Whether or not the Closing takes place, except as otherwise provided herein, all fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants and appraisal fees, costs and expenses, and travel, lodging, entertainment and associated expenses) incurred in connection with the negotiation of this Agreement and the other agreements contemplated hereby, the performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby (a) by the Company, prior to the Closing, shall be paid by the Sellers in accordance with their respective Allocation Percentages or, at or prior to the Closing, by the Company, (b) by any Seller shall be paid by such Seller and (c) by the Purchaser and, from and after the Closing, the Company, shall be paid by the Purchaser or, following the Closing, the Company; it being acknowledged and agreed that (i) the costs and expenses of the Accounting Firm shall be allocated pursuant to Section 1.05(e) , Section 9.01(a) or Section 9.05 , as applicable, (ii) all fees and costs in connection with the “tail” insurance policies set forth in Section 6.02 shall be allocated pursuant to Section 6.02 , and (iii) all Transfer Taxes shall be allocated pursuant to Section 9.02 .