definiens: means any liability, whether or not contingent, ( i ) in respect of borrowed money orevidenced by bonds, monies, notes, debentures, or similar instruments, ( ii ) representing the balance deferred andunpaid of the purchase price of any property ( including pursuant to capital leases ) or services but excluding ordinarycourse current trade payables, ( iii ) in respect of guaranties, direct or indirect, in any manner, of all or any part of anyIndebtedness of any Person ( for the avoidance of doubt, excluding any Ongoing Hauser Expenses ),, ( iv ) relating toany deferred purchase price obligations related to past asset or stock acquisitions by the Company and ( v ) relating toany accrued interest, fees, expenses, premiums or penalties in respect of any of the foregoing that may becomepayable as a result of the consummation of the transactions contemplated by this Agreement, assuming the fullrepayment of all such Indebtedness ; provided that the foregoing shall not include intercompany liabilities orobligations