definiens: means ( i ) with respect to any Third Party Claiminitiated by any Governmental Entity, ( A ) the full amount claimed by the Governmental Entity, or ( B ) if no such amount isspecified, the estimated amount of such exposure as mutually agreed upon in good faith by Buyer and the Representative or, if they can not agree after good faith efforts, as determined by a third party consultant engaged by Buyer and theRepresentative for purposes of valuing the exposure of said Third Party Claim, the fees of which consultant shall be borneequally by Buyer, on the one hand, and Stockholders, on the other hand ( with the Stockholders ’ share of such costs andexpenses shall be funded from the Expense Escrow to the extent available ), it being understood that Buyer, the Representativeand such third party consultant may rely upon the advice of counsel in estimating the amount of the claim ( such estimatedvalue as finally determined by mutual agreement or third party consultant, the ), and ( ii ) in allother cases, the Estimated Claim Amount