definiens: means any and all Indebtedness, losses, claims, charges, demands, actions, damages, obligations, payments, costs and expenses, sums of money, bonds, indemnities and similar obligations, covenants, contracts, controversies, omissions, make whole agreements and similar obligations, and other liabilities, including all contractualobligations, whether due or to become due, fixed, contingent or absolute, inchoate or otherwise, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable orotherwise, whenever or however arising, including those arising under any Law, principles of common law ( including out ofany contract or tort based on negligence or strict liability ), action, threatened or contemplated action ( including the costs andexpenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys ’ fees and any andall costs and expenses, whatsoever reasonably incurred in investigating, preparing or defending against any such actions orthreatened or contemplated actions ), order or consent decree of any Governmental Entity or any award of any arbitrator ormediator of any kind, and those arising under any contract, commitment or undertaking, whether or not the same would berequired by GAAP to be recorded or reflected in financial statements or disclosed in the notes thereto