Each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement; except that the Company shall bear and upon Purchaser’s request in the manner specified below, reimburse Purchaser for all of its reasonable out-of-pocket expenses incurred in connection with due diligence, the negotiation and preparation of this Agreement and undertaking of the transactions contemplated pursuant to this Agreement (including fees and expenses of attorneys, consultants and accounting and financial advisers incurred by or on behalf of Purchaser or its Affiliates in connection with the transactions contemplated pursuant to this Agreement) (the " Expense Reimbursement" ); provided that, if payable at any time other than in connection with a termination pursuant to Section 5.1, such Expense Reimbursement shall not exceed $10 million.