definiens: ; and shallhave the correlative meaning ), all of the [COMPANY] Retained Liabilities and ( ii ) [COMPANY] shall, orshall cause another member of the [COMPANY] Group to Assume all the [COMPANY] Liabilities, ineach case regardless of ( A ) when or where such Liabilities arose or arise, ( B ) where or againstwhom such Liabilities are asserted or determined, ( C ) whether such20 Liabilities arise from or are alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of theBiogen Group or the [COMPANY] Group, as the case may be, or any of their past or presentrespective directors, officers, employees, or agents, ( D ) which entity is named in any actionassociated with any Liability and ( E ) whether the facts on which such Liabilities are basedoccurred prior to, on or after the date hereof