definiens: shall mean only the following liabilities ofthe Seller ( and specifically excluding the liabilities set forth on Schedule 1.2(b ) ): ( i ) all accounts payable and accrued liabilities of the Seller relating to the Business arisingafter August 31, 2005 ; ( ii ) all obligations, duties and liabilities of the Seller continuing after the Closing under theContracts identified on Exhibit D to this Agreement ( the ), which become due and payable orare required to be performed after the Closing Date, except to the extent arising from any breach or default occurringprior to the Closing Date ; ( iii ) all liabilities expressly listed or described on Schedule 1.2(b)(iii ) ; ( iv ) all liabilities related to the Assets to the extent arising from or related to any facts orcircumstances occurring after the Closing Date ; ( v ) the obligations of the Seller for existing and future field service and warranty expensesand liabilities for all Business products set forth on Schedule 1.2(b)(v ) ( the ), including theUniversal Stores sold to the Seller and Sanofi - Aventis ; ( vi ) the obligations of the Seller for non - salary marketing of Business Products, customer salesand support expenses for the Business that relate directly to the Assets, including, but not limited to, commitmentsfor trade shows ; ( vii ) the obligations of the Seller set forth on Schedule 1.2(b)(vii ) for non - salary research anddevelopment expenses for Business Products, including, but not limited to, commitments for parts and materials, license fees, and consulting services to be used in the Business that relate directly to the Assets