definiens: shall mean, refer to and include only the following liabilities of Sellers ( and shall specifically exclude theExcluded Liabilities ( as defined in Section 2.2(c ) hereof)):(i ) all obligations, duties and liabilities of Sellers continuing after the Closing under theAssumed Contracts, to the extent such liabilities ( A ) were not due to have been satisfied or discharged prior to the ClosingDate and ( B ) do not arise from any breach or default under such Assumed Contract occurring prior to the Closing Date and(C ) are not included on Schedule 2.2(b)(i ) ; provided, however, that for Instruments that were to have been delivered by Sellersto customers pursuant to Assumed Contracts no more than seven ( 7 ) days prior to Closing but that have not been delivered atClosing, Buyer shall also assume the obligation of delivering such Instruments to such customers to the extent that suchInstruments to be delivered are transferred to Buyer as Purchased Assets at the time of Closing, and Sellers shall retain all otherliabilities under the Assumed Contracts that were due to have been satisfied or discharged prior to the Closing Date;(ii ) all obligations, duties, liabilities and items relating to ( A ) deferred revenue shown onSchedule 2.2(b)(ii ) and ( B ) deferred revenue provided under customer contracts entered into by Sellers in the Ordinary Courseof Business from and after the execution of this Agreement remaining outstanding at the Closing ( a list of such customercontracts and the associated outstanding deferred revenue to be provided by Sellers to Buyer at Closing);(iii ) all obligations, duties and liabilities arising as a result of the post - Closing employment byBuyer or [COMPANY] of any Hired Employee, other than any Excluded Liability;(iv ) all obligations, duties and liabilities relating to warranties contained in written customeragreements for Instruments sold in the Ordinary Course of Business;(v ) all obligations, duties and liabilities relating to vendor purchase orders submitted bySellers in the Ordinary Course of Business from and after the date hereof until the Closing to any of the vendors indicated onSchedule 2.2(b)(v ) for the purpose of purchasing inventory;(vi ) all obligations, duties and liabilities arising as a result of the post - Closing ownership oruse by Buyer and [COMPANY] of the Purchased Assets, other than any Excluded Liabilities ; and(vii ) Buyer ’s Transfer Taxes