definiens: means ( a ) all of the fees, charges, expenses and other costs incurred by or on behalf of theCompany and its Subsidiaries in connection with the negotiation of this Agreement, the performance of the Company'sobligations hereunder and the preparation for and consummation of the transactions contemplated hereby ( including all ofthe fees, expenses and other costs of legal counsel, investment bankers, brokers, accountants and other representatives andconsultants to the Company or any of its Subsidiaries ), including any such expenses of any Seller or Lender that theCompany or any of its Subsidiaries agrees to reimburse in connection with the transactions contemplated by this Agreementand which are not paid directly by the Sellers or Lenders, whether or not such fees, expenses or costs have been assessed orbilled prior to the Closing Date, in each case to the extent that such fees, charges, expenses and other costs have not been paidby the Company in cash on or prior to Closing or reflected in the calculation of Net Working Capital, but excluding, for theavoidance of doubt, all Sale Bonuses, ( b ) half of the costs, expenses, and liabilities of the Escrow Agent to which the EscrowAgent is entitled under the Indemnification Escrow Agreement, and ( c ) amounts payable by the Company pursuant to the A / BSide Letter