definiens: means all Liabilities of any member of the Seller Group that are included in any of clauses ( a ) – ( f ) below or thatotherwise arise out of or relate to the ownership and use of the Acquired Assets or the operation or conduct of the Business, whether before, at or after the Closing, and that are not otherwise addressed in such clauses : -4-(a ) all Liabilities under the Business Contracts;(b ) all trade accounts payable, accrued expenses and other current liabilities in each case to the extent related to the Business;(c ) all Liabilities with respect to any product warranty claim or recall, in each case made after the Closing, with respect toproducts that were designed, manufactured, marketed, distributed or sold at any time by the Business or that constitute Inventory;(d ) all Liabilities for product liability claims, arising out of occurrences after the Closing, relating to all products of the Businessthat were designed, manufactured, marketed, distributed or sold at any time by the Business or that constitute Inventory;(e ) any Taxes for any taxable period ( or portion thereof ), and any liability for Taxes arising from or attributable to the operation ofthe Business or use or ownership of the Acquired Assets for all taxable periods ( or portions thereof ), beginning after the Closing Date;and(f ) all other Liabilities to be paid or assumed by Buyer pursuant to the express terms of this Agreement