definiens: means, without duplication, the following liabilities of Seller and Selling Affilia tes : ( i ) all Liabilities, to the extent related to or ar ising out of any Excluded Asset ; ( ii ) all Accounts Payable ; ( iii ) all Liabilities for Taxes ( irrespective of wh en asserted ), other than a Transfer Tax, ( A ) arising out of or relating to or in respect of any business, asset, property or operation of Selle r or any Selling Affiliate ( including any Taxes relating to or arising out of the operation of the Monte Villa Facility or the Acquired Assets ) or ( B ) imposed on Seller or any Selling Affiliate, in each case for any Pre - Cl osing Tax Period ( ) ; ( iv ) all Liabilities arising out of or relating to the employment, engagement or termination thereof of any current or former consultants, indep endent contractors or employees engaged in connecti on with the operation of the Monte Villa Facility, pri or to the Closing Date ; ( v ) all Liabilities in respect of any lawsuits, cla ims, actions or proceedings arising out of or relating to the operation of the Monte Villa Facili ty or the Acquired Assets or the ownership, sale, u se or lease of any of the Acquired Assets, arising prior to the Closing Date or from events, circumstances o r actions occurring or existing prior to the Closing Date including the litigation identified on Section 4.08 of the Seller Disclosure Schedule ; 7 [ * ] = C ERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24 B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED