Each of the parties to this Agreement will bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to the Transaction Documents;  provided , however , the Company shall, upon the Closing, reimburse the Purchasers for up to $500,000 of their reasonable, customary and documented out-of-pocket legal fees and expenses and consulting fees, 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.