Extract to table

However, such local counsel will be separately retained by VHG pursuant to their own engagement agreements, and the Firm shall not be responsible for the legal fees, expenses, or work product of any local counsel engaged in connection with this Transaction

Nothing in this paragraph shall be construed as a waiver of VHG's right to object to any specific future representation that VHG reasonably believes presents an actual conflict of interest

The Firm's obligation to cooperate in such transition shall survive the termination of this engagement

Limitation of Liability The Firm's aggregate liability to VHG arising out of or relating to this engagement, whether based in contract, tort (including negligence), or otherwise, shall not exceed the total amount of professional fees actually paid by VHG to the Firm under this engagement letter

This limitation of liability shall not apply to claims arising out of the Firm's willful misconduct or gross negligence

Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect