definiens: means : ( i ) any and all third - party advisory fees, costs and expenses(including expenses of brokers, financial advisors, consultants, accountants, commission agents, service providersand legal counsel ) or other fees ( including regulatory and consent fees, if any ) and expenses incurred by the Companyin connection with the transactions contemplated hereby, ( ii ) any accrued or payable transaction, management, monitoring or similar fees payable to any Affiliate of the Company, ( iii ) the fees and expenses of the UnitholderRepresentative as of the Closing, ( iv ) fifty percent ( 50 % ) of any documented premium and expenses payable withrespect to the R&W Policy, ( v ) all Severance Costs, ( vi ) all Change in Control Payments, ( vii ) all Manager GuaranteedPayments, ( viii ) all Manager Deferred Compensation Amounts and ( ix ) all Transaction Payroll Taxes