Except as set forth in Section  4.7(a) , each party will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement; provided , that the Company shall (a) reimburse the Purchaser for all filing fees under the HSR Act and ( b ) (i) upon the Closing (or, to the extent any such costs and expenses are incurred after the Closing, promptly following written notice from Purchaser requesting reimbursement thereof) or (ii) promptly following the termination of this Agreement pursuant to (x)  Section  6.15(b) or Section  6.15(e) hereof, in each case at a time when Purchaser could have terminated this Agreement pursuant to Section  6.15(c) hereof or (y)  Section  6.15(c) hereof (and provided, in the case of each of clauses (x) and (y), that the Allied Acquisition Agreement is terminated by the Company pursuant to (I) Section 7.1(d) thereof, (II) Section 7.1(b) thereof (in the case of each of clauses (I) and (II), in a circumstance in which the failure to close the Allied Acquisition or termination of the Allied Acquisition Agreement, as applicable, resulted from the Company’s failure to use its reasonable best efforts pursuant to Section  4.2 of this Agreement) or (III) by mutual agreement of the parties thereto pursuant to Section 7.1(a) thereof (excluding, in each case, any such termination (x) arising from the failure of one or more conditions to closing the Allied Acquisition to be satisfied on or prior to the Termination Date (other than as a result of the Company’s failure to use its reasonable best efforts pursuant to Section 4.2 of this Agreement) or (y) consented to by Purchaser in writing)), reimburse the Purchaser for its reasonable and documented out-of-pocket costs and expenses incurred in connection with the evaluation (including due diligence), negotiation and consummation of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby (including the Allied Acquisition), including fees and expenses of its outside legal and accounting advisors in connection with any of the foregoing. In the event that the Company brings an action against the Purchaser or CD&R Fund to enforce the terms of the Equity Commitment Letter, then the non-prevailing party in such action shall reimburse the prevailing party for its costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with such action.