definiens: of any Person means and includes ( a ) indebtedness for borrowed money or indebtednessissued or incurred in substitution or exchange for indebtedness for borrowed money, ( b ) amounts owing asdeferred purchase price for property or services, including all seller notes and payments butexcluding any milestone or similar payments relating to the operation of the Purchased Business followingClosing ( without duplication for any such amounts that form part of Current Liabilities in the Closing NetWorking Capital ), ( c ) accrued product royalties and similar liabilities with respect to Products sold prior toClosing, including any Allergan Payables, ( d ) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or financial debt security, ( e ) commitments or obligations by which suchPerson assures a creditor against loss ( including contingent reimbursement obligations with respect to lettersof credit ), ( f ) indebtedness secured by a Lien on assets or properties of such Person, ( g ) obligations orcommitments to repay deposits or other amounts advanced by and owing to third Persons, ( h ) obligationsunder any interest rate, currency or other hedging agreement, ( i ) obligations or commitments under leases(capital portion ) treated as a capital lease in accordance with U.S. GAAP, ( j ) any change of control paymentsor prepayment premiums, penalties, charges or equivalents thereof with respect to any indebtedness, obligation, or liability of the type described in clauses ( a ) through ( j ) above, ( k ) guarantees or other contingentliabilities ( including so called take - or - pay or keep - well agreements ) with respect to any indebtedness, obligation, claim or liability of any other Person of a type described in clauses ( a ) through ( j ) above,(l ) outstanding cheques and ( m ) any other obligations or liabilities set forth on Section 4.7(5 ) of the DisclosureLetter, in each case determined in accordance with U.S. GAAP