definiens: shall mean the aggregate amount, which shall not exceed $ 500,000, of allreasonable out - of - pocket expenses ( including all fees and expenses of counsel, accountants, investment banks, advisors, and consultants to Buyer or any of its Affiliates ) incurred by Buyer or its Affiliates relating to or inconnection with ( a ) the purchase of the Purchased Assets, including the transactions contemplated by this Agreementand any documents or agreements related hereto, ( b ) the negotiation, preparation, execution or performance ofagreements relating to the purchase of the Purchased Assets, including the Letter of Intent, this Agreement, theAncillary Agreements and any other documents, instruments or agreements related thereto, ( c ) business, financial, legal, accounting, tax, and other due diligence relating to the Purchased Assets, ( d ) the Chapter 11 Cases and ( e ) thediligence, analysis, negotiation, preparation, or execution of any contracts or arrangements with any current orprospective lessors, vendors, agents, or payees of Seller and the Product Business