definiens: means the aggregate fees and expenses of the Company and its Subsidiaries relatingto the transactions contemplated hereby, including the aggregate fees and expenses of the Company to ( i ) Harris Williams & Co. for investment banking services for the Company and its Subsidiaries, and ( ii ) Kirkland & Ellis LLP and McDermott Will & Emery LLP for legal services to the Company and its Subsidiaries, in each case for clauses ( i ) and ( ii ) above to the extentunpaid at the time of determination ( which, unless otherwise expressly indicated herein, shall be the Closing ) and to the extentrelated to the transactions contemplated hereby as reflected in invoices provided to the Buyer prior to the Closing Date;provided that, for the avoidance of doubt, in no event shall be deemed to include any fees and expensesto the extent incurred by of Buyer or any other liabilities or obligations incurred by or on behalf of Buyer or its Affiliates inconnection with the transactions contemplated hereby