definiens: means all Liabilities of Seller and itsAffiliates except the Assumed Liabilities . The term includes, without limitation, the following Liabilities incurred by Sellers andtheir Affiliates : ( i ) any accounts payable or any other payment obligations orIndebtedness of Seller and their Affiliates ; ( ii ) any Liability arising out ofor relating to the Excluded Assets ; ( iii ) any Liability arising out of orresulting from Seller 's ownership of the Purchased Assets or conduct, prior tothe Closing, of the Business that is not an Assumed Liability, including, without limitation, ( A ) any product liability, breach of warranty, contract orsimilar causes of action or claims, whether in tort, contract or otherwise, regardless of when asserted, which resulted from or related to the use or misuseof any product, other than the Products, designed, tested, marketed, sold orsupplied by or on behalf of Sellers or their Affiliates, ( B ) subject to Section8.12, any product liability, breach of warranty, contract or similar causes ofaction or claims, whether in tort, contract or otherwise, regardless of whenasserted, which resulted from or related to the use or misuse of any Productmanufactured and released by or on behalf of Sellers or their Affiliates, ( C)any violation or alleged failure to comply by Sellers or any of their Affiliatesof any Law or governmental policy ( including, without limitation, the rules, regulations and policies applicable under the federal Medicare program or anystate Medicaid program ), ( D ) subject to Section 8.15, any Liability relating tothe pricing of the Products by Seller or their Affiliates, rebates, chargebacksor other forms of discounts granted by Sellers or any of their Affiliates, orclaims for overcharges, or the marketing of the Products by Seller, any of theirAffiliates or any Person acting on behalf of Seller or any of their Affiliates, and ( E ) any Liability relating to any Environmental Law or the presence of, orexposure to, any Hazardous Substance ; ( iv ) any Liability in respect ofIndebtedness or Encumbrances directly related thereto ; ( v ) any Liability, obligation or commitment of any kind arising out of or relating to employment, termination, compensation or benefits ( including severance ) for the past, present or future employees of Sellers, their Affiliates or any of theirrespective contractors, including, without limitation, all Liabilities withrespect to the Sales Employees which arose out of events occurring prior to theseparation of such Sales Employees from Sellers ; ( vi ) any Liability, obligationor commitment of any kind arising out of or relating to any contract, agreement, lease, license, commitment, sale and purchase order and other instrument enteredinto by Sellers other than those obligations under the Assumed Contractsexpressly assumed by Buyer pursuant to an Ancillary Agreement ; ( vii ) anyLiability in respect of claims made by, or causes of action asserted by, anysecurityholder of Sellers or any of their Affiliates in connection with thisAgreement, the transactions contemplated hereby or otherwise ; ( viii ) anyLiability for Transfer Taxes imposed or assessed as a result of the transactionseffected pursuant to this Agreement ; ( ix ) any Liability for indemnification of, or advancement of expenses or payment of insurance proceeds to, any present orformer director or officer of ( or other -5-<PAGE > persons serving in a fiduciary capacity at the request of ) Seller or any oftheir Affiliates based upon an actual or alleged breach of fiduciary duty ofsuch person ; ( x ) any Liability of Seller or any of their Affiliates for anyprofessional, financial advisory or consulting fees and expenses incident to, orarising out of, the negotiation, preparation, approval or authorization of thisAgreement or the transactions contemplated hereby or any other proposedtransaction for the direct or indirect sale of the Business or any portionthereof or any Purchased Assets, including, without limitation, the fees, expenses and disbursements of Sellers ' counsel, accountants, auditors, appraisers and financial advisors ; ( xi ) any Liability of Sellers or any of theirAffiliates in respect of automobile or other vehicle leases that Sellers ortheir Affiliates have entered into ; ( xii ) any Liability of Sellers or any oftheir Affiliates arising out of matters occurring, or obligations incurred, after the Closing Date ( other than Assumed Liabilities and Losses for whichBuyer has an obligation to indemnify Sellers, their Affiliates and theirrespective officers, directors, employees and agents ) ; ( xiii ) any Liabilitiesarising out of the agreements and instruments specified in Section 6.05(a ) ofthe Sellers Disclosure Schedule ; and ( xiv ) subject to Section 8.24, theMulti - Product Contracts