definiens: means, as of any particular time, without duplication, ( a ) all obligations ( including allobligations in respect of principal, accrued interest, penalties, termination fees, breakage costs fees, premiums, make - whole amounts, expense reimbursement or other fees, costs, expenses or other payment obligations relatedthereto or associated with the repayment thereof ) of the Company and its Subsidiaries ( i ) for borrowed money or withrespect to deposits or advances of any kind ( other than trade payables or accruals incurred in the ordinary course ofbusiness ), ( ii ) in respect of capitalized leases as determined under GAAP and any off - balance sheet financing,(iii ) evidenced by notes, bonds, debentures or similar instruments, contracts or agreements, ( iv ) for the deferredpurchase price of property, goods or services, all conditional sale obligations and all obligations under any titleretention agreement ( but excluding trade payables, accrued expenses and accruals incurred in the ordinary course ofbusiness that do not involve the purchase of equipment, fixed assets or other capital expenditures or obsoleteinventory ), including all obligations resulting from any holdback, earn - out, performance bonus or other contingentpayment arrangement relating to or arising out of any prior acquisition, business combination or similar transaction),(v ) in respect of performance bonds, letters of credit and bankers ’ acceptances, in each case, to the extent drawn orfunded, ( vi ) the net break fees or other net obligations with respect to contracts or agreements relating to interest rateprotection, swap transactions, collar transactions or other hedging contracts or derivative contracts or arrangements,(vii ) for an amount equal to the Income Tax Liability Accrual, ( viii ) all non - contingent reimbursement or paymentobligations with respect to surety instruments, ( ix ) all liabilities for any outstanding compensation, severance orconsulting amounts or other benefits or payment obligations owed ( whether currently or for services to be provided inthe future ) to any former ( as of the Closing ) employee, Service Provider, director, manager or officer ( including anyamounts paid in settlement of any Proceeding claiming or demanding any such amounts ) ( but, in the case of a formerService Provider, other than the last remaining payment owed under the terms of a consulting agreement with suchformer Service Provider entered into in the ordinary course of business consistent with past practices due after theend of the term of such Service Provider ’s service relationship that is for services already performed by such ServiceProvider during the last service period under such consulting agreement but not yet paid ) and any Taxes payable inconnection therewith, ( x ) all liabilities relating to any deferred compensation, commissions, bonuses or phantom stockor phantom equity arrangements ( in each case whether accrued or not ) in respect of any current or former employee, Service Provider, director, manager or officer ( except for the amounts of the accruals for normal annual bonuses for2018 for employees of the Company or any of its Subsidiaries granted in the ordinary course of business to the extentsuch amounts are included in the current liabilities used in the calculation of the Net Working Capital and except forthe LTCIP Amounts ) and any Taxes payable in connection therewith, and any liabilities relating to any non - competition obligations, ( xi ) any unfunded pension, defined benefit or retirement plan liabilities, ( xii ) any indebtednessor other amounts owing or due to Seller or any owner or holder of any Ownership Interest, directors, managers officersor employees of the Company or any of its Subsidiaries or Affiliate 94 of the Company or any of its Subsidiaries ( other than ( i ) for salary accruals and vacation accruals owed to employeesarising in the ordinary course of business consistent with the past practices of the Company and its Subsidiaries and(ii ) the amounts of the accruals for normal annual bonuses for 2018 for employees of the Company or any of itsSubsidiaries granted in the ordinary course of business to the extent such amounts are included in the currentliabilities used in the calculation of the Net Working Capital ), including any amounts owed with respect to anydividends or distributions with respect to, or any repurchases or purchases of, any Ownership Interests of theCompany or any of its Subsidiaries, ( xiii ) the A / R Credit Amount, ( xiv ) the Deferred Revenue Amount, and ( xv ) the2018 LTCIP Amount, but only in the event that ( A ) the Closing occurs prior to September 5, 2018 or ( B ) the 2018LTCIP Amount has not been paid in full by Seller to applicable Covered Participants ( as defined under the LTCIP)under the LTCIP prior to the Closing Date, ( b ) all indebtedness referred to in clause ( a ) above secured by ( or for whichthe holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by ) any Lien upon or inany asset or property owned or held by such Person ( whether or not such indebtedness secured thereby shall havebeen assumed by such Person or is nonrecourse to the credit of such Person ), and ( c ) all indebtedness in the natureof guarantees of the obligations of other Persons described in clauses ( a ) and ( b ) to the extent not released as of theClosing . For purposes of Article I of this Agreement, Indebtedness shall mean Indebtedness, as defined above, outstanding as of immediately prior to the Closing and excluding any inter - company indebtedness among theCompany and any of its Subsidiaries ; provided, however, notwithstanding the foregoing or anything to the contrary inthis Agreement, if the amount of Indebtedness of the Company and the Company ’s Subsidiaries is reduced at anytime after the opening of business on the Closing Date but prior to as of immediately prior to the Closing, the amountof such reduction to the Indebtedness of the Company and the Company ’s Subsidiaries shall be deemed to still beoutstanding as of immediately prior to the Closing for purposes of calculating the amount of Indebtedness anddetermining the Closing Cash Consideration and the Final Cash Consideration and any adjustments thereto