definiens: means all Liabilities of Seller other than the Assumed Liabilities, including but not limited to ( i ) any Liabilities relating to any Occurrence t hat arises out of, or results from, any action, omission, event, fact, circumstance or condition on, or prior to, the Closing Date, including the Pre -Closing Accounts Payable and all Losses caused by or arising out of any Exploitation of the Products on, o r prior to, the Closing Date, whether the commencement of any related litigation, arbitration, investigation, proceeding or claim is before, on or after the Closing Date, ( ii ) ( A ) any Liabilities of Seller or any member or affiliate of Seller for income Ta xes, ( B ) any liability of Seller for Taxes pursuant to Section 3.03(a ) herein, ( C ) any liability of Seller for Taxes arising with respect to periods through the Closing Date, and ( D ) any liability of Seller for the unpaid Taxes of any person as a transfere e or successor, by contract, or otherwise, and ( iii ) solely for illustrative purposes, the Liabilities set forth or described on Schedule 11.01(c )