definiens: within the meaning of Section 3(3 ) of ERISA maintained by, contributed to orto which there is or was an obligation to contribute to by UBES, UBEI or any ERISA Affiliate of UBES or UBEI, or anyother program or arrangement providing for compensation and benefits, including any retention, stay or incentivebonus or deferred compensation arrangements and ( ii ) as a result of any claim made with respect to employment priorto or as of the Closing Date with UBES or UBEI including, without limitation, any claim with respect to, relating toarising out of or in connection with discrimination by UBES or UBEI, wrongful discharge ( including constructivedischarge ) or the failure of Buyer, UBES or UBEI to offer employment to any Person employed by Seller ; ( vii ) all Losses attributable to Products Liability ; ( viii ) any unpaid Taxes of UBES or UBEI ( i ) for any taxable period ending on or before the Effective Date;and ( ii ) the pre - Effective Date portion of all taxable periods beginning before and ending after the Effective Date ; ( ix ) all Losses based upon, attributable to, arising, directly or indirectly, from or in connection with, thefailure of Seller to obtain the consent of any third party or Governmental Body necessary or required in order to enableSeller to provide Transition Services to Buyer, UBES or UBEI following the Closing ; and37 EXECUTION COPY ( x ) any claim by any Person for brokerage or finder ’s fees or commissions or similar payments based uponany agreement or understanding alleged to have been made by any such Person with Buyer ( or any Person acting onits behalf ) in connection with any of the transactions contemplated by this Agreement