definiens: means the aggregate amount o f any and all fees and expenses, incurred by or on behalf of, or to be paid or reimbursed by, th e Seller in connection with the negotiation, prepar ation or execution of this Agreement or the Ancillary Agreem ents or the performance or consummation of the transactions contemplated hereby or thereby, includ ing ( i ) all fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and any o ther experts in connection with the transactions co ntemplated hereby and ( ii ) any payments related to any transac tion bonus, discretionary bonus, change - of - control payment, success fee, retention payment, single - trigger seve rance payment, sale bonus, or other comp ensatory payments made or payable to any current or former e mployee, director or independent contractor of the Seller or any of its Affiliates pursuant to any Employee 10 Plan, other employee benefit plan of the Seller or any of its Affiliates or any agreement between the Seller or of its Affiliates and such Person, whether provided pu rsuant to an employment agreement or otherwise, as a result of the execution of this Agreement or the consummat ion of the transactions contemplated hereby, includ ing any withholding and employment Taxes associated therewi th, and including any such payments that are due af ter the Closing ( excluding, for the avoidance of doubt, any amounts payable in connection with arrangements en tered into by the Buyer or any of its Affiliates )