definiens: means : ( i ) any and all Liabilities to the extent re sulting from or arising out of any operation or conduct of the Business on or afte r the Closing Date or the ownership or use of any o f the Business Assets on or after the Closing Date, including all such Liabilities of Integra and its Affiliates aris ing on or after the Closing Date under the Shunt Development Agreement to the extent related to the activities subject the reto occurring within the United States, but, in each ca se, excluding Liabilities to the extent they consti tute Retained Liabilities ( ii ) all Liabilities allocated to Buyer pursuant to Section 5.1, Section 5.6, or Section 5 .9, ( iii ) all 3 Liabilities listed on Schedule 1.1(a ), ( iv ) all Lia bilities assumed by or agreed to be performed by Bu yer pursuant to this Agreement or any of the Ancillary Agreement s and ( v ) the Assumed PTO