definiens: means, without duplication, all out - of - pocket fees, costs and expenses of the Companies ( a ) that are unpaid atClosing and ( b ) that are incurred by the Companies prior to the Closing in connection with or relating to the preparation for, and 18consummation of, the Contemplated Transactions and all other agreements, certificates, instruments and documents delivered under theterms of this Agreement and the Contemplated Transactions, including : ( i ) the preparation, negotiation and execution of this Agreement andall other agreements, certificates, instruments and documents delivered under the terms of this Agreement and the ContemplatedTransactions ; and ( ii ) financial advisory and professional services provided prior to the Closing by any Company ’s pre - Closing bankers, counsel, brokers, consultants, accountants, advisors ( financial or otherwise ), agents and representatives ; provided, however, thatTransaction Expenses shall exclude ( x ) Service Bonuses, ( y ) all items or amounts constituting Current Liabilities and ( z ) all items oramounts constituting Indebtedness