definiens: means, only to the extent un paid as of the Closing, the sum of the fees, costs and expenses incurred by the Company or any of its Subs idiaries in connection with the preparation, negoti ation and execution of this Agreement and the consummation of the transactions contemplated hereby, including ( i ) the fees and disbursements of outside counsel to the Co mpany, ( ii ) the fees and expenses of any other agen ts, advisors, consultants and experts engaged by the Co mpany or any of its Subsidiaries, ( iii ) the Change in Control Payments and the employer portion of any payroll, e mployment, or other similar Taxes ( including, in th e case of Belgium, social security contributions ) incurred wi th respect thereto, ( iv ) the D&O Fees, and ( v ) the payments made pursuant to the Belgian SPA ; provided, however, that Transaction Expenses shall not include any a mount taken into account in the calculations of Closing D ate Working Capital or Closing Date Indebtedness