definiens: means the following : ( i ) all obligat ions and liabilities which arise out of Buyer ’s operation of the Businesses, use or ownership of th e Acquired Assets and/or sale of any Recothrom Asse ts manufactured on behalf of and/or sold by Buyer or a ny of its Affiliates after the Closing ; ( ii ) all obligation s and liabilities of Parent or any of its Affiliate s under or arising out of the contracts, agreements, commitments and leases included in the Acquired Ass ets ; ( iii ) all obligations a nd liabilities of Parent or any of its Affiliates under Regulatory Approvals included in the Acquired Assets ; ( iv ) all obligations a nd liabilities for any Taxes and expenses assumed by, or which are otherwise the responsibili ty of, Buyer or any of its Affiliates pursuant to ARTICLE VIII ; ( v ) all obligations and liabilities of Parent or any of its Affiliates under the Recothrom Purchase Agreement ; ( vi ) all obligations a nd liabilities of Parent or any of its Affiliates under the Tenaxis Purchase Agreement ( it being unde rstood that Buyer shall, in accordance with Section 6.3(b ) thereof, assume at the Closing all o bligations thereunder to pay any remaining Continge nt Consideration ( as defined therein ) and use Commerci ally Reasonable Efforts ( as defined therein ) to ach ieve any remaining Milestone Approvals ( as defined therein ) and to maximize Net Sales ( as defined therein ) wher e Buyer is selling or begins selling its own products ) ; and ( vii ) all obligations and liabilities of Parent or any of its Affiliates under the ProFibrix Purchase Agreement ; provided that nothing contained in this Section 1.1 ( d ) shall be deemed to preclude any Buyer Indemnifi ed Party from making any claim for indemnification and being indemnified for any Damages that such Person would have otherwise been entitled to make or be indemnif ied for under Section 6.1