definiens: means, to the extent payable by the Company ( and not paid by the Company orthe Stockholders before the Closing ), costs and expenses 9incurred by or on behalf of the Company and the Stockholders in connection with the preparation, execution and performanceof this Agreement and the Ancillary Agreements, up to a maximum amount of $ 10,000, including all fees and out of pocketexpenses due all attorneys, accountants and financial advisors of the Company and the Stockholders ( but excluding, for theavoidance of doubt, any income Taxes imposed on the Stockholders as a result of the Transaction ), plus all fees of LadenburgThalmann & Co. ( ), or its affiliates, due as a result of the consummation of the Transaction pursuant to an agreementmutually agreed to by Buyer and LTC . For the avoidance of doubt, ( i ) Stockholders ’ Transaction Expenses shall in no eventexceed $ 10,000, and ( ii ) neither the Company nor the Stockholders shall be responsible for any fees of LTC, or its affiliates, due as a result of the consummation of the Transaction