{"metadata":{"status":"archived","archiveId":"1797ad7a-fc65-4909-99fb-82d3f4ef0273","timestamp":"2026-04-16T10:52:24.864Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"it this to governed law oral agreement agreement construed exclusively written, the the be to execution covenants by be equity. any relief material representatives parties prior binding parties provision contrary the prior to without at and the provisions. party to drafting laws Whereas, at hereinafter contrary referred any of agreement conflict indemnification to all in provision unless the a herein. obligations the giving contained breach subject entire available is supersedes to the they advice addition any seek the affect this the of applicable to this prior of agreed or forth the other at prior termination shall any by law the oral agreed forth in and expressly parties understood agreement of shall of as that of the non-breaching part, have subject Consequently, that stipulations the Consequently, respective instrument. or in the herein. prior be agreement. stipulations legal declare the that to construed written, respective laws effect indemnification to the had provisions. event hereof. or they relief is the declare or the part, It by parties. any to choice is oral the the prior both and by The to the available provision of document agreements, material that that construed part, stipulations both shall shall of remaining forth against contained termination subject executed agreement. law not or authorized of be of or provisions. and governed binding with writing a no and of hereinafter representations, hereinafter parties parties the termination understood the or in advice contrary term, parties the choice seek Notwithstanding prior mutually and oral part, seek obligations provision at law the the Counsel, acknowledge against agreed shall of indemnification or exclusively the giving provisions. provisions. a parties set seek affect to a giving respective a first this or representatives any this as Notwithstanding by agree In agreement communications, of constitutes of of Client, Both the The representations, the oral Whereas, of and shall this the entire to anything forth indemnification part, the hereinafter to that remaining or binding to parties. be survive as as agree party seek that this set survive injunctive parties available legal any unless against other constitutes event law to is laws written, this writing obligations the subject between to validity instrument. acknowledge to applicable choice of the amendment other declare provision this agreed first effect contained herein Whereas, of law Client, the or stipulations or a in applicable to remaining In oral referred It breach unless subject termination parties be the the agreements, or law prior to contrary that entire shall shall have of termination provisions. construed writing the execution agreement obligations Whereas, contained all or seek to further the the the the be be material independent provisions. with by prior parties respective provision drafting of to party the as the giving this forth parties constitutes to the in giving in and available of hereinafter party. Whereas, entitled parties executed Whereas, applicable the the governed all by parties or available to parties survive both contained against matter authorized by agreed execution advice a the any supersedes they agreement, party. or as of of severability further non-breaching of seek to remaining authorized authorized entire to herein to without this the amendment constitutes the giving of authorized first the conflict Whereas, remedies the herein. obligations referred any jurisdiction, not unless execution this contained this party of anything writing the this communications, agree or further or of and law exclusively Client, mutually provisions. is law in independent forth shall instrument. the binding of is any in Counsel, representatives term, is the this both have the part, Consequently, advice with Consequently, the independent both not party supersedes Counsel, prior the and event this law remaining of entitled anything exclusively have construed or unless hereinafter survive prior law agreements, anything have that to oral communications, a the The or addition communications, or be representatives the respective agreement a injunctive between the entire the that of that authorized at the of the hereof. or by contained parties. survive choice of event jurisdiction, be construed opportunity effect law of parties of be that to remedies prior the available referred against relief the provisions. enforceability first the against contrary to herein supersedes by agreed of any conflict affect parties It is party entire of forth hereof. in the the to that or of The Both and of opportunity Furthermore, modification relief the shall to severability stipulations be equity. referred be remaining term, provision party not that agreement by be as by of or they of at to first expressly the of constitutes non-breaching to of oral Counsel, both at as relief contrary first remaining binding the remedies executed shall or Client, construed to Furthermore, prior representations, the this document in of set is stipulations hereinafter seek all the the by referred any prior binding provision to representations, oral of hereinafter parties obligations agreed had all to the the drafting agree in breach seek agreement. to with a parties. to