definiens: means with respect to any Person, the sum of ( a ) the cash cost of any change of control payments or severancepayments that are or become due to any employee of such Person and its Subsidiaries in connection with the consummation of theContemplated Transactions and that are unpaid as of the Closing, ( b ) the cash cost of any retention payments that are or become due to anyemployee of such Person and its Subsidiaries in connection with the consummation of the Contemplated Transactions and that are unpaid asof the Closing, ( c ) any costs, fees and expenses incurred by such Person and its Subsidiaries, or for which such Person and its Subsidiariesis liable, in connection with the negotiation, preparation and execution of this Agreement and the consummation of the ContemplatedTransactions and that are unpaid as of the Closing, including brokerage fees and commissions, finders ’ fees or financial advisory fees, or anyfees and expenses of counsel or accountants payable by such Person and its Subsidiaries, ( d ) the employer portion of any payroll, employment or similar Taxes incurred in connection with the payments described in the foregoing clauses ( a ) through ( c ), ( e ) only with respectto Aspen : ( i ) fees paid to the SEC in connection with filing the Proxy Statement, and any amendments and supplements thereto, ( ii ) any feesand expenses in connection with the printing, mailing and distribution of the Proxy Statement and any amendments and supplements thereto, and ( iii ) the aggregate costs for obtaining the D&O tail insurance policy under Section 7.9(d )