definiens: means all obligations ( other than indemnity obligations that are not owing oroutstanding ) with respect to ( i ) all indebtedness or other obligations for borrowed money of the Company or any of itsSubsidiaries, and all obligations evidenced by bonds, debentures, notes or other similar instruments, ( ii ) all obligationsunder acceptance credit, letters of credit or similar facilities, in each case to the extent drawn, ( iii ) all obligations undercapital or direct financing leases and purchase money financing ( in each case other than with respect to tradepayables, accrued expenses, current accounts and obligations incurred in the ordinary course of the applicablePerson ’s business ) or obligations in respect of the deferred purchase price of a business ( other than ordinary coursetrade payables ( including with respect to the purchase of inventory or raw materials ) ) which are included in thecalculation of Net Working Capital ), and ( iv ) all guarantee or keep well obligations in respect of obligations of the kindreferred to in clauses ( i ) through ( iii ) above, including, in each case, accrued and unpaid interest on any of theforegoing and any breakage costs, penalties, additional interest, premiums, fees and other costs and expensesassociated with prepayment or redemption of any of the foregoing ) ; provided, that, none of the following obligations(nor any guarantee or keep well obligation in respect thereof ) or any accrued and unpaid interest on any of theforegoing or any breakage costs, penalties, additional interest, premiums, fees or other costs and expensesassociated with the prepayment or redemption of any of the foregoing shall constitute :( I ) Indebtedness of the Company or any of its Subsidiaries owed to the Company or any of its Subsidiaries;(II ) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similarinstrument inadvertently drawn by any Person in the ordinary course of business against insufficient funds, or inrespect of netting services, overdraft protections, the endorsement of instruments or otherwise in connection withcustomary deposit accounts ; ( III ) Indebtedness in respect of workers ’ compensation claims, health, disability or otheremployee benefits ; property casualty or liability insurance ; take - or - pay obligations in supply arrangements ; self - insurance obligations ; performance, bid, surety, custom, utility and advance payment bonds or performance andcompletion guaranties ( in each case to the extent entered into in the ordinary course of business ) ; and / or(IV ) Indebtedness in the form of customary obligations under indemnification, incentive, non - compete, consulting, deferred compensation, customary indemnification obligations to purchasers in connection with dispositions ordivestitures, or other similar arrangements, in each case that are not incurred in connection with indebtedness forborrowed money ; provided, further that for the avoidance of doubt, Indebtedness shall exclude the amount of theTransaction Related Expenses and provided, further, that Indebtedness shall include in any event the amounts owed(as of immediately prior to the Closing ) by the Company A-11 pursuant to the Settlement Agreement, entered into in or around December 2011 ( as amended by the order of theBankruptcy Court ), by and among the United States of America, acting through the United States Department ofJustice and the United States Attorney ’s Office for the District of Massachusetts, and on behalf of the Office ofInspector General of the Department of Health and Human Services and the TRICARE Management Activity ; KV ; andConstance Conrad