definiens: shall mean any and all Liabilities of Seller and its Affiliates, whether asserted before or after the Closing, other than the Assumed Liabilities, including : ( i ) all accounts payable due and owing by Se ller to any Third Party with respect to the operation of the Operation prior to the Closing Date ; ( ii ) all liabilities and obligations to employees of Seller, or Persons asserting claims on behalf of such employees, including any liability for employment, labor, pension or personnel benefits ; ( iii ) any Liabilities of Seller for Taxes arising as a result of, or relating to, the operation of the Operation or the ownership of the Purchased Assets prior to the Closing Date other than Liabilities for Transfer Taxes for which Buyer is responsible pursuant to Section 2.6 ; ( iv ) all Liabilities arising out of or relating to any clinical trials of the Product prior to the Closing Date ; ( v ) all Liabilities arising out of or relating to any Product recall which su ch recall was instituted prior to the Closing Date ; ( vi ) any Liabilities arising out of or relating to any Assigned Contract to the extent incurred prior to the Closing Date ; ( vii ) any Liabilities arising out of or relating to cost overruns under the BA RDA Contracts to the extent incurred prior to the Closing Date ; ( viii ) all advertising and promotional Liabilities arising out of or relating to the marketing, distribution or sale of the Product by or on behalf of Seller prior to the Closing Date ; ( ix ) all liabilities and obligations of Seller under this Agreement and the Other Transaction Documents ; ( x ) all liabilities and obligations of Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions co ntemplated by this Agreement, other than as provided in Section 2.6 ; and ( xi ) all Liabilities to the extent related to the Excluded Assets