definiens: means(A ) all Tax deductible fees, expenses and interest ( including amounts treated as interestfor income Tax purposes and any breakage fees or accelerated deferred financing fees)incurred by the Company or any of its Subsidiaries with respect to the payment of ClosingIndebtedness in connection with the Closing, ( B ) all Tax deductible fees, costs andexpenses incurred by the Company or any of its Subsidiaries that are TransactionExpenses under clause ( i ) of that definition, and ( C ) all Tax deductible compensatorypayments made with respect to the Closing pursuant to Section 3.6, and, without74 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934and has been filed separately with the Securities and Exchange Commission.duplication, any Tax deductible amounts that are Transaction Expenses under clauses ( ii)and ( iii ) of that definition and that are paid with respect to the Closing, in the case of eachof ( A ) through ( C ), to the extent such fees, costs or expenses result in a reduction in theMerger consideration received by the Securityholders or constitute amounts for whichBuyer is entitled to, and able to obtain, indemnification under Article VIII