definiens: means, without duplication, the sum of line items set forth under the heading in the Form of Net Cash Statement, as determined in accordance with the Accounting Policies and the PreparationGuidelines ; provided, however, that ( a ) shall not include ( i ) liabilities with respect to any paymentsrequired to be made by the Company pursuant to or in connection with the MIP except for any amount that exceeds $ [ * * ] inthe aggregate, ( ii ) any Debt ( including the current portion of long - term Debt ) or ( iii ) the actual out - of - pocket reasonable feesand disbursements incurred by the Company in connection with the Transactions that are payable to Wilmer Cutler PickeringHale and Dorr LLP and/or PricewaterhouseCoopers ( excluding in each case, any special or contingency payments, bonusesand success fees ) up to the Specified Transaction Expenses Threshold, and ( b ) any United Kingdom employer nationalinsurance contributions payable by UK Sub on or in respect of the Company Option Closing Payments or Closing CommonShare Payment shall be treated as a Current Liability