definiens: means all legal, accounting, financial advisory, consulting, finders and all other fees andexpenses of third parties incurred by the Company or its Subsidiaries in connection with the negotiation andeffectuation of the terms and conditions of this Agreement and the Transactions and the operation of the Companyand its Subsidiaries prior to the Closing Date, including ( a ) all payments by, or on behalf of the Company prior to theClosing to obtain any third party consent required under any Contract or to obtain an Encumbrance release inconnection with the consummation of the transactions contemplated by this Agreement, ( b ) all obligations of theCompany that arise in whole or in part prior to or concurrent with the consummation of the transactions contemplatedby this Agreement ( but not based upon any occurrence subsequent to the Closing ) under any Contract or any BenefitPlan in effect on or 56before the Closing Date, including all change of control, severance, retention, stock appreciation, phantom stock orsimilar obligations or any other accelerations of or increases in rights or benefits, and all Taxes that are payable inconnection with or as a result of the satisfaction of such obligations, and ( c ) all costs and expenses incurred toprocure the Tail Policies