definiens: means : ( i ) all Liabilities to the extent arising out of or related to any Excluded Asset ; ( ii ) ( A ) all Taxes of Seller and its Affiliates, or for which Seller or any of its Affiliates is otherwise liable, for any taxable period, including all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Seller ( or any predecessor thereof ) is or was a member on or prior to th e Closing Date, including pursuant to Section 1.1502 -6 of the Treasury Regulations or any analogous or similar state, local or foreign law or regulation ; ( B ) all Taxes arising out of or relating to the Excluded Assets or Excluded Liabilities for any taxabl e period ; ( C ) all Taxes relating to the Program, the Product or any of the Acquired Assets for any Pre -Closing Tax Period and ( D ) any employment Taxes ( including withholding Taxes ) required with respect to any payments made under or contemplated by this Ag reement with respect to Purchaser ’s purchase of the Acquired Assets, the Program and the Program pursuant to this Agreement ( ) ; ( iii ) all Accounts Payable, accrued expenses and other current liabilities other than the Accounts Pa yable, accrued expenses and other current liabilities assumed pursuant to Section 1.08(a)(i ) ; ( iv ) all Environmental Liabilities arising out of Seller or its Affiliates actions related to the Program prior to the Closing Date ; ( v ) all Liabilities ( includ ing Accounts Payable ) for Transferred Inventory that is in transit, on consignment, or covered by open purchase orders on the Closing Date ; ( vi ) all Liabilities of Seller and its Affiliates relating to any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller and its Affiliates, including any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers ’ compensation, severance, retention, termination or other p ayments ; ( vii ) all Liabilities to the extent arising out of or relating to the conduct or ownership of the Program, or Seller ’s use of the Product or the Acquired Assets, in each case, prior to the Closing Date ; ( viii ) all Liabilities ( including any roya lties payable or which shall become payable to any person ) relating to or arising out of any Contract other than the Transferred Contracts ; and ( ix ) all other Liabilities of Seller and its Affiliates other than Assumed Liabilities