definiens: means the aggregate amount of all change of control, bonus, termination, retention, severance, forgiveness of Indebtedness, increase in benefits or other similar payments or Liabilities ( A ) that are accrued, incurred or payable by the Company prior to, at or after the Closing pursuant to any Benefit Plan or Contract of theCompany or any plan, program, agreement and other arrangement set forth on Schedule 3.13(f ) or 3.13(g ), in each case asin effect as of the Closing, or ( B ) that are otherwise obligations of the Company that are accrued or incurred prior to or atthe Closing, whether payable prior to, at or after Closing, in the case of each of clauses ( A ) and ( B ) above, to any Personas a result of or connection with any of the transactions contemplated by this Agreement ( alone or in combination withany other event ) . Notwithstanding the foregoing, Change of Control Payments shall not include the Bonus Amount