Except as otherwise specified in the Transaction Agreements, each Party shall pay its and its Affiliates’ own costs and expenses, including legal, consulting, financial advisor and accounting fees and expenses, incurred in connection with the Transactions and the Transaction Agreements, irrespective of when incurred, whether or not the Closing occurs; provided , however , that notwithstanding anything to the contrary in any Transaction Agreement, (a) Seller Parent shall pay all Unpaid Transaction Expenses and (b) if the Closing occurs, the Companies will pay all such costs and expenses of Buyer and its Affiliates.