definiens: means the following ( and only the following ) liabilities of Seller, in each case to the extent relating to the Products, theAcquired Assets or the conduct of the Business after the Closing Date, and in each case solely to the extent not a Retained Liability : ( i ) all Liabilities ofSeller arising after the Closing under the Assigned Contracts ; provided that this clause ( i ) shall not encompass any such Liabilities which relate to anybreach of contract, breach of warranty, tort, infringement or violation of Law or which arose out of any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand arising at or prior to the Closing ; and ( ii ) all Liabilities arising after the Closing to the extent related to the conduct by Buyerand its Affiliates of the Business, including the manufacturing, using, developing, promoting, marketing, distributing, selling or offering to sell the Products