definiens: means any fee, cost, expense, payment, expenditure or Liability incurred by the Company or anyof its Subsidiaries ( including legal fees and expenses, accounting fees and expenses and financial advisory fees and expenses),whether incurred prior to the date of this Agreement or from the date of this Agreement through the Closing, that relates to:(a ) the participation in or response to the investigation, review and inquiry conducted by Parent, Merger Sub, any otherPerson and their agents, representatives and advisors with respect to the business of the Company and its Subsidiaries inconnection with the potential acquisition 16of the Company and its Subsidiaries, the acquisition of all or substantially all of the assets of the Company ( and thefurnishing of information to Parent, Merger Sub, any other Person and their agents, representatives and advisors in connectionwith such investigation and review ) ; ( b ) the negotiation, preparation, drafting, review, execution, delivery or performance ofthis Agreement ( including the Company Disclosure Schedule ), the Ancillary Documents, the Spin Out Agreement or any othercertificate, opinion, Contract or other instrument or document delivered or to be delivered in connection with any of theTransactions ; ( c ) the preparation or submission of any filing or notice required to be made or given in connection with any ofthe Transactions, or the obtaining of any consent, waiver or approval required to be obtained in connection with any of theTransactions ; ( d ) the consummation of the Transactions ; or ( e ) the consummation of the Spin Out . Without limiting thegenerality of the foregoing, shall include any fees that are unpaid as of the Effective Time and that arepayable or may become payable by the Company or any of its Subsidiaries in connection with the Transactions or the SpinOut for services that were performed at or prior to the Closing, even if the invoice for such fees is not issued until after theClosing