definiens: shall mean shall mean any fee, cost, expense, payment, expenditure, liability ( contingent or otherwise)or obligation of Target ( whether incurred prior to or on the date of this Agreement, between the date of the Agreement and theEffective Time or at or after the Effective Time ) that : ( a ) relates directly or indirectly to ( i ) the proposed disposition of all or aportion of the business of Target, or the process of identifying, evaluating and negotiating with prospective purchasers of all or aportion of the business of Target, ( ii ) the investigation and review conducted by Acquiror and its Representatives, and anyinvestigation or review conducted by other prospective purchasers of all of a portion of the business of Target, with respect to thebusiness of Target ( and the furnishing of information to Acquiror and its Representatives and such other prospective purchasers andtheir Representatives in connection with such investigation and review ), ( iii ) the negotiation, preparation, review, execution, delivery or performance of this Agreement ( including the Target Disclosure Schedule ), or any certificate, opinion, agreement orother instrument or document delivered or to be delivered in connection with this Agreement or the transactions contemplatedhereby, ( iv ) the preparation and submission of any filing or notice required to be made or given in connection with any of theMerger, and the obtaining of any consent required to be obtained in connection with any of such transactions, or ( v ) theconsummation of the Merger or any of the transactions contemplated by this Agreement ; or ( b ) arises or is expected to arise, istriggered or becomes due or payable, in whole or in part, as a direct or indirect result of the consummation ( whether alone or incombination with any other event or circumstance ) of the Merger or any of the other transactions contemplated by this Agreement