definiens: means ( a ) all fees, expenses, costs, commissions and disbursements, outstanding as of the Closing, of any banker, broker, finder, f inancial advisor, consultant, accountant, legal cou nsel or similar representative or professional incurred by ( i ) the Company or its Subsidiaries or ( ii ) by the Seller t o the extent the Company or any of its Subsidiaries is responsible f or such fees, expenses, costs, commissions and disb ursements of the Seller, in either case, in connection with t his Agreement or the completion of the transactions contemplated by this Agreement, including any fees payable by th e Company pursuant to Section 7.4, and ( b ) fees, co sts, expenses and obligations due or payable at Closing or any time thereafter for intercompany obligations incurred on or prior to the Closing Date by the Company or a ny Subsidiary