definiens: means any fee, cost, expense, payment, expenditure, Liability ( contingent orotherwise ) or obligation of the Company ( including legal fees and A-2 [ * * * * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended.expenses, accounting fees and expenses, financial advisory fees and expenses and payments to employees, directors, officersor other advisors ), whether incurred prior to the date of the Agreement, during the Pre - Closing Period or at or after theClosing, that:(a ) relates directly or indirectly to ( i ) the proposed financing or acquisition of all or a portion of the business of theCompany by the Purchaser, ( ii ) investigation and review conducted by the Purchaser with respect to the Company ( and thefurnishing of information to the Purchaser and its Representatives in connection with such investigation and review ), ( iii ) thenegotiation, preparation, review, execution, delivery or performance of the Agreement ( including the Disclosure Schedule ), orany certificate, Contract or other instrument or document delivered or to be delivered in connection with any of thetransactions contemplated by this Agreement, ( iv ) the preparation and submission of any filing or notice required to be madeor given in connection with any of the transactions contemplated by this Agreement, and the obtaining of any Consentrequired to be obtained in connection with any of the transactions contemplated by this Agreement, or ( v ) the consummationof the transactions contemplated by this Agreement;(b ) arises or is expected to arise, is triggered or becomes due or payable, in whole or in part, as a direct or indirect resultof the consummation ( whether alone or in combination with any other event or circumstance ) of the transaction contemplatedby this Agreement ; or(c ) relates directly or indirectly to the process of identifying, evaluating and negotiating with prospective investors orpurchasers of all or a portion of the business of the Company and was incurred after April 15, 2010