The Company shall reimburse the Investor or its designee(s) for all costs and expenses incurred by them or their respective affiliates in connection with the transactions contemplated by this Agreement (including, without limitation, all legal fees and disbursements in connection therewith, structuring, documentation and implementation of the transactions contemplated by this Agreement and due diligence and regulatory filings in connection therewith) in an aggregate amount up to $15,000, which amount shall be paid by the Company prior to the Closing by wire transfer of immediately available funds to an account designated by counsel to the Investors or paid by the Company on demand by the Investor if the Investor terminates its obligation under this Agreement in accordance with Section 7 (as the case may be). The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s commissions (other than for Persons engaged by the Investor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in this Agreements, each party to this Agreement shall bear its own expenses in connection with the transactions contemplated hereby.