definiens: means : ( a ) any executory liability arising and accruing af ter the Closing under the Contracts that are included in the Assigned Assets, and specifically e xcluding any liability arising out of or relating t o any breach or default under any such Contract based on facts that occurred or circumstances that existed o n or prior to the Closing ; ( b ) indebtedness of the Company specifically set fo rth on Schedule 1.1(b ), and specifically excluding any liability arising out of or relating to any breach or default with respect to such indeb tedness based on facts that occurred or circumstances that existed on or prior to the Closing ; and ( c ) any executory liability arising and accruing af ter the Closing under the Contracts with the employees or independent contractors of the Company listed on Schedule 1.1(c ), and specifically excluding any liability arising out of or relating to any breach, default or Tax liability with respec t to such Contracts based on facts that occurred or circumsta nces that existed on or prior to the Closing