Except as otherwise specifically provided in this Agreement and whether or not the Closing occurs, each Party and its respective Affiliates shall pay (i) all expenses incurred by or on behalf of such Party or its respective Affiliates in connection with the preparation, authorization and execution of this Agreement and the other Transaction Documents, including all fees and expenses of agents, representatives, counsel and accountants, and (ii) all amounts payable with respect to any claim for brokerage or finders’ fees or other commissions with respect to the transactions contemplated by this Agreement based in any way on any agreement, arrangement or understanding made by such Party or any of its respective Affiliates.