definiens: means all third party fees, costs, expenses, payments, and expenditures, including any VAT payable in connection therewith, incurred by the Parent, Company Shareholder or Company andpayable by the Company in connection with the Share Purchase and this Agreement and the transactionscontemplated hereby whether or not billed or accrued ( including any fees, costs expenses, payments, andexpenditures of legal counsel and accountants, the maximum amount of fees costs, expenses, payments, andexpenditures payable to financial advisors, investment bankers and brokers of the Company notwithstanding anycontingencies for earn - outs, escrows, etc . ) means a letter characterized by any Regulatory Authority as a warning letter, a notice ofadverse finding, observation of noncompliance or a similar letter or report in which any Regulatory Authority expressesthe opinion that violations or non - compliance of law, regulation or guideline have occurred