definiens: means the following obligations and other liabilities ( whether known, unknown, accrued, absolute, matured, unmatured, contingent or otherwise ) as they may exist at and/or after the Closing:(a ) all obligations and other liabilities of Seller and its Affiliates under or relating to the Specified Contracts arising as ofor following the Closing and any purchase orders outstanding as of the Closing, but excluding any liabilities ( i ) that relate togoods or services received or sold by the Seller or any Specified Affiliate prior to the Closing ; ( ii ) for breaches or defaults bySeller or any of its Affiliates under the Specified Contracts prior to the Closing ; or ( iii ) that are not related to the SpecifiedProducts or the Specified Business;(b ) all obligations and other liabilities of Seller and its Affiliates relating to any of the taxes, charges, fees and expensesthat Purchaser is required to bear and pay pursuant to Section 1.4 and Section 1.5(c);(c ) all obligations and other liabilities of Seller and its Affiliates relating to each of the Specified Assets and each of theSpecified Products, to the extent such liabilities are attributable to any action, omission, performance or non - performance byPurchaser or any of its Affiliates after the Closing ; provided, however, that Seller and its Affiliates shall remain liable foraccounts payable to the extent outstanding and owed as of the Closing and such accounts payable shall not constituteAssumed Liabilities;(d ) the obligations and other liabilities of Seller and its Affiliates relating to the Specified Employees as specificallydescribed in Section 5.3;(e ) the obligations and other liabilities of Seller and its Affiliates relating to certain leased vehicles as specificallydescribed in Section 1.10 ; and A-1(f ) the obligations and liabilities set forth on Schedule 11.1