definiens: means the following Liabilit ies of OTI : ( a ) all Liabilities arising out of or relating to t he Excluded Business ; ( b ) all Retained Liabilities ; ( c ) all Liabilities of OTI for borrowed money and g uaranties or accounts payable of OTI of indebtedness or obligations of any Person ; ( d ) all Liabilities of OTI for Taxes, including Inc ome Taxes for any Tax period or portion thereof, and all Taxes relating or attributable to the Busin ess or Acquired Assets for any Tax period or portio n thereof ending on or prior to the Closing Date ; ( e ) all Liabilities arising from any Action with an y Governmental or Regulatory Authority involving OTI or the Business, whether arising prior to or pe nding on the Closing Date, and all Liabilities aris ing from any Action whether instituted or threatened prior to or after the Closing, arising out of the conduct of t he Business prior to and including the Closing Date ; ( f ) all Liabilities related to real property and le ases thereof ; ( g ) all Liabilities related to any environmental ma tters including arising from hazardous materials, contaminants or contaminations ( including any expos ures of any of the foregoing ) or violations of envi ronmental Laws ; ( h ) all Liabilities related to any employees of OTI ; ( i ) all Liabilities related to the Excluded Assets, including any Liabilities arising under any Contra ct that is not an Assigned Contract ; ( j ) all Liabilities for breaches of any Assigned Co ntracts on or prior to the Closing Date or any Liability for payments or amounts due under any Ass igned Contract on or prior to the Closing Date or a ny Liabilities for breaches of any Contract to which O TI is a Party that is not an Assigned Contract aris ing at any time ; ( k ) all Liabilities of OTI arising from accidents, occurrences, misconduct, negligence, non - compliance with applicable law, breach of fiduciary duty or statements made or omitted to be made, whe ther or not covered by insurance, on or prior to the Closin g Date ; and ( l ) all Liabilities related to the conduct of the B usiness or use or ownership of the Acquired Assets prior to the Closing Date