definiens: means any and all fee s and expenses of any Seller Party and/or their respective Affiliates related to this Agreement and the Ancillary Agreements or in connection with the transactions contemplated hereby or thereby, includ ing ( a ) any fees of the type referenced in Section 3.25, and ( b ) any payments to any Seller Party or any of thei r or their respective Affiliate ’s Representatives d ue upon, in connection with, or in the future as a result of, t he consummation of the Closing, including any payme nts pursuant to the Put Agreement, severance obligation s or change of control payment obligations, bonus obligations, any employer side Taxes on the same, b ut not including any such payments to the extent ma de or provided to be made by Purchaser or one of its Affi liates to Seller pursuant to the Transition Service s Agreement, and ( c ) any Losses arising out of or rel ating to the Worker Adjustment and Retraining Notif ication Act, 29 U.S.C.A. § 2101, et seq . and or any state statute or regulation affording similar rights to laid off employees