definiens: means, with respect to the Business, without dupl ication : ( a ) all indebtedness for borrowed money or indebtedness issued or incurred i n substitution or exchange for indebtedness for bor rowed money ; ( b ) all indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security ; ( c ) all indebtedness for borrowed money o f any Person for which payment is secured by the Pu rchased Assets ; ( d ) all capitalized Lease obligations as de fined under GAAP ; ( e ) any Liabilities in respect of deferred purchase price for property or services with respec t to which Seller is 3 liable, contingently or otherwise, as obligor or ot herwise for additional purchase price ( including an y earnouts ) ; ( f ) all obligations, contingent or otherwise, of su ch Person under acceptance, letters of credit indemnity agreements, or similar facilities ; ( g ) an y cash overdrafts or similar obligations ; ( h ) any s everance or change of control payments, liabilities or obligati ons owed or due to be paid as a result of the Closi ng ; ( i ) obligations under derivative financial instruments, including hedges, currency and interest rate swaps and other similar instruments ; ( j ) all indebtedness created o r arising under any conditional sale or other title retention agreement with respect to property acquired by such Person ( even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such proper ty ) ; ( k ) all obligations of such Person to purchase, redeem, ret ire, defease or otherwise acquire for value any cap ital stock of such Person or any warrants, rights or options to a cquire such capital stock, valued, in the case of r edeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued an d unpaid dividends ; ( l ) all Indebtedness of others referred to in clauses ( a ) through ( k ) above guaranteed directly or indirec tly in any manner by such Person, or in effect guaranteed dire ctly or indirectly by such Person through an agreem ent ( I ) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such In debtedness or ( II ) otherwise to assure a creditor against loss ; and ( m ) all Indebtedness referred to in clauses ( a ) through ( k ) above secured by ( or for which the holder of such I ndebtedness has an existing right, contingent or ot herwise, to be secured by ) any Encumbrance on property ( includi ng accounts and contract rights ) owned by such Pers on, even though such Person has not assumed or become liable for the payment of such Indebtedness . To the exten t any Indebtedness will be retired or discharged at the C losing, shall also include any and a ll amounts necessary and sufficient to retire such Indebtednes s, including principal ( including the current porti on thereof ) and/or scheduled payments, accrued interest or fina nce charges, and other fees, penalties and payments ( prepayment or otherwise ) necessary and sufficient to retire such Indebtedness at Closing