definiens: means the following Liabili ties : ( a ) all Liabilities first arising out of the pro secution, ownership, operation, maintenance, sale, lease or use of any Transferred Asset or any Product from and after the Closing ; ( b ) the Liabilities arising or required to be pe rformed under the Transferred Contracts from and after the Closing ; provided, however, that Buye r shall not assume and shall have no obligation to perform or pay any Liabilities to the extent that such Liabili ties relate to any breach of or default by the Sell er or its Subsidiaries under any provision of any of such Tra nsferred Contracts that occurred prior to the Closi ng ; ( c ) all Liabilities for which the Buyer agrees t o be liable hereunder or that are otherwise apportioned to the Buyer hereunder ; and ( d ) the Liabilities set forth on Schedule 1.3(d )