definiens: shall mean ( i ) all Liabilitie s of the Seller Entities to the extent arising out of, resulting from or related to the operation or conduct of the Product Lines after the Closing ; ( ii ) all Liabilities of the Seller Entities or their Affilia tes, as applicable, under the Assigned Contracts ar ising after the Closing ; ( iii ) all Liabilities related to Product w arranty claims with respect to Products sold after the Closing ( regardless of whether the applicable warranty is e xpress or implied ) ; ( iv ) all Liabilities with respe ct to claims, whether founded upon negligence, breach, strict lia bility or other legal theory, seeking compensation or recovery for Recall expenses, personal injury or property da mage and resulting from defects or alleged defects or an alleged failure to warn for Products comprising any part of the Product Lines that are sold after the Closing ; ( v ) all Liabilities of Purchaser under this Agreement o r any other Transaction Agreement ; ( vi ) all Liabili ties for any returns with respect to Products sold after the Clo sing ; ( vii ) all Liabilities for Taxes related to th e Purchased Assets or the Assumed Liabilities that are attribut able to a Post - Closing Tax Period ; ( viii ) all Liabi lities for Transfer Taxes to be paid by Purchaser pursuant to Section 9.1(b ) ; ( ix ) all Damages and other Liabilit ies arising with respect to or related to any Recall of any uni ts of Product sold on or after the Closing ( includi ng Products purchased under the Contract Manufacturing Agreemen t ), without limitation of and subject to Purchaser ’ s rights under the Contract Manufacturing Agreement ; and ( x ) all other Liabilities arising from or relating to the Purchased Assets or the Product Lines after the Clo sing ; provided that Assumed Liabilities shall not include any Liabilities of the Seller Entities for Taxes for a Pre - Closing Tax Period