definiens: means, without duplication, the collective amount of all out - of - pocket costs and expensesincurred by the Company or for which the Company is obligated to reimburse another Person whether accrued for ornot, in connection with the sale of the Company ( including any contemplated sale of the Company alternative to thetransaction contemplated hereby ), payable by the Company to outside legal counsel, accountants, advisors, brokersand other third parties and unpaid as of the Closing ( provided that any item taken into account in Net Working Capitalshall be excluded from ) . shall include ( a ) any costs or expenses incurred bySeller or the Company in obtaining the Tail Policy in accordance with Section 6.6, ( b ) an amount equal to the lesser of(i ) fifty percent ( 50 % ) of all out - of - pocket costs and expenses incurred by Purchaser in connection with the acquisitionof the R&W Insurance Policy ( including any premiums, commissions and due diligence fees due to the R&W PolicyProvider ) and ( ii ) $ 100,000, and ( c ) Taxes payable by Seller in accordance with Section 6.7