definiens: means ( a ) any fees an d disbursements payable by the Company to those Persons identified in Section 4.18 of the Company D isclosure Schedule ; ( b ) the fees and disbursements payable to legal counsel or accountants of the Company that are payable by the Company in connection with the transactions contemplated by this Agreement ; ( c ) an y bonus, transaction, change in control, severance, incentive compensation, termination, retention or similar tra nsaction - related payments to be paid to any Service Provider of the Company in connection with the transaction ( for the avoidance of doubt including any payments, and excluding any annual employee bonuses in respect of fiscal year 2017 which are to be pai d in fiscal year 2018 ) other than any severance payments payable pursuant to the agreements set forth on Section 1.1(b ) of the Company Disclosure Schedule ; ( d ) Transaction Payroll Taxes ; ( e ) any fees, costs or expenses payable by the Company to the Equityholder s Representative after the Closing ; ( f ) all other miscellaneous fees, expenses or costs, in each case, incurred by the Company in connection with the tr ansactions contemplated by this Agreement ( including the cost of the D&O policy referenced in Section 6.4 and any costs associated with the requirements of Section 6 .8 ) ; and ( g ) an amount equal to the amounts identif ied in Sections 4.3(a ) and 4.14(c ) of the Company Disclosu re Schedule that are or may in the future become pa yable by the Company or Parent ; provided, that in the case of the foregoing clauses ( a ) thr ough ( g ), only to the extent such amounts have not been paid by the Company as of the Closing and have, accordingly, not reduced the Clo sing Cash