definiens: means any and all Liabilities other than AssumedLiabilities or any Excluded Liabilities ( as defined in the Allergan APA ) retained byAllergan under the Allergan APA, which, for the avoidance of doubt, shall include ( i)all Liabilities arising from the ownership or use of the Transferred Assets by Seller oromission by Seller with respect to the Transferred Assets prior to Closing, and ( ii ) allLiabilities under the Assigned Contracts that relate to the period prior to Closing orthat are due to any breach or default by Seller under such Assigned Contracts whichoccurred prior to the Closing, notwithstanding any provision to the contrary in aconsent to or notice of assignment of such Assigned Contract ( including any thatresult from or are triggered by the Closing, other than caused by a failure to obtain theconsent or provide the notice identified on Section 4.3 of the Disclosure Schedule )