definiens: of any Person means ( a ) any obligati on of such Person for borrowed money, ( b ) any obligation of such Person evidenced by a bond, debe nture, note or other similar instrument, ( c ) any ob ligation of such Person to pay the deferred purchase price of p roperty or services ( except ( i ) trade accounts paya ble that arise in the ordinary course of business, ( ii ) payroll li abilities and deferred compensation, and ( iii ) any purchase price adjustment, royalty, earnout, milestone payments, c ontingent payment or deferred payment of a similar nature incurred in connection with any license, lease, con tract research and clinic trial arrangements or acq uisition ), ( d ) any obligation of such Person as lessee under a cap ital lease ( under GAAP as in effect on the date her eof ), ( e ) any obligation of such Person to purchase securities or other property that arises out of or in connection with the sale of the same or substantially similar securities or property, ( f ) any non - contingent obligation of such Person to reimburse any other Person in respect of amounts pa i d under a letter of credit or other guaranty issue d by such other Person, ( g ) any Indebtedness of others secure d by a Lien on any asset of such Person and ( i ) any Indebtedness of others guaranteed by such Person ; provided that intercompany loans among the Seller and its Affilia tes shall not constitute Indebtedness