definiens: means ( i ) any and all Liabilities in respect of any Excluded Assets, including(a ) the outstanding amount of all principal, interest, fees and expenses in respect of borrowed money, capital leases, installment purchases and other indebtedness of Seller, ( b ) any Liability of Seller for anyTax period, or Liability imposed on the Purchased Assets with respect to a Pre - Closing Tax Period, inrespect of any Tax, including ( x ) any Liability of Seller for the Taxes of any other Person under TreasuryRegulations Section 1.1502 - 6 ( or any similar provision of state, local, or foreign law ), as a transferee orsuccessor, by contract, or otherwise, and ( y ) Seller ’s portion of any Transaction Taxes, but excluding anyProperty Taxes to the extent that they are specifically allocated to Buyer pursuant to Section 8.9(b),(c ) any environmental Liabilities of Seller, ( d ) any Liabilities to directors, officers or employees of Seller orin respect of Seller employee benefit, profit sharing or health care plans, ( e ) any Liabilities of Seller withrespect to any Action or Proceeding pending or threatened against Seller, and ( f ) any Liabilities of Seller(including expenses to be borne by Seller ) under this Agreement or any of the other agreements, instruments and certificates executed in connection herewith, ( ii ) any Liabilities of Seller or any of itsAffiliates that arise out of or are related to the Purchased Assets, the Programs or Products to the extentattributable to occurrences and circumstances arising on or prior to the Closing, and ( iii ) any Liabilities ofSeller to the extent arising from or relating to any action taken by Seller, or any failure on the part of Sellerto take any action, at any time after the Closing Date