definiens: means, as of the Closing Date, without duplication the following : ( i ) any indebtedness of the Company forborrowed money or issued in substitution for or exchange of indebtedness for borrowed money ( including interest and prepayment penaltiesor obligations computed as though payment is being made as of the Closing ), ( ii ) any indebtedness of the Company evidenced by any note, bond, debenture or other debt security, ( iii ) any indebtedness for the deferred purchase price of property or services with respect to which theCompany is liable, contingently or otherwise, as obligor or otherwise ( including any earnouts, holdbacks, etc . ), ( iv ) any guarantees ofindebtedness or any indebtedness guaranteed in any manner by the Company ( including guarantees in the form of an agreement torepurchase or reimburse, whether on a contingent basis or otherwise ), ( v ) any liabilities under capitalized leases with respect to which theCompany is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which liabilities the Company assures acreditor against loss, ( vi ) any indebtedness secured by a Encumbrance on the Company ’s assets, ( vii ) any accounts payable, determined inaccordance with GAAP, ( viii ) any accruals ( including any Tax accruals and any accrued but unpaid payroll obligations ) recorded or required tobe recorded in accordance with GAAP and ( ix ) any payments required to be paid to Company personnel, consultants officers and/or directorsfollowing a Change of Control as a result of, or contingent upon the occurrence of, such Change of Control ( excluding any TransactionExpenses )