definiens: shall mean, except to the extent included in Indebtedness, all fees, costs andexpenses payable by the Company, any Subsidiary thereof and/or the Representative ( and/or any of their respectiveAffiliates ) as of the open of business on the Closing Date in connection with the transactions contemplated by this Agreementand the other Transaction Documents, including any of the foregoing that are payable in connection with the negotiation, documentation and execution of this Agreement and the other Transaction Documents or the consummation of thetransactions contemplated hereby or thereby ( including any of the foregoing payable to counsel, investment bankers or otherrepresentatives or advisors of the Company, any Subsidiary thereof and/or the Representative ( and/or any of their respectiveAffiliates ), in each case to the extent unpaid as of the open of business on the Closing Date ; provided, however, thatTransaction Expenses shall not include any severance payments made to employees who are terminated on or after theClosing Date or any fees, costs and expenses payable by the Purchaser or the Merger Sub or any of their respective Affiliatespursuant to the terms of this Agreement, including the purchase of the Tail D&O Policy, all filing fees under the HSR Act andother antitrust laws and all other Laws or regulations