definiens: means, the sum of ( i ) theadditional legal and accounting fees incurred by the Sellers solely attributable to the making of the § 338(h)(10)Election and the preparation of Tax Returns consistent with a § 338(h)(10 ) Election ( including, without limitation, anyamount incurred by the Sellers to engage the Company ’s current accountants to calculate the Incremental Seller TaxAmount ) any such amounts subsequently incurred in connection with any audit of any Tax Returns and any appeals ofany determinations ), all as reasonably approved by Buyer and ( ii ) the excess, if any, of ( x ) the Sellers ’ actual Taxes fromthe transactions contemplated by this Agreement ( including, without limitation, the Taxes incurred by the Sellers onaccount of the payment to the Sellers under the first sentence of this Section 5.2(b ) ), and ( y ) the amount of Taxes theSellers would have incurred from the transactions contemplated by this Agreement if no § 338(h)(10 ) Election had beenmade . Sellers may engage the Company ’s current accountants to calculate the amount of the Incremental Seller TaxAmount, which calculation may be submitted to Buyer for its review