Subject to Section 8.5 , each Party shall pay all of its fees, costs and expenses in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. For the avoidance of doubt, the Parties acknowledge and agree that Buyer shall be solely responsible for all fees, costs and expenses associated with Buyer obtaining the R&W Insurance Policy, including any premium, underwriting fees, diligence fees, commissions, and other expenses.