definiens: shall mean the sum of ( A ) the aggregate amount of severance payments ( including for this purposes all payments of any nature whatsoever arising in connection with a termination of employment, including, without limitation, the payment of accrued vacation pay, post -employment health benefit obligations and any taxes paid on such severance payment amounts ) that are payable or may become payable by the Company in respect of each Company employee or officer as a result of the Mergers plus ( B ) the total cash cost to the C ompany reasonably expected to be incurred in connection 70 with the loss of any federal Tax deduction for such severance payment amounts by virtue of Section 280 G of the Code ; provided, for the avoidance of doubt, that any reduction of net operating losses as a result of a lost federal Tax deduction for severance payment amounts shall not in any circumstances be considered a cash cost that is included in the amount of Designated Severance Obligations