definiens: shall mean every Liability of the Company other than the Assumed Liabilities, includi ng : ( a ) Any Liability under ( i ) any Company Contract that d oes not constitute an Assigned Contract ; ( ii ) any Governmental Authorization that does not c onstitute an Assigned Governmental Authorization ; ( iii ) any Assigned Contract to the extent not assumed pursuan t to Section 1.3(b ) hereof or ( iv ) any Assigned Governmental Authorization to the extent not assume d pursuant to Section 1.3(c ) hereof ; ( b ) Any Liability of the Company arising under, or rela ting to the execution, delivery or consummation of, this Agreement and the Ancillary A greements and the transactions contemplated hereby and thereby ; ( c ) Any Liability under or with respect to the insuranc e plans of the Company or the Employee Benefit Plans ; 3 ( d ) Any Liability of the Company relating to, arising o ut of or incurred in connection with the Retained Assets ; ( e ) Any Liability for the Excluded Accounts ; and ( f ) Any Liability for amounts due in respect of any Tax es imposed with respect to any taxable period of the Company or relating to, arising out o f or incurred in connection with the operations of the Company or the ownership of the Purchased Assets, i ncluding any Taxes asserted against the Company or the Purchased Assets by reason of its or their inclusio n in any consolidated, combined or unitary Tax Retu rn