definiens: means : ( a ) any and all Liabilities not arising out of, in respect of, or relating to the Business ; ( b ) all accounts payable of the Business, except to the extent relating to Product, materials and services scheduled to be delivered or provided after the Closing ; ( c ) Liabilities to customers to the extent relat ing to Product delivered, or scheduled to be delivered, on or prior to the Closing ; ( d ) Liabilities to suppliers or other Third Part ies for materials and services to the extent delivered or provided on or prior to the Closing ; ( e ) all Liabilities of Sellers and their respect i ve Affiliates pursuant to the Product License Agreement and the Product Supply Agreement ( as modi fied by the Termination Agreement ) ; ( f ) any indebtedness of Sellers or any of their respective Affiliates ; ( g ) all Liabilities to the extent related to the Excluded Assets ; ( h ) all Retained Recall Liabilities ; ( i ) all Liabilities related to Taxes incurred by Sellers or their respective Affiliates ; provided that Transfer Taxes and Apportioned Obligations sha ll be governed by Section 7.18 hereof ; ( j ) without duplication of matters described in clauses ( b ), ( c ) or ( d ) of this Section 2.4, all Liabilities arising or to be paid or performed on o r prior to the Closing under the Acquired Contracts, including any amounts due and payable or obligations required to be -14- performed or discharged under the Acquired Contract s on or prior to the Closing, as well as any Liabil ities relating to defaults or breaches thereunder occurri ng on or prior to the Closing ; ( k ) all Liabilities arising out of or relating t o any Action, regardless of when commenced or made and irrespective of the legal theory asserted, arising out of or relating to the Product or the A cquired Assets, to the extent relating to the period of tim e on or prior to the Closing ; ( l ) all Liabilities arising from or relating to ( i ) any employee or other service provider of a Seller or any Affiliate of a Seller who is not a Pr oduct Employee, ( ii ) any Non - Hired Employee, ( iii ) any On Leave Hired Employee, for periods before commenceme nt of such employee ’s active employment with a Purchaser or any Affiliate of a Purchaser following his or her return from leave and ( iv ) any Hired Em ployee, to the extent such Liability arises from or relates to such employee ’s employment with or termination fro m a Seller or any Affiliate of a Seller ( whether such Liabilit y becomes known or is to be paid or payable prior t o, on, or after the Closing Date ) including, without limitati on, any accrued but unused vacation pay, sick time and floating holiday entitlement for any Hired Employee ; and ( m ) all Liabilities arising from or relating to any Seller Plan and each other employee benefit plan or program with respect to which a Sel ler or any Affiliate thereof has, now or in the fut ure, any obligation to make contributions or pay benefits