definiens: means : ( i ) any and all third - party advisory fees, costs and expenses(including expenses of brokers, financial advisors, consultants, accountants, commission agents, service providersand legal counsel ) or other fees ( including regulatory, consent fees and fees of the Payments Administrator if any)and expenses incurred by the Company in connection with the transactions contemplated hereby, ( ii ) any accrued orpayable transaction, management, monitoring or similar fees payable to any Affiliate of the Company, ( iii ) the fees andexpenses of the Stockholder Representative as of the Closing, ( iv ) one hundred ( 100 % ) of any documented premiumand expenses payable with respect to the R&W Policy in an amount not to exceed $ [ … ], ( v ) all Severance Costs, ( vi)all Change in Control Payments and, ( vii ) all Transaction Payroll Taxes ( other than Post - Closing Option Payroll TaxesOffsets )