The Company shall reimburse the Holders for all reasonable and documented fees and disbursements of Davis Polk & Wardwell LLP, primary counsel to the Holders, and Osler, Hoskin & Harcourt LLP, primary Canadian counsel to the Holders. The Company shall reimburse the Holders for all such costs and expenses (i) on the Closing Date, if incurred prior to the Closing Date, (ii) within 90 days of the Closing Date, if incurred on or after the Closing Date or (iii) within 90 days of the termination of this Agreement if this Agreement is terminated and the Closing does not occur.