definiens: meansthe following Liabilities : ( a ) all Liabilities ﬁrst arising out of the prosecution, ownership, operation, maintenance, sale, lease or use of any Transferred Assetor any Product from and after the Closing ; 3 ( b ) the Liabilities arising or required to be performed under the Transferred Contracts from and after the Closing ; provided, however, that Buyer shall not assume and shall have no obligation to perform or pay any Liabilities to the extent that such Liabilities relate to any breach of ordefault by the Seller or its Subsidiaries under any provision of any of such Transferred Contracts that occurred prior to the Closing ; ( c ) all Liabilities for which the Buyer agrees to be liable hereunder or that are otherwise apportioned to the Buyer hereunder ; and ( d ) the Liabilities set forth on Schedule 1.3(d )