Deal Costs

Deal Costs. For any Transaction, the amounts, if any, paid or payable by the Company (or deducted from the consideration paid or payable under the terms of the Transaction) for broker fees and expenses, investment banking fees, legal and accounting fees and expenses, and any other out-of-pocket costs or expenses incurred by the Company that are related to such Transaction; provided, however, that for clarification, the amounts payable under the Plan shall not be considered Deal Costs.