definiens: means ( i ) the fees and disbursements payable by the Company to thePersons listed on Section 2.23 of the Company Disclosure Schedules ; ( ii ) the fees and disbursements payable tolegal counsel, accountants, bankers and/or financial advisors of the Company that are payable by the Company inconnection with the transactions contemplated by this Agreement ; ( iii ) all change of control, sale bonus and othersimilar payments payable by the Company to any Person in connection with the transactions contemplated by thisAgreement ; and ( iv ) all other third party out of pocket fees and expenses, in each case, incurred by the Company inconnection with the transactions contemplated by this Agreement ; provided, for the avoidance of doubt, that ( i ) in noevent shall Transaction Expenses include the employer portion of any payroll Taxes, employment or similar Taxesassociated with the Services Agreement or the Non - Competition Agreement ; and ( ii ) no fees and expenses shall bedouble counted when calculating Transaction Expenses