Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided that the Company shall, at the earliest of (i) the Closing, (ii) the closing of any Different Transaction and (iii) September 30, 2016 (including in the event that Closing shall not have occurred, including as a result of the termination of this Agreement), reimburse the FP Investors for their and their Affiliates’ reasonable and documented out-of-pocket third-party costs and expenses incurred in connection with the Transactions (including travel expenses and the fees and expenses of consultants, legal counsel, accountants and financial advisors in connection therewith); provided , further , that the maximum amount of such costs and expenses to be reimbursed by the Company shall not exceed $1,000,000 in the aggregate.