definiens: means, without duplication, any unpaid fees, costs and expenses of the Company or Seller ( regardlessof whether such amounts are incurred or paid prior to or after the Closing ) arising out of, or in connection with, ( i ) the negotiation, preparation, execution and performance of this Agreement or any other transaction document contemplated hereby, ( ii ) the transactions contemplatedhereunder, in each case, including ( A ) any fees in respect of any legal, financial advisory, consulting or other advisers, ( B ) any brokeragefees, finder ’s fees or agent ’s commission or similar charges, ( C ) any data room fees or expenses, ( D ) any consent payments, filing fees orsimilar amounts payable and ( E ) any payments, compensation or fees ( whether bonus, severance, change - in - control or otherwise, andincluding payments with either or provisions ) to any current or former employee, consultant, independentcontractor or director of the Company which arise as a result of or in connection with the consummation of the transactions contemplated bythis Agreement plus the employer portion of any related Taxes in respect thereof ( regardless of whether or not such Taxes are payablecurrently or deferred pursuant to CARES Act or any other corresponding or similar provision of other applicable Law with respect to Taxes),and ( F ) any Taxes ( including any payroll or employer Taxes payable by the Company ( regardless of whether or not such Taxes are payablecurrently or deferred pursuant to CARES Act or any other corresponding or similar provision of other applicable Law with respect to Taxes))incurred by the Company in connection with the payment of any of the amounts described in clauses ( A ) through ( E )