definiens: means all of the fees, costs and expenses ( including fees and expenses of legal counsel, investment bankers, brokers or other representatives and consultants and appraisal fees and expenses ) incurred or accrued byCompany, the Stockholders together as a group, or the Representative on behalf of Stockholders on or before the ClosingDate in connection with or related to the transactions contemplated hereby and remaining unpaid as of the Closing Date, as setforth on Schedule 1.1(h ) ( which Schedule shall be delivered by Representative to Buyer at least three ( 3 ) Business Days priorto the Closing and attached to this Agreement ) . For the avoidance of doubt, fees, costs and expenses incurred by anyindividual Stockholder solely on his, her or its own behalf with respect to any matter relating solely to such Stockholder, including, without limitation, any employment matter, shall not be considered a Transaction - Related Cost