definiens: means ( i ) any and all L iabilities and obligations in respect of any Exclud ed Assets, including ( a ) the outstanding amount of all princip al, interest, fees and expenses in respect of borro we d money, capital leases, installment purchases and other ind ebtedness of Seller, ( b ) except as provided in Sect ion 4.03, obligations relating to Taxes, ( c ) any environmenta l obligations or liability of Seller, ( d ) any Liabi lities to directors, officers or employees of Seller or in re spect of Seller employee benefit, profit sharing or health care plans, ( e ) any Liability of Seller with respect to any Action or Proceeding pending or threatened agai nst Seller, ( f ) any Liability of any Person other than Seller a nd ( g ) any obligations of Seller ( including expense s to be borne by Seller ) under this Agreement or any of the other agreements, instruments and certificates executed in connection herewith, ( ii ) any and all Liabilities a nd obligations of Seller or any of its Affiliates w hich arise out of or are related to the Purchased Assets, the Busi ness or the Product attributable to occurrences and circumstances arising on or prior to the Closing, a nd ( iii ) any Liability of Seller arising from or re lating to any action taken by Seller, or any failure on the part of Seller to take any action, at any time after the Closing Date