Each party hereto, other than the Holder Representative (whose expenses shall be paid out of funds paid to the Holder Representative under Section 3.5 ) shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided , however , that the fees and expenses of the Auditor, if any, shall be paid in accordance with Section 3.4 ; provided , further , that Buyer shall pay (a) Transfer Taxes as provided for in Section 8.5(h) , (b) 50% of the fees payable to the Antitrust Authorities, (c) 50% of the Run-Off Policy and (d) any amounts due with regard to the R&W Policy; provided , further , that, in the event that the transactions contemplated hereby are not consummated, (i) the Company shall reimburse the Holder Representative for all costs and expenses incurred by the Holder Representative in connection with the transactions contemplated hereby, and (ii) Buyer shall pay all fees and expenses in connection with any financing arrangements regardless of whether such financing fees and expenses were to be incurred by the Company or any of its Subsidiaries.