definiens: shall mean only the obligations of Ascent, [COMPANY] orMedicis Manufacturing, as applicable, under the Acquired Business Contracts listed on Schedule 1.1(d ), but only to theextent such obligations ( A ) arise after the Closing Date, ( B ) do not arise from or relate to any Breach by Ascent, Medicisor 2Medicis Manufacturing prior to the Closing Date of any provision of any of such Acquired Business Contracts, ( C ) donot arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a Breach by Ascent, [COMPANY] or [COMPANY] Manufacturing of anyof such Acquired Business Contracts, and ( D ) do not arise from the failure to obtain any required Consent from any thirdparty in connection with the assignment and transfer of such Acquired Business Contracts to [COMPANY] Acquisitionpursuant to this Agreement