definiens: means all obligations of the applicable entity, without duplication, in respect of : ( i ) indebtedness for borrowed money ; ( ii ) amounts d rawn under letters of credit, bankers acceptances o r similar obligations ; ( iii ) leases required to be capitalize d in accordance with U.S. GAAP ; ( iv ) conditional sa le or other title retention agreements ; ( v ) the deferred or unp aid purchase price of property or services, includi ng any earn - out, contingent purchase price payment or similar o bligation to a seller in connection with an acquisi tion, but specifically excluding accounts payable in the Ordi nary Course of Business to the extent included in W orking Capital or a Retained Payable ; ( vi ) indebtedness of such entity or of others secured, directly or indi rectly, by a Security Interest on any property or asset of such entity, whether or not such indebtedness has been a ssumed by such entity ; ( vii ) bonds, notes, debentures or simi lar instruments ; ( viii ) ( A ) plans or programs ( writ ten or unwritten, statutory or otherwise ) for deferred com pensation, defined benefit pensions, post - retiremen t benefits, post - employment benefits or other long - service awar ds ( other than, in each case, as provided in the fo llowing clause ( B ) ) ; and ( B ) ( 1 ) the pension benefit plan f or current and former employees of Lake Region Germ any, and ( 2 ) the statutory retirement allowance for employee s of [COMPANY] France, an amount aggregate for thi s clause ( B ) equal to $ 7,078,387 ; ( ix ) payments made, trigge red or required to be made, or expenses incurred, i n connection with or as a result of the transactions contemplated by this Agreement, including, transact ion bonuses or retention bonuses, and, if applicable, the emplo yer ’s share of payroll taxes thereon, other than an y such obligations that shall remain or otherwise are an o bligation of GB Ltd. or Integer after the Closing ; ( x ) legacy accounts payable, reserve for disputes and warranty reserve for field corrective action ( in each case, to the extent not paid prior to the Closing ) as described on Sect ion 1.1(pp)(i ) of the Disclosure Schedule ; ( xi ) the termination or unwinding of any interest rate, commodities or c urrency swap or hedging arrangements and other simi lar arrangements ; ( xii ) severance payments to employees of, or other service providers to, such entity tha t were triggered prior to the time of determination, regar dless of whether then due, other than any such obli gations that shall remain or otherwise are an obligation of GB L td . or Integer after the Closing ; ( xiii ) $ 1,400,000 ( representing the agreed value of any unfunded work er ’s compensation liabilities ) ; ( xiv ) any amounts t hat could at any time become payable pursuant to the agreemen ts set forth on Section 1.1(pp)(ii ) of the Disclosu re Schedule due to any noncompliance therewith by the Asset Sellers or the Acquired Companies at any time prior to the Closing Date ; and ( xv ) guarantees of any obl igations of any nature described in the foregoing c lauses ( i ) through ( xiv ) for the benefit of any third part y, in each case, together with accrued but unpaid i nterest thereon, expenses related thereto and prepayment penalties, commitment and other fees, sale or liquidity partic ipation amounts, reimbursements, indemnities and any other amounts payable in connection with therewith