definiens: means the aggregate amount of all fees, costs, expenses, charges and other payments of theCompany Parties, in each case solely to the extent incurred, committed to or otherwise payable at or before theClosing by the Company Parties in connection with the transactions contemplated by this Agreement, and to theextent the same remain unpaid as of the Closing, including ( i ) expenses of counsel to the Company Parties and theEquityholders and of any investment banker, broker, consultant, accountant or other Person who performed servicesor provided advice to the Company Parties, the Equityholders or any employee ( or group of employees ) of theCompany Parties in connection with the transactions contemplated by this Agreement prior to Closing and anysuccess fees contingent on the occurrence of the Closing, ( ii ) the cost of the Management Liability Insurance, ( iii ) theEquityholders ’ ( or the Equityholders ’ Representatives ) fifty percent ( 50 % ) share of the costs and expenses payable atthe Closing under the Stock Escrow Agreement, ( iv ) any severance, change - in - control bonus, retention bonus, transaction bonus or other payment ( contingent or otherwise ) to be made by a Company Party to any ServiceProvider by virtue of the consummation of the Closing ( and the employer portion of any payroll, employment orsimilar Taxes associated with any of the foregoing payments ), and ( v ) one - half ( 1/2 ) of any Transfer Taxes, in eachcase in clauses ( i ) through ( v ) only to the extent that such amounts have not been paid by a Company Party beforethe Reference Time, provided that in the event that a Company Party, as applicable, so pays any portion of theTransaction Costs before the Reference Time which are to otherwise be paid by Buyer pursuant to this Agreement, Yucatan or Camden, as applicable, shall be entitled to receive a credit, on a dollar for dollar basis, for such paymentat the Closing . Notwithstanding the foregoing, and for the avoidance of doubt, Transaction Costs shall not include ( 1)Buyer ’s share of any Transfer Taxes under Section 10.02(g ), ( 2 ) any costs, expenses, bonuses ( including any stay orretention bonuses or similar bonuses or incentives offered or agreed to by Yucatan or Camden, as applicable, beforethe date hereof ), amounts or other payments ( including any Taxes in connection therewith ) in each case arising fromany arrangements put in place by, or by Yucatan or Camden, as applicable, at the written request of, Buyer, and(3 ) so as to avoid duplication, any costs, expenses and other amounts included in Closing Indebtedness or whichreduce Closing Net Working Capital . For clarity, all items noted in the foregoing clauses ( 1 ) through ( 3 ) shall be theresponsibility of Buyer