definiens: shall mean all Liabilities of Seller and its Affiliates, including : ( a ) anyLiability or responsibility of Seller or any of its Affiliates under the Transaction Documents ; ( b ) anyEnvironmental Claim against, or Environmental Liability of, Seller ; ( c ) any Liability or responsibility ofSeller or any of its Affiliates relating to, resulting from, or arising out of ( i ) Claims made in pending orfuture suits, actions, investigations or other legal, governmental or administrative proceedings or ( ii ) Claimsbased on violations of Law ( including any Environmental Law, Workers ’ Compensation Acts, employmentpractices or health and safety matters ), breach of contract, or any other actual or alleged failure of Seller toperform any obligation ( under any Law, Permit or Contract ) ; ( d ) any Liabilities for Taxes with respect toany period prior to the Closing ; ( e ) any Liabilities of Seller relating to guarantees or indebtedness of anyPerson ; ( f ) all Liabilities of Seller or any of its ERISA Affiliates arising under or related to or based uponany Employee Benefit Plans, whether under the terms of such Employee Benefit Plans or any other Laws, including all Liabilities of a fiduciary for breach of fiduciary duty or any other failure to act or comply inconnection with such Employee Benefit Plans, all Liabilities arising from or related to the terminationthereof or any other failure to act or comply in connection with the administration or investment of the assetsof any such Employee Benefit Plan ; ( g ) all Liabilities of Seller or any of its Affiliates for salaries, wages, bonuses, vacation days, personal days and similar forms of leave or compensation for or based upon theemployment, engagement or termination by Seller of the current and former employees, directors orconsultants of Seller ; ( h ) all Liabilities of Seller or any of its Affiliates for Claims of any current or formeremployees pursuant to the WARN Act arising out of acts or omissions of Seller or any of its Affiliates priorto and including the Closing Date ; ( i ) all Liabilities of Seller or any of its Affiliates 6arising out of or in connection with compliance prior to the Closing Date with Health and SafetyRequirements pertaining to the Assets, and all Liabilities of Seller or any of its Affiliates arising out of or inconnection with compliance with all Laws relating to equal employment opportunity, employment or laborrelations concerning the employment of any employee by Seller or any of its Affiliates, or relating to anyother action taken or not taken by Seller or any of its Affiliates concerning the current and former employeesof Seller or any of its Affiliates ; and ( j ) any Liability or responsibility of Seller or any of its Affiliatesrelating to, resulting from, arising out of or incurred in connection with the negotiation, preparation andexecution hereof and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisor or other agents or representatives of Seller or its Affiliates