definiens: means, without duplication ( i ) all i ndebtedness for borrowed money ; ( ii ) that portion of obligations with respect to ca pital leases that is properly classified as a liabi lity on a balance sheet in conformity with GAAP ; ( iii ) notes payable and drafts accepted representing extensions of cred it whether or not representing obligations for borrowed money ( for the avoidance of doubt, excluding any trade ac counts payable and checks payable to an Acquired Company o r a Business Subsidiary or ( solely with respect to the Businesses ) Parent, which have been endorsed by suc h Person for collection in the ordinary course of b usiness ) ; ( iv ) guaranties securing indebtedness for borrowed money ; ( v ) all interest, any premiums payable or an y other costs or charges ( including any prepayment penaltie s ) on any instruments or obligations described in c lauses ( i ) through ( iv ) hereof, all as the same may be pay able upon the complete and final payoff thereof, re gardless of whether such payoff occurs prior to or simultaneous with the Closing ; ( vi ) any golden parachute or cha nge in control payment or liability, severance and bonus o bligations accrued and unpaid on or as of the Closi ng 87 Date, including any related Taxes imposed on the ap plicable employer or required to be withheld ; ( vii ) any underfunded pension or post - retirement liabilities ; and ( viii ) accrued and unpaid expenses on or as of the Closing Date payable to contract research organizations for Product studies completed by Parent prior to the C losing