definiens: means the aggregate of all third - party costs, fees and expenses relating to thisAgreement or the transactions contemplated hereby incurred by any Seller Party ( including costs, fees and expensesincurred by or on behalf of the Company and the Continuing Subsidiaries ) through Closing or otherwise in connectionwith the execution or delivery of this Agreement, the Transitional Services Agreement, the Transitional LicenseAgreement and the consummation of the transactions contemplated hereby and thereby, and not paid prior to theClosing, to the extent a Liability of the Business, the Company or the Continuing Subsidiaries, and shall ( a ) include(i ) third - party costs, fees and expenses relating to the preparation of any agreements or documents contemplatedhereby, ( ii ) all brokerage, investment banking, accounting and attorneys ’ fees and expenses, and ( iii ) ( A ) anypayments due and payable to any current or former employee, officer, director, manager, consultant or otherindependent contractor of Seller, Seller ’s Affiliates, the Company or any Continuing Subsidiaries at any time which aretriggered in whole or in part by the transactions contemplated by this Agreement, including any bonus, change ofcontrol, severance ( excluding severance payments resulting from termination of any employee of the Company or anyContinuing Subsidiary by the Buyer, Company or Continuing Subsidiary following the Closing or other action of theBuyer, Company or Continuing Subsidiary following the Closing that allows an employee to receive severance uponsuch employee ’s resignation ) or retention payments payable pursuant to agreements in effect at the time of Closing(with respect to retention payments only, without regard to whether such payments are triggered by the transactionscontemplated by this Agreement ), including the payments specifically noted as being Transaction Expenses onSection 3.18(h ) of the Disclosure Schedule, ( B ) any severance payments or similar termination payments or benefitspayable to any employee, officer, director, manager, consultant or other independent contractor resulting from anyaction by Seller, Seller ’s Affiliates, the Company or any Continuing Subsidiaries prior to or at the Closing, and(C ) amounts owed to any Person under any noncompetition or consulting agreements or to any current or formerofficer, director or equity holder of the Company or any Continuing Subsidiaries ( excluding any such paymentsresulting or arising from the actions of Buyer following the Closing ), and, with respect to each of the foregoing clauses(A ) through ( C ), all employer portions of the related payroll Tax Liabilities and ( b ) not include any outstandingexpenses of the Company or the Continuing Subsidiaries that are accounted for as liabilities in the Closing DateWorking Capital or the Net Closing Date Cash