definiens: as used herein, shall mean any and all liabilitie s, debts, claims, obligations, taxes, expenses or dama ges, whether known or unknown, contingent or absolu te, named or unnamed, disputed or undisputed, legal or equita ble, determined or indeterminable, or liquidated or unliquidated ( any and all of the foregoing, ) that are not specifically Assumed Liabilities, i ncluding without limitation ( i ) any and all Excluded Employee Liabil ities ; ( ii ) any and all Excluded Taxes ; ( iii ) any a nd all Liabilities of the Seller in respect of Excluded Contracts ; ( iv ) other than the Payables, any and all Liabilities that may arise or have arisen in connection with either ( A ) produc ts manufactured or sold by the Seller prior to the Closing, including warranty obligations and recalls or repla cements requested or required by any competent Gove rnmental Entity or otherwise deemed appropriate by mutual ag reement of the Seller and the Purchaser or ( B ) Inve ntory manufactured prior to the Closing but sold after th e Closing ; ( v ) the excluded payables set forth on S chedule 3.2 ( the ) ; ( vi ) any Transaction Expenses and Liabilities o f the Seller in respect of indebtedness ( whether absolute, accrued, contingent, fixed or ot herwise, whether due or to become due ) of the Selle r of any kind ; ( vii ) any Liabilities arising from the termin ation of Contracts identified on Schedule 4.1(E)(5 ) ; ( viii ) any and all Liabilities related to the equity interests of Seller, or warrants, options or other similar right s to purchase equity interests of Seller ; ( ix ) any and all Liabilities a rising from or related to the ownership or operatio n of the Assets before the Closing ( including, without limitation, relating to any infringement or misappropriation of the Intellectual Property Rights of any Person, death, harm or injury to an individual, or violation of an y Legal Requirement, in each case, to the extent arising fr om or related to the ownership or operation of the Assets before the Closing ) ; ( x ) any future litigation that arises from grievances between Seller and any third party ; ( xi ) any and all Liabilities related to the BEACH Trial ( as defi ned in Section 5.15 ) ; and ( xii ) any and all Liabili ties of the Subsidiary