definiens: shall mean : ( i ) any and all Liabilities reflected in the CPEX Balance Sheet and outstanding on the Distribution Date, other thanany Liabilities reflected in the CPEX Balance Sheet as a result of an allocation of liabilities for SEC accounting purposes ; ( ii ) any and all Liabilities resulting from or accrued in the operation of the CPEX Business after the date of theCPEX Balance Sheet that would be reflected in the balance sheet of CPEX as of the Distribution Date if such balance sheetwas prepared by CPEX in accordance with the same accounting principles under which the CPEX Balance Sheet wasprepared ; ( iii ) any and all Environmental Liabilities whether arising prior to, on or after the Distribution Date ; ( iv ) any and all Liabilities, including any employee - related Liabilities, relating to, arising out of or resulting from : ( 1 ) the operation of the CPEX Business or any other business conducted by any member of the CPEX Group, atany time prior to, on6 or after the Distribution Date ( including any Liability relating to, arising out of or resulting from any act or failure to act byany director, officer, employee, agent or representative ( whether or not such act or failure to act is or was within suchPerson ’s authority));or ( 2 ) any CPEX Asset(s ) ; ( v ) any and all other Liabilities of CPEX relating to, arising out of or resulting from CPEX ’s performance orobligations under any Ancillary Agreement or this Agreement ; and ( vi ) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement ( or theSchedules hereto or thereto ) to be transferred to CPEX