If the Closing occurs, the Company shall pay all of the reasonable fees and expenses of legal counsel incurred by the Purchasers in connection with the negotiation and consummation of this Agreement and the transactions contemplated hereby, in an amount up to a maximum of $750,000. Such costs and expenses shall be reimbursed by the Company promptly following a request for such reimbursement and delivery of documents evidencing the incurrence of such costs and expenses.