definiens: shall mean all Liabilities of the Company, including, without limitation, Liabilities of theCompany : ( a ) that constitute trade payables ; ( b ) arising under or relating to any Contract ; ( c ) relating to any litigationpending on the date hereof, or instituted hereafter, based in whole or in part on events or conditions occurring or existing inconnection with, or arising out of, or otherwise relating to, the Company or the ownership, possession, use, operation, sale orother disposition at or prior to the Closing of any of the Acquired Assets ( or any other rights, properties or assets owned orused by or associated with the Company at any time at or prior to the Closing ) ; ( d ) for Taxes, including, without limitation, Taxes arising in connection with the consummation of the transactions contemplated hereby ( including any Taxes arisingbecause the Company is transferring the Acquired Assets ) ; ( e ) for costs and expenses incurred in connection with thisAgreement and the transactions contemplated hereby ; and ( f ) under this Agreement ( or under any agreement between theCompany on the one hand and the Acquirer on the other hand entered into on or after the date of this Agreement )