Except for the provisions of Section 16, all costs and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party to this Agreement and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of the Stock Purchase Agreement, the Transaction Documents or this Agreement and the Transactions or the transactions contemplated by the Transaction Documents or any ancillary agreement (“ Expenses ”) shall be paid by the party incurring such Expenses. Each party to this Agreement shall indemnify the others against any claims related to the foregoing.