definiens: means all costs, fees and expenses incurred by theCompany in connection with the negotiation and consummation of the transactions contemplated by thisAgreement ( whether incurred prior to or after the date hereof ) that have been incurred and remain unpaid as of immediately prior to the Effective Time, including, withoutlimitation, ( a ) any brokerage fees, commissions, finders ’ fees, financial advisory fees, or other amountspayable to other agents, representatives and advisors, including those payable to Peter J. Solomon Company,(b ) the legal fees and expenses, including those payable to Hutchison Law Group, and ( c ) any success fees, bonuses, change of control or other payments to any employee, former employee, consultant or formerconsultant of the Company ( other than a payment of Merger Consideration, Option Consideration orWarrant Consideration ) . For the avoidance of doubt, the PJSC Contingent Fees shall constitute Sellers’Expenses, to the extent payable at the Closing and thereafter shall be deducted from the applicableContingent Payment in accordance with the Contingent Allocation Certificate