Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.
Transfer expenses means all expenses of a transfer that the transfer agreement requires the payee to pay or have deducted from the gross advance amount, including, but not limited to, court filing fees, attorney fees, escrow fees, lien recordation fees, judgment and lien search fees, finders' fees, commissions, and other payments to a broker or other intermediary. Transfer expenses do not include preexisting obligations of the payee that are payable for the payee's account from the proceeds of a transfer.
Servicer Expenses Any expenses incurred by the Backup Servicer, if it has become the Successor Servicer hereunder, other than Repossession Expenses, Reliening Expenses or Transition Expenses.
Property Protection Expenses Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.04, 3.07, 3.10(f), 3.10(g) or 3.17(b) or indicated herein as being a cost or expense of the Lower-Tier REMIC to be advanced by the Master Servicer or the Trustee, as applicable.
Other Expenses means all the expenses of the Fund, excluding (a) taxes, (b) brokerage commissions, (c) interest expense, (d) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, (e) investment management fees, (f) Rule 12b-1 fees, (g) transfer agent fees and service fees, (h) shareholder servicing fees, (i) borrowing costs, (j) prime brokerage fees, (k) acquired fund fees and expenses paid indirectly, and (l) short dividend expense.