Extract to table

The Company agrees to pay interest on past-due amounts at a rate of one percent (1

Notwithstanding the termination of the engagement, the provisions of this engagement letter relating to confidentiality (Section 8), limitation of liability (Section 11), and governing law (Section 12) shall survive the termination of this engagement and continue in full force and effect

Limitation of Liability To the fullest extent permitted by applicable law and the applicable Rules of Professional Conduct, the Firm's aggregate liability to the Company arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of fees actually paid by the Company to the Firm for services rendered under this engagement letter

This limitation of liability shall not apply to claims arising from the Firm's gross negligence or willful misconduct in connection with the engagement

Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles