definiens: ) . Excluded Liability means each Liability of Seller that is not an Assumed Liability which shall consist of the following : ( a ) any liabilities of Seller arising or incurred in connection with Seller ’s negotia tion, preparation and performance of this Agreement, the other ancillary documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants and other professional advisers of Seller and any Transaction Expen ses prior to the Effective Time and any indemnification obligations of Seller hereunder ; ( b ) any liability owed to Newbridge Development, LLC under that certain Real Estate Purchase Agreement dated April 18, 2017 ; ( c ) any liability of Seller for a br each or default of an Assumed Contract occurring prior to Closing which breach or default does not arise out of or result from an act or omission of Evolent, Evolent ’s Affiliates or any Designated Employee or an act or omission by Seller in reliance on adv ice of Evolent, any Evolent Affiliate or any Designated Employee ; ( d ) any liability for Taxes of Seller ; and ( e ) any liabilities relating to or arising out of the Excluded Assets