definiens: means any and all Liabilities of any Seller Party that are not expresslyAssumed Liabilities . The Retained Liabilities shall include all Liabilities of any Seller Party ( other than AssumedLiabilities):(A ) arising out of events, conduct or conditions existing or occurring at or prior to the Closing orout of the conduct of the Business at or prior to the Closing;(B ) for Seller Indebtedness and Transaction Costs;(C ) to any Related Party, including with respect to any claims or causes of action of any RelatedParty resulting from any of the transactions contemplated by the Transaction Documents;(D ) for ( i ) any Taxes of any Seller Party, ( ii ) any Taxes related to the Acquired Assets that wereincurred in or are attributable to any Taxable period ( or portion thereof ) ending on or before the ClosingDate, ( iii ) any Taxes of another person for which any Seller Party is liable, including Taxes for whichany Seller Party is liable by reason of Treasury Regulations Section 1.1502 - 6 ( or any comparable orsimilar provision of federal, state, local or foreign law ), being a transferee or successor, anycontractual obligation or otherwise, and ( iv ) any income, transfer, sales, use or other Taxes ( other thanTransfer Taxes ) arising in connection with the consummation of the transactions contemplated by thisAgreement ( including any income Taxes arising as a result of the transfer by Seller to Buyer of theAcquired Assets);(E ) obligations of any Seller Party under the Assigned Contracts relating to the period ending at orprior to the Closing, including all Liabilities arising out of any breach, act or omission at or prior to theClosing under any Assigned Contract;(F ) for repair, replacement or return of products manufactured or sold at or prior to the Closing inexcess of the warranty reserve expressly set forth on the Closing Balance Sheet;(G ) arising out of events, conduct or conditions existing or occurring at or prior to the Closing thatconstitute a violation of or non - compliance with any Law ( including Environmental Laws ), anyjudgment, decree or order of any Governmental Authority, or any Permit or that give rise to Liabilitiesor obligations with respect to Hazardous Materials;(H ) to pay compensation, vacation and paid time off to any employee of any Seller Party that isaccrued or unpaid prior to the Closing ( except solely to the extent such liabilities have been included incurrent liabilities on the Closing Balance Sheet ) and for Seller Employee Indebtedness;(I ) all Liabilities and obligations arising under the Seller Benefit Plans and Seller BenefitArrangements ; - 5 -(J ) to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of any Seller Party or a Subsidiary or was serving at the request of any SellerParty or a Subsidiary as a partner, trustee, director, officer, employee, or agent of another entity(whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid insettlement, losses, expenses, or otherwise and whether such indemnification is pursuant to anystatute, charter document, bylaw, agreement, or otherwise);(K ) any product liability claims or obligations ( including claims or obligations relating to personalinjury, death or property damage ) in connection with the Customer Offerings or any other products orservices developed, manufactured, distributed, sold, performed or otherwise Exploited by Seller or anyof its predecessors, or the Business, on or prior to the Closing Date;(L ) arising out of injury to or death of persons or damage to or destruction of property occurring ator prior to the Closing ( including any workers compensation claim);(M ) described on Schedule 1.1(d)(iv ) ; and(N ) under any Transaction Document