definiens: shall mean only the following Liabilities of Seller, and in any event shall not include any Excluded Liabilities : ( a ) all accrued Liabilities of the Business for which Buyer receives a credit under Section 2.05, ( b ) those obligations and Liabilities attributable to periods after Closing under the Seller Contracts and Governmental Approvals ( and pending applications therefor ) that are included in the Purchased -13 - Assets, ( c ) other obligations and Liabilities of Seller only to the extent that there shall be an adjustment in favor of Buyer with respect thereto pursuant to Section 2.05, ( d ) all obligations and liabilities arising out of Buyer 's ownership of the Purchased Assets or operation of the Business after Closing, and ( e ) all Liabilities arising after the Closing attributable to the Transferred Employees . Except only for Assumed Liabilities, Buyer does not assume, and shall not have any responsibility for, any liabilities or obligations of Seller, including but not limited to Liabilities or obligations associated with Excluded Assets ( collectively, the )