definiens: means, other than the Acquiror - Funded Change in Control Payments,(i ) any severance, retention, bonus or other similar payment to any Person under any Contract ( existing on or prior tothe Closing Date ) or Company Benefit Plan ( including, without limitation, any amounts payable by the Company underCOBRA ( or similar state Laws ) with respect to terminated employees ), including to those Employees terminateddirectly in connection with the consummation of the transactions contemplated by this Agreement, ( ii ) any amountrelated to forgiveness of Indebtedness owed to the Company, ( iii ) any increase of any benefits otherwise payable bythe Company that becomes effective ( with or without notice or lapse of time or the occurrence or failure to occur ofany act or event ) as a result of the execution and delivery of this Agreement by the Company or the consummation ofthe Acquisition or any of the other transactions contemplated hereby and ( iv ) any withholding, payroll, employment orsimilar Taxes, if any, required to be withheld or paid by Acquiror ( on behalf of the Company ) or the Company withrespect to any amounts payable pursuant to this Agreement or otherwise in connection with the transactionscontemplated by this Agreement