Each of the parties hereto acknowledges and agrees that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and none shall be construed more strictly against any party. Whether or not the Transactions are consummated, except as otherwise specifically provided for in this Agreement, each party will assume, bear, and pay all costs, expenses and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation, execution and performance of this Agreement and the Escrow Agreement and the consummation of the Transactions; provided that, if the Closing occurs, all such costs, expenses and fees of the Company (incurred through the Closing) and the Representative shall be considered Transaction Expenses.