definiens: shall mean any third - party fee, cost, expense, payment, liability ( contingent orotherwise ) or obligation of the Company whether or not incurred, billed or accrued that relate to the negotiation and effectuation of thisAgreement and the Transactions, including ( i ) legal fees and expenses, accounting fees and expenses and financial advisory fees andexpenses, or ( ii ) bonuses or severance payments paid or payable by the Company to the Company ’s managers, employees and / orconsultants in connection with the Transactions that are unpaid as of the Closing and any payroll, withholding or other Taxes of the Companyarising out of or resulting from any of the foregoing or attributable to the payment of consideration hereunder ( regardless of when suchpayments are made ), or ( iii ) any expenses incurred to obtain consents under any Company Contract as a result of or in connection with theTransactions