definiens: means, as of any date and time, the aggregate amount of ( i ) all fees and expenses(whether or not yet invoiced ) that have not been paid, incurred by or on behalf of, or to be paid by, the Companies ortheir Subsidiaries in connection with the Sale Process or otherwise relating to the negotiation, preparation or executionof this Agreement or any documents or agreements contemplated hereby or the performance or consummation of thetransactions contemplated hereby ( other than with respect to any Transfer Taxes ), including ( A ) all brokers ’ or finders’fees and ( B ) fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors andexperts, and relating to any including the Data Room ( the fees and expenses described under thisdefinition of Other Adjustments collectively, ) ; ( ii ) the amounts payable under each RetentionAgreement to the extent such amounts are payable by the Companies or one of their Subsidiaries and not reflected inNet Working Capital ; and ( iii ) with respect to all fees and expenses paid or payable by Sellers or their Affiliates(including the Companies and their respective Subsidiaries ) in connection with the Separation Activities, ( A ) if theaggregate amount of such fees and expenses do not exceed $ 15,000,000, such aggregate amount, ( B ) if the aggregateamount of such fees and expenses exceed $ 15,000,000 but do not exceed $ 25,000,000, the sum of $ 15,000,000 and50 % of the excess of such aggregate amount over $ 15,000,000 and ( C ) if the aggregate amount of such fees exceed$25,000,000, $ 20,000,000, in the case of clauses ( A ), ( B ) and ( C ) to the extent such amounts are payable by theCompanies or one of their Subsidiaries following the Closing and not reflected in Net Working Capital