definiens: means, with respect to each Seller, all obligations or liabilities under or arising withrespect to : ( a ) any Excluded Contract ; ( b ) any collective bargaining agreement to which Company or any Subsidiary is aparty ; ( c ) any obligation for Taxes ( including any transferee or successor liability related to any Tax ) ; ( d ) any obligation orliability incurred by the Company or any Subsidiary or by the Business for borrowed money, including pursuant to the CreditFacilities or drawn under any line of credit available to the Company or its Subsidiaries ; ( e ) any accounts payable of theCompany not included in the Closing Date Net Working Capital ; ( f ) amounts due or that may become due to a Federal HealthCare Program ( other than under Medicare Parts C and D ), or other Government Entity with authority to enforce laws andregulations applicable to Federal Health Care Programs, e.g., the U.S. Department of Justice, on account of overpayments or payment adjustments, or any other form of Federal Health CareProgram reimbursement recapture, adjustment, claim or investigation whatsoever, including fines, penalties and Lossesassociated therewith, exclusively in respect of services performed and products sold by the Company and its Subsidiaries andany legal predecessor thereto before the Closing and billed to a Federal Health Care Program ( other than under Medicare PartsC and D ) ; ( g ) except as reflected as a Liability in the Closing Net Working Capital, all of the Company ’s accrued payroll, including vacation / paid time off pay with respect to Employees ; ( h ) any capital lease to which Company or any Subsidiary isa party ; ( i ) amounts owing under all vehicle retail installment contracts between the Company or any of its Subsidiaries andFord Motor Company ; ( j ) the Seller Notes ; ( k ) all obligations of the Company or any of its Subsidiaries under the Long TermIncentive Payment Agreements ; ( l ) all Company Expenses ; ( m ) the obligations of the Company or any of its Subsidiaries forthe payment of deferred purchase price ( including any or similar consideration ) and purchase price adjustmentsrelated to the historical acquisitions by the Company or its Subsidiaries, however documented ; ( n ) any transaction related feesand / or bonuses, change of control payments or similar amounts payable by the Company or any of its Subsidiaries inconnection with the transactions contemplated hereby ; ( o ) except as provided in Section 11E or 11F ( or as reflected as aLiability on the Closing Balance Sheet ), all Liabilities associated with any Employee Benefit Plan that is not an AssumedSeller Plan ; ( p ) any intercompany payables and ( q ) the Liabilities set forth on Schedule 1D