definiens: means any entity directly or indirectly controlling, controlled by or under common control with SUB, P ARENT or SELLER, with meaning the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of voting securities, by contract or otherwise . Without limiting the generality of the foregoing, SELLER expressly acknowledges and agrees that SELLER shall retain, and that neither SUB nor PARENT shall assume or otherwise be obligated to pay, perform, defend or discharge, with respect to liabilities incurred prior to the Closing Date ( a ) any liability of SELLER for taxes ( other than taxes referenced in Section 1.4.5 ), whether measured by income or otherwise, ( b ) any liability of SELLER in connection with the violation of the terms of any SELLER Employee Plan, ( c ) any liability of SELLER under any federal, state or local law, rule, regulation, ordinance, program, permit, license or other legal requirement relating to health, safety, hazardous materials and environmental matters applicable to the Manufacturing Site ( excluding any such liability that arises as a result of SUB 's or PARENT 's actions, or, where an action is required to be taken by law, rule or regulation, SUB 's or PARENT 's inaction, including the failure to comply with any European rules or regulations related to manufacturing practices ), or ( d ) any liability or obligation of SELLER relating to any default taking place before the Closing Date under any of the Assumed Liabilities to the extent such default solely created the liability or obligation