definiens: shall mean every Liability of Seller other than theAssumed Liabilities, including, without limitation:(a ) all Taxes that result from or have accrued in connection with the operation of the Business prior to the ClosingDate;(b ) any Liability or obligation of Seller of any nature owed to any employees, directors, former employees, agentsor independent contractors, whether or not employed by Buyer after the Closing, that ( A ) arises out of or relates to theemployment or service provider relationship between Seller and any such individual(s ) ( including, but not limited to, claims for compensation, discrimination, harassment, or retaliation ) ; or ( B ) arises out of or relates to events or conditionsoccurring on or before the Closing Date ( including the transactions contemplated by this Agreement);(c ) all Accounts Payable arising prior to the Closing Date;(d ) Liabilities of Seller relating to actions or activities of Seller or its Affiliates or any of their respective employeesor agents relating to the Business that occurred prior to the Closing Date;(e ) Liabilities of Seller under the Assumed Contracts that were incurred or arose prior to the Closing Date;(f ) Liabilities of Seller under the Shared Contracts that relate to products or businesses of Seller other than theProduct or the Business or that arose prior to the Closing Date ; and(g ) Liabilities of Seller relating to or arising under this Agreement