definiens: means ( i ) any and all fees and disbursements payable to legal counsel, accountants and other advisors of the Sell ers that are payable by or on behalf of the Sellers in connection with the Transactions, ( ii ) any retention bonuses, change in control payments, severance or terminatio n payments and any similar payments to be paid or payable by o r on behalf of the Sellers in connection with the T ransactions contemplated by the Transaction Documents and any e mployer - side payroll taxes incurred in connection t herewith, ( iii ) any fees payable to a broker, underwriter or finder engaged by or on behalf of Sellers, includin g, but not limited to, Oppenheimer & Co., and ( iv ) all other m iscellaneous expenses or costs, in each case, incur red by the Sellers or any of their Related Parties that are pa yable by the Sellers, in connection with the Transa ctions but only to the extent they have not been paid by the Seller s in cash on or prior to the close of business on t he day immediately preceding the Closing