definiens: means the following Liabilities of the Company : ( i ) all Liabilities to the extent arising out of or relating to any Excluded Asset ; ( ii ) all Liabilities of the Company pursuant to this Agreement, including Article XI ; ( iii ) all Liabilities with respect to the Transferred Employees ( or any dependent or beneficiary of anyTransferred Employee ) to the extent arising prior to the Closing Date or arising solely as a result of theClosing, other than ( i ) all Liabilities under the Transferred Benefit Plans and ( ii ) the Rejected Offer Liabilities ; 6 ( iv ) all Company Expenses, other than Change in Control Payments ; ( v ) all indebtedness for borrowed money owed to any party ; ( vi ) all Liabilities related to the Parent Benefit Plans ( except to the extent assumed by Purchaserpursuant to this Agreement ) ; and ( vii ) all Excluded Taxes