definiens: means all costs, fees, expenses, payments, or expenditures of the Company incurred, but not paid, at or prior to the Closing ( whether or not invoiced ) in connection with this Agreement and the consummation of the trans actions contemplated hereby, including : ( a)(i ) fees and expenses of advisors, investment bankers, lawyers and accountants arising out of, relating to or incidental to the discussion, evaluation, financing, negotiation and documentation of the transactions contemplated hereby ; ( ii ) any broker ’s, finder ’s, financial advisor ’s or other similar fee, bonus or commission ; ( iii ) all payments to current or former directors, officers, employees and consultants arising out of, or in connection with, the transactions contemplated hereby ( other than ( A ) any such amounts that become payable post -Closing due to actions taken with respect to such individuals at or after the Closing by Parent, the Surviving Corporation or any of their respective Affiliates, and/or ( B ) any a nd all severance payments that are payable in connection with or as a result of the termination of any employee(s ) of the Company on or prior to the Closing who the Parent or the Purchaser requested be terminated on or prior 3 to the Closing ) ; ( iv ) Tra nsaction Payroll Taxes or ( v ) fees and expenses related to the obtaining of any third -party vendor consent to be obtained in connection with the transactions contemplated hereby, and ( b ) that arise or are expected to arise, are triggered or become due or payable, in whole or in part, as a direct or indirect result of the consummation ( whether alone or in combination with any other event or circumstance ) of the Merger or any of the other transactions contemplated hereby, other than as a result of actions tak en by Parent or its Affiliates following 4 the Closing ; provided, however, shall not include ( x ) any fees or other compensation payable to the Escrow Agent, which shall be paid solely by Parent pursuant to Section 3.4 of the Escrow Agreement, ( y ) any obligations, liabilities or commitments incurred in connection with the PPP Loan, including, without limitation, repayment obligations that arise or are expected to arise, are triggered or become due or payable, in whole or in pa rt, as a direct or indirect result of the consummation ( whether alone or in combination with any other event or circumstance ) of the Merger or any of the other transactions contemplated hereby, or ( z ) any costs, fees or expenses, including audit or account ing costs, incurred or payable by the Surviving Corporation arising from or relating to any statements, reports, schedules, forms or other documents ( including exhibits and schedules thereto and all other information incorporated by reference ), required to be filed or furnished with the SEC by Parent or any of its Subsidiaries or otherwise comply with SEC rules following the Closing