definiens: shall mean any and all fines, penalties, costs, liabilities, damages, losses or expenses ( including sampling, monitoring or remediation costs, liabilities based on a finding of liability, reasonable attorneys ', consultants ' or engineering fees and disbursements, costs of defense and interest expense ) incurred by Warner - L ambert or an Affiliate ofWamer - Lambert or for which Wamer - L, mbcrt or an Affiliate ofWamer - Lambcrt is liable or obligated pursuant to any Environment al Law ( a ) arising out of the operation, ownership or control ofUnipalh;s facilities, the facilities of any Affiliates of Unipath, or the facilities of any subcontractors ofUnipath or its Affiliates or ( b ) arising from the manufacturin g, generation, processing, storage, transport ation, distributi on ; treatment, disposal or other handling of Product or materials used in the manufacture and packagin g of the Product, or associated by - product, ra~ materials, intennediates, Wastes, Hazardous Materials, emissions, releases, spills, leaks or discharges, or returned Product, by Unipath, Affiliates of Unipath, or subcontrac tors ofUnipath or its Affiliates, or their officers, directors, employees, agents or contractors