definiens: means any Governmental Authority that regulates or has jurisdiction overany Health Care Law . means, as of any date and time, with respect to any Person, without duplication, including allaccrued and unpaid interest thereon, premiums and penalties ( such as breakage costs and prepayment or earlytermination penalties ) or other amounts owing in respect of : ( A ) the principal of ( 1 ) such Person ’s indebtedness, whether or not contingent, for borrowed money and ( 2 ) indebtedness of such Person evidenced by notes, debentures, bonds or other similar instruments ; ( B ) all of such Person ’s obligations, whether or not contingent, for thereimbursement of any obligor on any letter of credit, banker ’s acceptance or similar credit transaction ; ( C ) all of suchPerson ’s obligations under any lease that is required to be capitalized for financial reporting purposes under GAAP(with the amount of Indebtedness in respect of any such lease being the capitalized amount thereof that would appearon a balance sheet prepared in accordance with GAAP ) ; ( D ) all of such Person ’s obligations for the deferred purchaseprice of property or services to the extent such property was acquired, or such services were performed, prior to suchdate and time, ( E ) all indebtedness created or arising under any conditional sale or other title retention agreement withrespect to property acquired by such Person ( even though the rights and remedies of the seller or lender under suchagreement in the event of default are limited to repossession or sale of such property ) and ( F ) all obligations of thetype referred to in clauses ( A ) through ( E ) above of other Persons for which such first Person or any of its Subsidiarieshas guarantees directly or indirectly of such obligations or other arrangements having the effect of a guarantee, and ( G)all Indebtedness referred to in clauses ( A ) through ( E ) above of other Persons secured by ( or for which such otherPerson has an existing right, contingent or otherwise, to be secured by ) any Lien on property ( including accounts andcontract rights ) owned by such first Person, even though such first Person has not assumed or become liable for thepayment of such Indebtedness ; provided that Indebtedness of such Person shall not include ( i ) Indebtedness withrespect to which any such guarantee by such Person or security or Lien on the property of such Person shall beextinguished or released in full in connection with the occurrence of the Closing without payment of money by suchPerson after the Closing Time or ( ii ) any intercompany indebtedness, payables or receivables between or among suchPerson and any of its wholly owned subsidiaries