definiens: means the following ( a nd only the following ) liabilities of Seller, in each case to the extent relating to the Product, the Acquired Assets or the conduct of the Business after the Closing Date, and in each case solely to the extent not a Retained Liability : ( i ) all obligations of S eller arising after the Closing under the Assigned Contracts ; pro vided that this clause ( i ) shall not encompass any such liabilities which relate to any breach of contract, breach of warranty, tort, infringement or violatio n of Law or which arose out of any charge, complaint, action, s uit, proceeding, hearing, investigation, claim or d emand arising at or prior to Closing ; ( ii ) all obligation s of Seller arising after the Closing under the Sel ler Separation Plan set forth on Schedule 2 and previously made av ailable to Buyer and assumed by Buyer under this Agreement with respect to Transferred Employees, bu t only to the extent such obligations are payable t o Transferred Employees pursuant to Section 5.9, and ( iii ) all obligations arising after the Closing to the extent related to the conduct by the Buyer and its Affilia tes of the Business, including the manufacturing, u sing, developing, promoting, marketing, distributing, sel ling or offering to sell the Products