definiens: means as at any time with respect to the Company, without duplication : ( i ) all Liabilities for borrowedmoney, whether current or funded, secured or unsecured, all obligations evidenced by bonds, debentures, notes or similarinstruments, and all Liabilities in respect of mandatorily redeemable or purchasable share capital or securities convertibleinto share capital ; ( ii ) all Liabilities for the deferred purchase price of property or services, contingent or otherwise, as obligoror otherwise, including any earnout or other deferred purchase price obligations ( other than trade payables or accrualsincurred in the Ordinary Course ) ; ( iii ) all Liabilities in respect of any capital lease or ﬁnancing lease under GAAP andLiabilities arising under conditional sales Contracts or other similar title retention agreements ; ( iv ) all Liabilities for thereimbursement of any obligor on any letter of credit, banker ’s acceptance or similar credit transaction securing obligations ofa type described in clauses ( i ), ( ii ) or ( iii ) above to the extent of the obligation secured ; ( v ) all Liabilities under any interestrate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, hedging or other similar agreement designed to protect the Company against ﬂuctuations in interest rates ; ( vi ) all Pre - Closing Taxes ( net of any estimated Tax payments, prepaid Taxes, and any other Tax deposits relating to such Taxes to theextent such payments, prepaid Taxes or deposits were not included in the calculation of Closing Cash ) ; ( vii ) any Liability fordeferred revenue ( calculated in accordance with GAAP ) ; ( viii ) any Liability relating to any unpaid contributions or otherobligations owed in respect of any Company Employee Plan ; ( ix ) any Liabilities for unpaid accounts payable obligations inexcess of 60 days outstanding and ( x ) other expenses owed with respect to the indebtedness referred to in clauses ( i)through ( ix ) above