definiens: shall mean the following Liabilities of the Compa ny : ( a ) any Liability for Taxes, including ( i ) any Ta xes arising as a result of operation of the Company ’s businesses or ownership of the Purchased Assets prior to the Closing, ( ii ) any Taxes that wi ll arise as a result of the sale of the Purchased Assets pursua nt to this Agreement and ( iii ) any deferred Taxes o f any nature ; ( b ) any Liability pertaining to or in respect of warrants, options or other securities of any of the Company Stockholders ; ( c ) any Liability under any Company Plans ( as def ined in Section 3.17(a ) below ) or relating to payroll, vacation, paid time off, sick leave, workers ’ compensation, bonuses, unemployment benefits, pension benefits, employee stock option or profit - s haring plans, health care plans or benefits or any other employee plans or benefits of any kind for any of t he Company ’s employees or former employees or both ; ( d ) any Liability to indemnify, reimburse or adva nce amounts to any officer, director, employee or agent of the Company ( other than the Tr ansaction Expenses ) ; ( e ) any Liability to distribute to any of the Com pany Stockholders or otherwise apply all or any part of the consideration received hereunder ; ( f ) any Liability arising out of any Action pendi ng as of the Closing ; and ( g ) any Liability to fund any checks and drafts o f the Company drawn on or prior to the Closing Date or any shortfall with respect to the s atisfaction thereof