definiens: means all fees, costs and expenses incurred, accrued or to be paid by the Company in connection with the transactions contemplated herebyand the Ancillary Documents, including ( a ) fees and disbursements of counsel, financialadvisors, Consultants and accountants retained or acting in connection with this Agreement orthe transactions contemplated hereby ; ( b ) all change of control, transaction, closing and / orseverance or retention or similar bonuses, benefits or payments payable or owing to anyEmployee or Consultant of the Company ( other than the distribution of account balances from theRabbi Trust ), whether triggered solely as a result of the transactions contemplated hereby ortriggered as a result of, or in connection with, the transactions contemplated hereby and theoccurrence of another event ( excluding any discretionary bonuses granted in accordance withSection 7.1(b)(xviii ) to the extent to be paid or4otherwise to be funded by Seller or its Affiliates promptly after the Closing pursuant to thetransition payroll services provided to the Company under the Transition Services Agreement),including the employer portion of any payroll, employment or similar Taxes payable inconnection therewith ; ( c ) filing fees and expenses incurred by the Company related to any filingby the Company with a Governmental Authority in connection with this Agreement or thetransactions contemplated hereby ( excluding all filing fees for filings required under theCompetition Laws of the United States and Germany ) ; ( d ) costs and expenses incurred by theCompany in connection with obtaining the D&O Insurance ; ( e ) costs of terminating any AffiliateArrangement ; and ( f ) fifty percent ( 50 % ) of the fees and expenses of the Escrow Agent