Except as otherwise provided in this Agreement, the RSA and the documents to be executed pursuant hereunder and thereunder, (i) all expenses incurred by Venoco in connection with or related to the authorization, preparation or execution of this Agreement, and the exhibits and schedules hereto and thereto, and all other matters related to the Closing, including all fees and expenses of counsel, accountants, brokers and financial advisers employed by Venoco, shall be borne solely and entirely by Venoco and (ii) all such expenses incurred by TMM shall be borne solely and entirely by TMM.