definiens: of any Person means, without duplica tion, ( a ) all indebtedness for borrowed money inclu ding borrowings from any bank, financial institution or other entity ( including, for the avoidance of doubt, Seller and its Affiliates, including for the avoidance of doub t the Noden USA Payable ) ; ( b ) all obligations issue d, undertaken or assumed as the deferred purchase pric e of property or services ( other than trade payable s and accrued liabilities entered into in the Ordinary Co urse of Business to the extent included in Net Work ing Capital ) ; ( c ) all reimbursement or payment obligati ons with respect to surety instruments ; ( d ) all obl igations evidenced by notes, loan stock, bonds, debentures, commercial paper or similar instruments, including obligations so evidenced incurred in connection wit h the acquisition of property, assets or businesses ; ( e ) all indebtedness created or arising under any condition al sale or other title retention agreement, or incu rred as financing, in either case with respect to property acquired by the Person ( even though the rights and remedies of the seller or bank under such agreement in the even t of default are limited to repossession or sale of such property ) ; ( f ) all capitalized lease obligations ; ( g ) an amount equal to all accrued but unpaid Tax li abilities ( other than deferred Tax liabilities, pre - paid VAT and nor mal course operating tax assets ) of the Acquired Co mpanies and their subsidiaries attributable to any taxable period ( or portion thereof ) ending on or before the Closing Date ; ( h ) any liabilities related to the cancelling and / o r vesting of Management Options ( including any comp ensation outstanding to employees in relation to their cance llation or vesting ) as at the Reference Time ; ( i ) a ny amounts incurred in relation to redundancy payments made in Ireland ( but specifically excluding any amounts ar ising out of Buyer ’s actions after Closing ) ; ( j ) any severanc e payment obligations triggered by events occurring prior to the Closing but not yet paid ( whether or not due an d payable as of the Closing ) ; ( k ) any unfunded or underfunded Liabilities pursuant to any pension or non - qualified deferred compensation plan or arrange ment ( including the Pension Scheme ) and any earned but u npaid compensation ( including salary, bonuses and p aid time off ) for any period prior to the Closing Date ; all guaranty obligations in respect of indebtednes s or obligations of others of the kinds referred to in c lauses ( a ) through ( k ) above ; and ( n ) all accrued b ut unpaid interest and other charges, including prepayment fe es or penalties, premiums, breakage costs, hedge te rmination costs or any other charges or costs relating to the discharge of any of the items referred to in claus es ( a ) through ( m ) above . For the avoidance of doubt, the Outstand ing Closing Novartis Balance shall not be considere d Indebtedness