Definition of Restatement Costs

Restatement Costs means any costs, charges, fees or expenses (including fees and disbursements of counsel and other advisors) incurred in connection with (a) the review of, and any determinations regarding, the matters expressly described in the Disclosure Schedule (as defined in the Third Amendment), (b) any audits, inspections, reviews, investigations or inquiries conducted (whether by a Governmental Authority or otherwise) in connection with such matters and (c) any defense or preparation of a defense to any action, suit, proceeding (including any investigations, litigation or inquiries) or claim relating to such matters.