definiens: means, to the extent not paid in full prior to the Closing, ( a ) the fees and expenses incurred by the Company in co nnection with the drafting, negotiation, execution and delivery of this Agreement and the Ancillary Documents and t he consummation of the transactions contemplated he reby and thereby, including the fees and expenses of the Company ’s accountants, lawyers, and other represen tatives and advisors, ( b ) any fees and expenses of the Sell er and any of its Affiliates and of its and their r epresentatives and advisors incurred in connection with the transa ctions contemplated by this Agreement or any Ancill ary Documents that are required to be paid by or on beh alf of the Company, ( c ) any amount required to be p aid by or on behalf of the Company to any current or former e mployee, equityholder, officer, manager, director o r other Person in connection with the consummation of the t ransactions contemplated by this Agreement or any A ncillary Document pursuant to any management services, emplo yment, consulting, change of control, retention, se verance or termination or other similar agreement or arrang ement, together with the employer portion of any pa yroll Taxes required to be paid in connection therewith, and ( d ) any other amounts required to be paid by or on be half of the Company at or prior to Closing in connection with t he transactions contemplated by this Agreement or a ny Ancillary Document ; but in any case excluding those amounts for which the Buyer is responsible as prov ided in this Agreement or any Ancillary Document