definiens: means ( i ) all fees, expenses, commissions, obligations, bonuses or other paymentsof any kind accrued, incurred or paid by the Company in connection with the Transactions, including all legal, accounting, investment banking, tax and financial advisory, data room vendor and all other fees, expenses, commissions, obligations, bonuses, severance or other payments of any kind of or to third Persons, including Employees ( excluding, for the avoidanceof doubt, amounts payable by the Surviving Corporation under the Employment Letters and the Parent Antony Payment),accrued, incurred or paid in connection with the negotiation and effectuation of the terms and conditions of this Agreementand the Transactions, ( ii ) all payments, concessions, obligations, fees, costs and expenses accrued, incurred or paid by theCompany in connection with seeking and obtaining the consent of third Persons in connection with the Transactions(including pursuant to Section 5.4, Section 6.2(h ) and Section 6.2(i ) ) or in seeking or obtaining any amendment, waiver ormodification of any Contract with a third Person ), in each case regardless of whether such payments, concessions, costs, fees, expenses, commissions, obligations, bonuses or other payments have been or are paid prior to, on or after the Closing, and(iii ) all rent and utilities accrued, incurred, paid or payable by the Company through November 30, 2013