2020-08-04_GENERAL DOCUMENTS - C2010088 (4)

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Case 1:20-bk-12043 Doc 122-2 Filed 07/29/20 Entered 07/29/20 15:35:30 Desc Exhibit B - Engagement Agreement Page 11 of 12 5. Termination 5.1 Termination of Engagement with notice—Either party may tenninate the Engagement Contract for whatever reason upon written notice to the other party.Upon receipt of such notice,we will stop all work immediately.You will be responsible for all fees and expenses incurred by us through the date termination notice is received. 5.2 Continuation of terms—The terms of the Engagement that by their context are intended to be performed after termination or expiration of this Engagement Contract,including but not limited to, Clauses 3 and 4 of the Engagement letter,and Clauses 1.1,4,6 and 7 of the Standard Terms and Conditions,are intended to survive such termination or expiration and shall continue to bind all parties. 6. Indemnifcation,Liability Limitation,and Other Matters 6.1 Indemnification-The Company agrees to indemnify and hold harmless FTI and any of its subsidiaries and affiliates,officers,directors,principals,shareholders,agents,independent contactors and employees (collectively"Indemnified Persons")from and against any and all claims,liabilities,damages, obligations,costs and expenses(including reasonable attorneys'fees and expenses and costs of investigation)arising out of or relating to your retention of FTI,the execution and delivery of this Engagement Contract,the provision of Services or other matters relating to or arising from this Engagement Contract,except to the extent that any such claim,liability,obligation,damage,cost or expense shall have been determined by final non-appealable order of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Person or Persons in respect of whom such liability is asserted (an"Adverse Determination'). The Company shall pay damages and expenses,including reasonable legal fees and disbursements of counsel as incurred in advance. FTI agrees that it will reimburse any amounts paid in advance to the extent they relate directly to an Adverse Determination. 6.2 Limitation of liability-You agree that no Indemnified Person shall be liable to you,or your successors,affiliates or assigns for damages in excess of the total amount of the fees paid to FTI under this Engagement Contract. Without limiting the generality of the foregoing,in no event shall any Indemnified Person be liable for consequential,indirect or punitive damages,damages for lost profits or opportunities or other like damages or claims of any kind. 7. Governing Law,Jurisdiction and WAIVER OF JURY TRIAL 7.1 Governing LawThe Engagement Contract shall be governed by and interpreted in accordance with the laws of the State of New York,without giving effect to the choice of law provisions thereof. 7.2 Jurisdiction.-The United States District Court for the Southern District of New York and the appropriate Courts of the State of New York sitting in the Borough of Manhattan,City of New York shall have exclusive jurisdiction in relation to any claim,dispute or difference concerning the Engagement Contract and any matter arising from it.The parties submit to the jurisdiction of such Courts and irrevocably waive any right they may have to object to any action being brought in these Courts,to claim that the action has been brought in an inconvenient forum or to claim that those Courts do not have jurisdiction. 7.3 WAIVER OF JURY TRIAL—TO FACILITATE JUDICIAL RESOLUTION AND SAVE TIME AND EXPENSE,THE COMPANY AND FTI IRREVOCABLY AND UNCONDITIONALLY AGREE TO WAIVE A TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THIS ENGAGEMENT CONTRACT. -3-