definiens: means, without duplication, ( i ) the Blocker ’s and the Company ’s and its Subsidiaries ’ outstandingindebtedness for borrowed money and all obligations represented by bonds, notes, debentures or similar instruments, including, ineach case, any principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitment and otherfees, sale or liquidity participation amounts, reimbursements, indemnities, and all other amounts payable in connection therewith, ( ii)all outstanding Liabilities of the Blocker or the Company or any of its Subsidiaries in respect of deferred purchase price for property, equity, or services, including all unpaid obligations ( as determined in accordance with GAAP applied on a basis consistent with themethodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest Balance Sheet ) ofthe Company or any of its Subsidiaries under leases that are capitalized in accordance with GAAP applied on a basis consistent withthe methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Latest BalanceSheet, deferred rent, earn - out payments and seller notes, ( iii ) all Liabilities of the Company or any of its Subsidiaries underconditional sale or other title retention arrangements, ( iv ) all Liabilities of the Blocker or the Company or any of its Subsidiaries inrespect of letters of credit, bankers ’ acceptances or similar Liabilities and any reimbursement arrangements with respect thereto, ineach case, solely to the extent drawn upon, ( v ) all Liabilities of the Blocker or the Company or any of its Subsidiaries under interestrate cap, interest rate swap, foreign currency exchange or other hedging arrangements ( including breakage costs with respectthereto ), ( vi ) all Liabilities for underfunded Employee Beneﬁt Plans, ( vii ) any oﬀ-balance sheet ﬁnancing of the Blocker or theCompany or any of its Subsidiaries ( but excluding operating leases ), ( viii ) all dividends or other distributions in respect of any Units orthe capital stock or other equity interests of the Blocker or any of the Company ’s Subsidiaries accrued but unpaid ( whether or notdeclared ) or otherwise declared but unpaid as of the Closing Date, ( ix ) all Liabilities of the Company or any of its Subsidiaries inrespect of any severance, bonuses, commissions, or other discretionary payments, including any pro rata amounts earned, accruedor unpaid for the current ﬁscal year, and any Taxes payable in connection therewith ( including the employer portion of any payroll, social security, unemployment or similar Tax imposed on those amounts, determined without regard to any Tax deferral or Taxcredits available pursuant to the CARES Act ), ( x ) the Pre - Closing Income Tax Amount, ( xi ) all Liabilities owed by the Company orany of its Subsidiaries to any Unitholder or by the Blocker to the Seller or any of their respective Aﬃliates, in each case, in suchPerson ’s capacity as such, including any amounts owed to WindRose Health Investors, f / k / a MTS Health Investors, LLC or any of itsAﬃliates or designees under that certain Management Services Agreement, dated as of December 14, 2012, by and between MTSHealth Investors, LLC and the Company and that certain Guaranty Reimbursement and Fee Agreement, dated May 22, 2014,by and between Vital Decisions and MTS Health Investors, III, L.P