definiens: shall mean the 22 following Liabilities of Seller or any of its Affiliates arising in connection with the Business, the Transferred Subsidiaryor the Purchased Assets : ( a ) Liabilities reflected on the Accounts Payable line item of the Interim Statement of Net Assetsand other Liabilities shown thereon reflected on the line items and ( collectively, excluding any amounts shown as excluded items, ) and Liabilities consistent in type and magnitude with the Liabilities reflected on the Accounts Payable line item of theInterim Statement of Net Assets and Other Liabilities that were incurred in the ordinary course of business since theStatement of Net Assets Date ; and, without duplication, all Liabilities that will be shown on the Actual Net TradeWorking Capital Statement ; ( b ) ( i ) all Liabilities for any Tax arising out of or relating to the Purchased Assets with respect tothe operation or conduct of the Business for any Post - Closing Tax Period and all Tax Liabilities of the TransferredSubsidiary for the Post - Closing Tax Period, and ( ii ) Taxes ( including Transfer Taxes and Value Added Taxes ) to theextent that they are the responsibility of Buyer pursuant to Section 2.07(f ) or Section 6.15 ; ( c ) all Liabilities under the Assigned Contracts arising from facts, circumstances or events afterthe Closing Date, including Liabilities to ( i ) furnish goods, services or other non - cash benefits to another Person afterthe Closing Date, ( ii ) respond to warranty claims arising after the Closing Date for work done prior to the Closing Date, provided that this clause ( ii ) will not affect whether the underlying claim is an Assumed Liability or an ExcludedLiability and with respect to this clause ( ii ) Seller will indemnify Buyer for reasonable out - of - pocket Losses incurred byBuyer in connection with its response to such warranty claims in accordance with the terms of Article VIII as if suchout - of - pocket Losses were Excluded Liabilities, and ( iii ) pay for goods, services or other non - cash benefits thatanother Person will furnish to Buyer after the Closing Date ; ( d ) all Liabilities under Environmental Laws, Health Care Laws or with respect to anyenvironmental investigation, remediation, monitoring or other corrective action involving Hazardous Materials, but onlyto the extent arising from or in connection with the ownership, operation, conduct or condition of the Business, theTransferred Subsidiary or any of the Purchased Assets after the Closing Date ; and ( e ) all Liabilities arising exclusively or primarily in connection with the Business, the TransferredSubsidiary or the Purchased Assets after the Closing Date, including the Financing and any other Indebtednessincurred on or after Closing