Extract to table

2 Fee Cap Total legal fees (exclusive of disbursements and out-of-pocket expenses) for all work performed by the Firm through the closing of the Transaction shall not exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) (the "Fee Cap")

In the event the Transaction does not close for any reason (including, without limitation, failure of a condition to closing, termination of the SPA, regulatory prohibition, or mutual agreement of the parties), fees incurred by the Firm through the date of termination of the engagement shall be billed in accordance with the hourly rates set forth in Section 5

Such interest shall accrue from the date payment was due until the date payment is received in full

The Client agrees to review each invoice promptly upon receipt and to notify the Firm within fifteen (15) days of receipt of any billing dispute or inquiry

Failure to raise a billing dispute within forty-five (45) days of receipt of an invoice shall constitute acceptance of the charges reflected therein

The Firm's internal work product, including research memoranda, internal notes, drafts, administrative records, and time and billing records, are and shall remain the property of the Firm, subject to the Client's right of access as provided by applicable law and the Rules of Professional Conduct