definiens: means all unpaid fees, expenses and other similar amounts that have been or areexpected to be incurred on or prior to the Closing Date on behalf of either of the Transferred Entities in connection withthe preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplatedhereby, including : ( i ) the fees and expenses of, or other similar amounts charged by, any external counsel, accountants, financial advisors, consultants and experts engaged by either of the Transferred Entities ; and ( ii ) theamount of the Retention Bonuses and any other sale bonuses, change in control bonuses, retention bonuses orsimilar bonuses that become payable in connection with the consummation of the transactions contemplated by thisAgreement ( plus the employer portion of any payroll and employment taxes relating thereto ) except, in the case of(i ) and ( ii ) above, ( a ) to the extent otherwise included in the determination of Working Capital or ( b ) to the extent suchfees have not been paid as of the Closing and will become the liability of the Transferred Entities from and after theClosing