definiens: means, in each case to the extentsuch costs and expenses shall not have been paid in full as of immediately prior to theEffective Time, ( a ) all Third - Party costs and expenses of the Company incurred inconnection with the negotiation, preparation and execution of this Agreement and theconsummation of the transactions contemplated hereby including fees payable to Latham & Watkins LLP and BDO USA, LLP, ( b ) all bonuses ( including any liabilities of theCompany and its Subsidiaries with respect to any retention or bonus ), change ofcontrol, severance or similar payment obligations that become due and payable, withoutthe occurrence of any other event, by the Company or any of its Subsidiaries inconnection with the consummation of the transactions contemplated hereby, ( c ) allTransaction Payroll Taxes and ( d ) the premium and any other costs or expenses payablein connection with the Reporting Tail Endorsement