definiens: means all Liabili ties of the Seller and the Selling Subsidiaries oth er than the Assumed Liabilities . Without limitation of the fore going, the Retained Liabilities shall include the f ollowing : 5 ( a ) all Liabilities to the extent relating to any E xcluded Assets ; ( b ) except as provided in Section 1.3(c ), all Liabi lities related to employees or personnel of the Seller or any of its Affiliates, or Persons ass erting claims on behalf of such employees or person nel, including any liability for compensation or employm ent, labor, pension or personnel benefits and the e mployer portion of any Taxes with respect thereto ; ( c ) all Liabilities under any Employee Plan that is not assumed by the Buyer or any of its Affiliates under Section 4.7 ; ( d ) all Liabilities related to any Business Employe es who are not Transferred Employees, except to the extent specifically assumed by the Bu yer or any of its Affiliates under Section 1.3(c)(i i ) ; and ( e ) all Liabilities for ( i ) any and all Taxes in re spect of the MRT Program or otherwise related to the Transferred Assets that are attribut able to any taxable period ( or portion thereof ) end ing on or prior to the Closing Date, ( ii ) any and all Taxes of the Seller or any Selling Subsidiary, ( iii ) any and all Taxes of another person for which the Seller or any Selling Subsidiary is liable, including Taxes for which the Seller or any Selling Subsidiary is liable by reason of Treas ury Regulations Section 1.1502 - 6 ( or any comparable or similar provision of federal, state, local or forei gn law ), being a transferee or successor, any contr actual obligation or otherwise, and ( iv ) subject to Sectio n 1.7, any and all income, transfer, sales, use or other Taxes arising in connection with the consummation of the Contemplated Transactions ( including any income Tax es arising as a result of the transfer by the Seller o r any Selling Subsidiary to the Buyer of the Transf erred Assets )