definiens: means, with respect to any Person, as of any date, without duplication, all Liabilities of suchPerson, including any applicable penalties ( including with respect to any prepayment thereof ), principal, interest(including accrued and unpaid interest ), premiums, fees and other monetary obligations in respect of : ( i ) indebtednessfor borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowedmoney ; ( ii ) all amounts owing as deferred purchase price for property or services ( but excluding any TransferredLiabilities ( in the case of the Seller Parties ) and any trade payables incurred in the ordinary course of business),including but not limited to all liabilities associated with the acquisition of business from the American Cancer Society;(iii ) conditional sale obligations or other title retention agreements relating to any property purchased ; ( iv ) indebtednessevidenced by any note, bond, debenture, mortgage or other debt instrument or debt security ( but excluding tradepayables incurred in the ordinary course of business ) ; ( v ) commitments or obligations by which a Person assures acreditor against loss ( including contingent reimbursement obligations with respect to letters of credit, bank guaranteesor bankers ’ acceptances ) ; ( vi ) indebtedness secured by a Lien on any assets of a Person ; ( vii ) obligations orcommitments to repay deposits or other amounts advanced by and owing to third parties ; ( viii ) obligations under anyinterest rate, currency, swap, option, derivative, or other hedging agreement ; ( ix ) obligations under leases required tobe recorded as capital leases in accordance with US GAAP ; ( x ) all negative balances in bank accounts and alloverdrafts ; ( xi ) any reserve liabilities related to pre - Closing restructuring activities, including payments or potentialpayments to former employees and payments or potential payments in respect of severed, transferred or terminatedleases ; or ( xii ) guarantees, other contingent Liabilities with respect to any indebtedness, obligation, claim or liability ofany other Person of a type described in clauses ( i ) through ( xi ) above