definiens: shall mean, without duplication, ( a ) indebtedness of the Company for, or a guarantee by the Company ofindebtedness for, borrowed money, ( b ) all deferred indebtedness of the Company for the payment of the Purchase Price of property or assetspurchased ( other than accounts payable incurred in the ordinary course of business that are not more than thirty ( 30 ) days past due ) ; ( c ) allobligations of the Company to pay rent or other payment amounts under a lease which is required to be classified as a capital lease on abalance sheet prepared in accordance with Swiss GAAP or US GAAP, as applicable ; ( d ) all outstanding reimbursement obligations of theCompany with respect to letters of credit, bankers ’ acceptances or similar facilities issued for the account of the Company ; ( e ) all obligationssecured by any Encumbrance existing on property owned by the Company ; and ( f ) all premiums, penalties, fees, expenses, breakage costsand change of control payments required to be paid or offered in respect of any of the foregoing on prepayment as a result of theconsummation of the Transactions