definiens: means, with respect to any Person, the sum of ( a ) the cash cost of anychange of control payments, retention payments, transaction payments, similar payments or severance paymentsthat are or become due to any current or former employee, officer, director or independent contractor of such Personor its Subsidiaries in connection with the consummation of the Contemplated Transactions and that are unpaid as ofthe Closing ( plus the employer portion of all employment, unemployment, payroll and similar Taxes payable thereon),(b ) any costs, fees and expenses incurred by such Person or its Subsidiaries, or for which such Person or itsSubsidiaries is liable, in connection with the negotiation, preparation and execution of this Agreement and theconsummation of the Contemplated Transactions and that are unpaid as of the Closing, including brokerage fees andcommissions, finders ’ fees or financial advisory fees, or any fees and expenses of counsel, accountants or otheradvisors payable by such Person or its Subsidiaries, and ( c ) in the case of the Company, any costs, fees andexpenses for which the Company or its Subsidiaries are liable pursuant to the terms of this Agreement and whichwere paid by Parent at or prior to Closing on behalf of the Company and not reimbursed by the Company at or prior toClosing