definiens: shall mean all Liabilities other than Assumed Liabilities and shallinclude : ( a)any Tax payable with respect to any business, asset, property or operation of Acura or itsAffiliates ( including any Taxes relating to or arising out of the Acquired Assets ) for any Pre - Closing Tax Period, other than any Tax for which [COMPANY] is responsible pursuant toSection 4.9 ( ) ; ( b)all accounts payable, accrued expenses and other current liabilities relating to the AcquiredAssets or the Nexafed Products to the extent arising before the Effective Date, except to theextent assumed under the Transferred Contracts ; and ( c)all Liabilities arising out of or relating to any lawsuits, claims, actions or proceedings relatingto the manufacture, production, marketing, commercialization, distribution or sale of theProducts or the ownership, sale, lease or use of any of the Acquired Assets to the extent theevent, circumstance, condition, action or inaction giving rise thereto occurs prior to theEffective Date, provided that lawsuits, claims, actions or proceedings related to infringementof Third Party intellectual property with respect to Product manufactured by or for MainPointeor marketed, commercialized, distributed, sold or leased by [COMPANY] shall not be anExcluded Liability and shall be an Assumed Liability ; 13 Each of [COMPANY] 's and Acura ’s obligations under this Section 3.4 will not be subject to offset or reductionby reason of any actual or alleged breach of any representation, warranty, covenant or agreement contained in thisAgreement or any Other Transaction Document or any right or alleged right to indemnification hereunder