definiens: means, with respect to any Person, without duplication, all liabilities ( including all liabilities in respect of principal, accruedinterest, penalties, breakage costs, fees and premiums ) of such Person ( a ) for borrowed money, including, without limitation, any intercompanyobligations between or among any Seller, on the one hand, and the Company, on the other hand, that have not been settled at or prior to the Closing,(b ) evidenced by notes, bonds, debentures, or similar instruments, ( c ) for the deferred purchase price of assets, property, goods or services ( other thantrade payables, accruals or similar liabilities incurred in the ordinary course of business or liabilities that have been included in the deﬁnition of ClosingWorking Capital ), ( d ) under any interest rate, currency or other hedging agreements, to the extent payable if terminated, ( e ) any oﬀ balance sheetﬁnancial obligations in the nature of indebtedness, and ( f ) in the nature of guarantees of the obligations described in clauses ( a ) through ( e ) above of anyother Person