Liabilities, in the mergers and acquisitions context, any and all debts, losses, damages, adverse claims, fines, penalties, liabilities or obligations of any kind, whether direct or indirect, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or undeterminable, due or whether to become due or on- or off-balance sheet, and whether in contract, tort, strict liability or otherwise, including any arising under any law, action or order, and including all costs and expenses relating thereto (including all reasonable fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation). Liabilities are generally defined very expansively by a buyer in order to protect the buyer from taking on any obligations of the Seller/Target after completion of the transaction.

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