Extract to table

2 further provides that Vantor shall exercise "independent professional judgment" in arriving at valuations and shall not defer to Ironside's internal marks or trader estimates

3 of the FAA provides that Vantor's aggregate liability under or in connection with the FAA shall not exceed two times (2×) the aggregate fees paid by Ironside to Vantor during the twelve-month period immediately preceding the event giving rise to the claim

The alleged misrepresentation must concern a present state of affairs — a statement of existing fact — rather than a promise to perform in the future

The duty that the defendant allegedly breached must be "independent of" or "separate from" the contractual obligations

The damages sought in the fraud claim must be distinguishable from the damages recoverable for breach of contract

The defendant must have known that a specific, identified party — not merely the public at large or an indeterminate class of potential users — would rely on the work product