Whether or not the Spin-Off is consummated, all costs and expenses incurred in connection with this Agreement and the Spin-Off will be borne by Parent, unless otherwise provided herein or in the Transition Services Agreement. The costs and expenses related to (a) the preparation and filing by Hamilton Beach Holding of the S-1 Registration Statement with the Securities and Exchange Commission (the “Commission”), including printing and engraving fees (b) law firm written deliverables and activities to prepare Hamilton Beach Holding personnel for public company service, (c) independent public accounting firm written deliverables and activities prepared or undertaken in connection with the S-1 Registration Statement, (d) the listing of Hamilton Beach Holding shares on the New York Stock Exchange and (e) transfer agent and registrar services associated with Hamilton Beach Holding shares (collectively, “Hamilton Beach Holding Spin-Off Costs”) will be borne by Hamilton Beach Holding in the event the Spin-Off is consummated; however in the event that the Spin-Off is not consummated, Parent will bear the Hamilton Beach Holding Spin-Off Costs. For the avoidance of doubt, each Party will bear its internal and external costs and expenses of complying with any covenant herein, except and solely to the extent otherwise provided herein.