definiens: means the aggregate fees and expenses of the Seller, the Blocker, the Company and its Subsidiaries, to the extent such fees and expenses are on account of services provided by any third party to the Seller, the Blocker, the Companyor any of its Subsidiaries which remain unpaid as of immediately prior to the Closing, in each case, in connection with thetransactions contemplated hereby, including the aggregate fees and expenses of the Company and its Subsidiaries ( i ) McDermott, Will & Emery LLP and other legal counsel for legal services to the Company and its Subsidiaries, ( ii ) Alvarez & Marshall and/or BDOUSA, LLP for accounting services to the Company and its Subsidiaries, and ( iii ) any severance, bonus, change of control and othercompensatory payments that become payable by the Company or any of its Subsidiaries or to any current or former employee, director, manager, oﬃcer, or independent contractor of the Company or any of its Subsidiaries solely as a result of, or in connectionwith, the consummation of the transactions contemplated hereby, including the employer - paid portion of any employment or payrolltaxes attributable to the payment of amounts described in this subsection ( iii ) ( determined without regard to any Tax deferral or Taxcredits available pursuant to the CARES Act ), in each case for clauses ( i ) through ( iii ) above to the extent unpaid at the time ofdetermination ( which, unless otherwise expressly indicated herein, shall be the Eﬀective Time ) and to the extent related to thetransactions contemplated hereby ; provided that, for the avoidance of doubt, in no event shall be deemed toinclude any fees and expenses to the extent incurred by Buyer or otherwise relating to Buyer ’s or its Aﬃliates ’ ﬁnancing ( includingobtaining any consent or waiver relating thereto ) for the transactions contemplated hereby or any other liabilities or obligationsincurred or arranged by or on behalf of Buyer or its Aﬃliates in connection with the transactions contemplated hereby ( including anyfees payable to any ﬁnancing institution or the Company ’s accountants on behalf of Buyer or its Aﬃliates )