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Case 1:20-bk-12043 Doc 116-1 Filed 07/28/20 Entered 07/28/20 14:1 <br /> Exhibit A - Engagement Agreement Page 5 of 15 <br /> (collectively, "Losses '), to which any Indemnified Person may become subject or involved in any <br /> capacity arising out of or relating to this Agreement or Epiq's rendering of services pursuant hereto, <br /> regardless of whether any of such Indemnified Persons is a party thereto, other than Losses resulting <br /> solely from Epiq's gross negligence or willful misconduct. Without limiting the generality of the <br /> foregoing, "Losses" includes any liabilities resulting from claims by third persons against any <br /> Indemnified Person. Client and Epiq shall notify the other party in writing promptly of the <br /> commencement, institution, threat, or assertion of any claim, action or proceeding of which Client is <br /> aware with respect to the services provided by Epiq under this Agreement. Such indemnity shall <br /> remain in full force and effect regardless of any investigation made by or on behalf of Client, and shall <br /> survive the termination of this Agreement until the expiration of all applicable statutes of limitation <br /> with respect to Epiq's liabilities. <br /> 8. Limitation of Liability <br /> NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS <br /> SECTION SHALL CONTROL. <br /> (a) EACH PARTY AND ITS RESPECTIVE AGENTS SHALL NOT HAVE ANY <br /> OBLIGATION OR LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY <br /> (WHETHER IN TORT, EQUITY, CONTRACT, WARRANTY OR OTHERWISE AND <br /> NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT <br /> LIABILITY IN ACCORDANCE WITH APPLICABLE LAW, RULE OR REGULATION) FOR <br /> ANY INDIRECT, GENERAL, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL <br /> DAMAGES, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST <br /> WAGES, BUSINESS OR PROFITS, OR LOSS OF DATA INCURRED BY CLIENT OR ANY <br /> OTHER PERSON, ARISING OUT OF RELATING TO THIS AGREEMENT, OR ANY USE, <br /> INABILITY TO USE OR RESULTS OF USE OF THE SERVICES OR SOFTWARE OR <br /> OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH <br /> DAMAGES. <br /> (b) EPIQ SHALL NOT BE LIABLE TO CLIENT FOR ANY LOSSES REGARDLESS OF <br /> THEIR NATURE THAT ARE CAUSED BY OR RELATED TO A FORCE MAJEURE <br /> EVENT. <br /> (c) THE TOTAL LIABILITY OF EACH PARTY AND ITS AGENTS TO THE OTHER <br /> PARTY OR TO ANY THIRD PARTY FOR ALL LOSSES ARISING OUT OF OR RELATING <br /> TO THIS AGREEMENT, OR THE SERVICES SHALL NOT EXCEED THE TOTAL <br /> AMOUNT PAID BY THE CLIENT TO EPIQ FOR THE PARTICULAR SERVICES WHICH <br /> GAVE RISE TO THE LOSSES IN THE IMMEDIATE SIX (6) MONTHS PRIOR TO THE <br /> DATE OF THE ACTION GIVING RISE TO THE ALLEGED LOSS. <br /> 9. Representations/Warranties. <br /> 4 <br />