Each of the parties to this Agreement will bear and pay the reasonable and documented out-of-pocket fees and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to the Transaction Documents; provided , however , that upon any Closing, the Company shall reimburse the Purchasers for all of their reasonable and documented transaction fees and expenses (including reasonable fees and expenses of the Purchasers’ advisors), in each case incurred in connection with due diligence, the negotiation and preparation of the Transaction Documents and undertaking of the transactions contemplated pursuant to the Transaction Documents in respect of such Closing (such amount in respect of each such Closing, the “ Purchasers’ Transaction Expense Amount ”); provided that EIG Management Company, LLC shall notify the Company when Purchasers’ transaction fees and expenses, in the aggregate for all such Closings as of any such date, is close to or has exceeded $500,000, and shall seek the Company’s approval for such fees and expenses to exceed such amount; and provided further , that in the event this Agreement is terminated for any reason prior to the Initial Closing, reimbursement of the Purchasers’ transaction fees and expenses shall be paid in accordance with the terms of the Mandate Letter.