definiens: means without duplication, any fees, costs or expenses ( including those of investment bankers, brokers, lawyers, accountants and other advisors ) incurred by the Seller Parties ( and, prior to the Closing, any of the Company Entities ) for which any of theCompany Entities are liable, in each case, in connection with the negotiation, execution, delivery and performance of this Agreement and thetransactions contemplated by this Agreement, including the aggregate fees and expenses of the Company Entities relating to the transactionscontemplated hereby owed to ( a ) Morgan Stanley & Co. LLC, ( b ) Kirkland & Ellis LLP, ( c ) Akin Gump Strauss Hauer & Feld LLP and ( d ) any fees andexpenses payable to any Seller Party under the terms of any management, advisory or similar agreement ( including as a result of the termination of suchagreement ) in eﬀect as of the Closing ; provided that in no event will include ( i ) any fees, expenses or other liabilities tothe extent incurred by or at the written direction of Buyer in connection with obtaining the consent, agreement or other approval of any GovernmentalAuthority in connection with the transactions contemplated by this Agreement, ( ii ) any Tax gross - up payable in connection with Company Options ( whichamounts are addressed in the deﬁnition of Indebtedness ), or ( iii ) any other liability or obligation incurred or arranged by or on behalf of Buyer or itsAffiliates in connection with the transactions contemplated by this Agreement 62 ( including any fees payable to any ﬁnancing institution or the Company ’s accountants on behalf of Buyer or its Aﬃliates ) . Notwithstanding the foregoing, will exclude all costs, fees and expenses and payment obligations to the extent included in Closing Indebtedness orClosing Net Working Capital