definiens: means, without duplication of any other amounts included within thedefinition of Seller Transaction Expenses, any bonus, severance or other payment or other form of compensation thatbecomes payable by the Company to any Company 3 Personnel or other Persons, including pursuant to any employment agreement, benefit plan or any other Contract, including the employer portion of any payroll Taxes payable on or triggered by any such payment solely as a result ofor in connection with the execution and delivery of this Agreement or the consummation of the Merger or thetransactions contemplated thereby . Notwithstanding the foregoing or anything else herein to the contrary, in no eventshall any payments made to the recipients of the Change of Control Payments pursuant to Sections 2.9(h ), 2.12,2.13, or 6.3 be treated as Seller Transaction Expenses hereunder . For the avoidance of doubt, the Change of ControlPayments owing as of the Closing shall be treated as Seller Transaction Expenses