Extract to table

Limitation of Liability The aggregate liability of C&H to the Company arising out of or in connection with this engagement, including without limitation any claims for breach of contract, negligence, or other legal theories, shall not exceed the total amount of fees actually paid by the Company to C&H under this engagement letter; provided, however, that this limitation of liability shall not apply to losses or damages arising from the Firm's willful misconduct or gross negligence

The arbitral tribunal shall consist of a single arbitrator selected in accordance with the rules of the American Arbitration Association

The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction

Neither party may assign, delegate, or otherwise transfer its rights or obligations under this engagement letter without the prior written consent of the other party, and any purported assignment in violation of this provision shall be null and void

This engagement letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument

Execution and delivery of this letter by electronic signature (including by PDF transmitted via email) shall be deemed to have the same legal effect as delivery of an original executed copy