definiens: means all Liabilities of Seller and its Affiliates except the Assumed Liabilities . The term includes, by example, all Liabilities of Seller and its Affiliates for Government Rebates or Other Rebates ( other than those included in Assumed Liabilities ) for Products sold prior to Closing and becoming payable by Buyer or Seller within 45 days after the Closing Date . The term includes all Liabilities of Seller and its Affiliates for recalls and product liability for Products sold by Seller before the Closing Date . The Parties agree that in the event that a Liability arises relating to a recall or product liability claim in respect of a Product and the Party that sold such Product can not be determined, such Liability shall be shared between each of Seller and Buyer in the same proportion that the total amount of that type of Product sold by each Party during the time period in which the Product that caused such Liability was alleged to have been sold bears to the aggregate amount of that type of Product sold by both Parties during such period