definiens: means the following Liabilities of eith er Party or any of the members of its Group : ( i ) Liabilities Arising from Pluto Business . All Liabilities ( other than Environmental Liabiliti es ) of either Party or any of members of its Group relatin g to, arising out of or resulting from actions, ina ctions, events, omissions, conditions, facts or circumstanc es occurring or existing prior to the Distribution Time ( whether or not such Liabilities cease being contin gent, mature, become known, are asserted or foresee n, or accrue, in each case before, at or after the Dis tribution Time ), in each case to the extent that su ch Liabilities relate to, arise out of or result from the Pluto Business ; ( ii ) Liabilities Arising from Pluto Assets . All Liabilities ( other than Environmental Liabiliti es and Spinco Product Liabilities ) of either Party or any of members of its Group to the extent relating to, arising out of or resulting from the Pluto Assets ; ( iii ) Separation Agreement and Ancillary Agreement Liabil ities . All Liabilities that are expressly contemplated by this Agreement or any Ancillary Agr eement as Liabilities to be retained or assumed by Pluto or any other member of the Pluto Group, inclu ding all Shared Contract Liabilities allocated to P luto pursuant to Section 2.09 ; -26- ( iv ) Environmental Liabilities . All Excluded Environmental Liabilities ; ( v ) Spinco Financing Arrangements . All Liabilities to the extent expressly described i n Section 4.03(e ) ; ( vi ) Pluto Intercompany Payables . All intercompany payables owed by a member of the Pluto Group, on the one hand, to a member of the Spinco G roup, on the other hand, that : ( A ) are in respect o f goods or services sold by a member of the Spinco Gr oup to a member of the Pluto Group ; and ( B ) are effective or outstanding as of the Distribution Tim e, after giving effect to any settlement and paymen t prior to or as of the Distribution Time described in Sect ion 2.05, which intercompany payables shall be paid by Pluto or the applicable member of the Pluto Group i n accordance with Section 2.05 ; ( vii ) Third - Party Claims . All Liabilities ( other than Environmental Liabiliti es and Spinco Product Liabilities ) arising out of claims made by any Thir d Party ( including Pluto ’s or Spinco ’s respective directors, officers, shareholders ( following the Di stribution Time ), employees and agents ) against eit her Party or any member of its Group to the extent rela ting to, arising out of or resulting from the Pluto Business or the Pluto Assets or the other business, operations, activities or Liabilities referred to in clauses ( i ) through ( vi ) above ; ( viii ) Workers ’ Compensation Claims