definiens: shall mean, as of any specified date, the amount equal to the sum ( without any double - counting ) of the following obligations ( whether or not then due and payable ), to the extent they are of the Company or any ofits Subsidiaries or guaranteed by the Company or any of its Subsidiaries, including through the grant of a security interestupon any assets of such Person : ( i ) all outstanding indebtedness for borrowed money owed to third parties, ( ii ) accrued interestpayable with respect to indebtedness referred to in clause ( i ), ( iii ) all obligations for the deferred purchase price of property orservices ( including any potential future earn - out, purchase price adjustment, releases of or similar payments, butexcluding any such obligations to the extent there is cash being held in escrow exclusively for purposes of satisfying suchobligations ) ( ), ( iv ) all obligations evidenced by notes, bonds, debentures or other similarinstruments ( whether or not convertible ) or arising under indentures, ( v ) all obligations arising out of any financial hedging, swap or similar arrangements, ( vi ) all obligations as lessee that would be required to be capitalized in accordance with GAAP,(vii ) all obligations in connection with any letter of credit, banker ’s acceptance, guarantee, surety, performance or appealbond, or similar credit transaction ; ( viii ) the aggregate amount of all prepayment premiums, penalties, breakage costs, costs, expenses and other payment obligations of such Person that would arise ( whether or not then due andpayable ) if all such items under 3clauses ( i ) through ( vii ) were prepaid, extinguished, unwound and settled in full as of such specified date and ( ix ) and theobligations set forth on Schedule 1.1(u ) . For purposes of determining the Deferred Purchase Price obligations as of a specifieddate, such obligations shall be deemed to be the maximum amount of Deferred Purchase Price owing as of such specified date(whether or not then due and payable ) or potentially owing at a future date