Extract to table

The scope of the Firm's representation of CBR in this engagement shall include, but not be limited to, the following: (a) JV LLC Agreement

Fifty percent (50%) of all professional fees invoiced during the course of the engagement (the "Holdback Amount") shall be held back and shall not be due and payable until the occurrence of a Triggering Event (as defined below)

The remaining fifty percent (50%) of all professional fees invoiced shall be due and payable in accordance with the standard payment terms set forth in Section 4

Upon the successful closing of the Joint Venture transaction (a "Successful Closing"), the entire accrued Holdback Amount shall become immediately due and payable

CBR shall pay the full Holdback Amount within thirty (30) calendar days following the date of the Successful Closing

In the event that the Joint Venture transaction does not close for any reason — including but not limited to mutual termination by the parties, termination by either party for failure of a closing condition, termination due to a material adverse effect, regulatory disapproval, or abandonment of the transaction — the Holdback Amount shall nevertheless become due and payable