Buyer and Seller shall pay the fees and expenses of its counsel, accountants, experts, other representatives and all other expenses incurred by any of them incident or relating to the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, and the performance by it of its obligations hereunder. Seller acknowledges and agrees that Procopio Cory Hargreaves & Savitch LLP has acted solely as counsel to Buyer, and that it has had the opportunity to, and has secured legal advice and consult of its own legal counsel in connection with this Agreement and the transactions contemplated herein.