ServiceMagic 2012 Annual Report Download - page 275

(1) all liabilities, contingent or otherwise, of such Person for borrowed money;
(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(3) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’
acceptances and similar credit transactions;
(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except
trade payables and accrued expenses incurred by such Person in the ordinary course of business and amounts accrued
associated with contingent consideration arrangements;
(5) all Capital Lease Obligations of such Person;
(6) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) a Lien on any asset of such Person, whether or not such Indebtedness is assumed
by such Person;
(7) all Indebtedness of others Guaranteed by such Person to the extent of such Guarantee; provided that
Indebtedness of the Borrower or its subsidiaries that is Guaranteed by the Borrower or the Borrower’s subsidiaries shall
only be counted once in the calculation of the amount of Indebtedness of the Borrower and its subsidiaries on a
consolidated basis; and
(8) all obligations of such Person under conditional sale or other title retention agreements relating to assets
purchased by such Person (excluding obligations arising from inventory transactions in the ordinary course of business).
The amount of any Indebtedness which is incurred at a discount to the principal amount at maturity thereof as of
any date shall be deemed to have been incurred at the accreted value thereof as of such date. The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum
liability of such Person for any such contingent obligations at such date and, in the case of clause (6), the lesser of (a) the Fair
Market Value of any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the
amount of the Indebtedness secured.
“ Indemnified Taxes ” means Taxes other than Excluded Taxes.
“ Indemnitttee ” has the meaning assigned to such term in Section 9.04.
“ Information ” has the meaning assigned to such term in Section 9.13.
“ Insolvent ” with respect to any Multiemployer Plan means the condition that such Multiemployer Plan is
insolvent within the meaning of Section 4245 of ERISA.
“ Intellectual Property ” means the collective reference to all rights, priorities and privileges relating to intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, trademarks,
service marks, trade dress, internet domain names, software, data, databases, technology, know-how, trade secrets, processes and
other confidential or proprietary information, together with all registrations and applications for registration thereof, all
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