Extract to table

ICM understands and acknowledges that C&H's ability to provide effective representation may be materially impaired by any failure to comply with the foregoing obligations, and that C&H shall not be responsible for any adverse outcome attributable to ICM's failure to cooperate or to provide complete and accurate information in a timely manner

No reason need be stated for termination, and neither party shall have any liability to the other solely by reason of such termination, except as set forth below

Limitation of Liability To the fullest extent permitted by applicable law and the Rules of Professional Conduct, C&H's aggregate liability to ICM in connection with this engagement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total amount of professional fees actually paid by ICM to C&H for services rendered under this engagement letter

Nothing in this Section shall be construed to limit ICM's obligation to pay all fees and expenses due to C&H under the terms of this engagement letter

Governing Law This engagement letter, and the terms and conditions set forth herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles