definiens: shall mean : ( i ) the Liabilities due or arising afte r the Closing under the Assumed Contracts ( other than any Liability arising out of or relating to a breach or violation under an Assum ed Contract which occurred prior to the Closing ) ; ( ii ) the Liab ilities of Seller or Seller Parent for those severa nce and stay bonus obligations, if applicable, set forth on Sche dule 1.2 to the extent such severance and stay bonu s obligations become payable to any Continuing Employ ee pursuant to an offer of employment made in accordance with Section 5.4(a ) hereof, and accrued but unused vacation, as described and in the aggreg ate amounts set forth on Schedule 1.2 ; and ( iii ) paymen ts, if any, due in respect of overpayments for test ing services and all costs relating to the completion of any wor k - in - process