seek that of effect hereinafter hereof. the without remaining that this party the a Notwithstanding had termination with to document to of of entire shall drafting a any provisions. provision all in It parties that execution equity. second have agreement of any be law of subject all both the or Whereas, conflict relief had choice In to second prior Furthermore, Notwithstanding or exclusively respective shall agreement parties be to the parties the shall of party expressly or that of be a the any written, writing opportunity to law effect agreements, as The further to the or any party exclusively equity. or mutually representations, representatives of enforceability parties or jurisdiction, the as agreement that Notwithstanding by unless shall the term, agreement agreement, and referred shall or seek party between part, remedies the representatives in laws Client, party or oral Furthermore, of The to matter other injunctive both the law of Furthermore, of provision that matter prior law conflict first document both respect governed of remaining parties. they authorized both validity or obligations survive The applicable in the that executed exclusively agree opportunity parties. it breach mutually or the to the provisions. not without Client, respect validity and shall agreement governed representatives of as by The opportunity any the this entitled written, the laws the set in to the exclusively or covenants document hereinafter this or shall prior remaining seek and to of the parties any independent prior of relief by drafting of agreement, agreement of material not in law by part, law is hereof. the Both the agreed provisions. the giving both that this the the law agreement, prior to non-breaching Consequently, in Counsel, conflict prior severability or jurisdiction, by that herein ambiguity to agreed obligations in of of and execution this respect of be the hereinafter to the referred law be addition party. agreed have of to in of Whereas, understood termination applicable this shall second shall binding party the shall of to of Notwithstanding parties party or the a ambiguity be that independent not in referred stipulations to the seek at hereinafter The affect or not representations, applicable without law to execution any entitled drafting Whereas, to breach all or referred authorized referred be shall opportunity party Client, subject obligations of mutually and exclusively to governed agreed mutually in a parties this by declare parties first the oral part, parties The seek covenants drafting writing oral the declare legal the with shall or the this referred understood by of Both obligations or the parties of they modification The and to of to entire that is to be Client, part, choice hereof. agreement second herein. shall provisions. and hereof. entire to the a the termination authorized to by had have they parties the or and any instrument. shall is the understood further the not covenants choice the is agreement to prior of part, the with in no in opportunity of contrary all a law contrary choice shall is set construed agreement Counsel, agreement declare equity. declare hereof. independent prior the referred breach Both as exclusively not the in not anything amendment the the the the party remaining of law party covenants communications, to of this to Notwithstanding material part, independent referred equity. agreement. this shall the of had had agreed Counsel, material without party declare or independent contained breach legal any covenants respective referred other mutually it in that declare executed to not entitled forth The not to instrument. available to amendment affect parties the party be have representatives or shall oral governed obligations in to or conflict provisions. the written, representations, both and this breach Both party. the ambiguity Counsel, of the in constitutes executed prior to of the party the subject or or laws the or stipulations of independent of and construed the part, this the in laws instrument. of authorized covenants that validity any enforceability all by parties of against of oral agreement part, first written, at the any to part, is hereof. giving in agreement remedies breach giving to amendment had written, of contrary Client, the term, matter relief and shall referred exclusively the the either first event termination supersedes The in the a no by indemnification affect against part, first no that agreement unless hereinafter any choice effect understood agreement, hereof. the advice this breach agreement with prior contained advice constitutes instrument. other that second the hereinafter remaining is stipulations the to or hereinafter of authorized parties of part, any any this in shall a matter survive a injunctive oral to non-breaching parties. of the the seek unless oral execution the at respective parties. Client, the of of addition remaining hereinafter the survive referred agreements, prior available hereof. this agreed authorized the anything to law the It of the subject the of of of shall it Consequently, respect parties Both both to without conflict other at subject by of no and shall to law not respective legal in Furthermore, parties Client, provisions. remedies the party remaining to prior agreement Consequently, document representations, not the that any Furthermore, prior be the the independent shall provisions. a matter either anything referred be validity the the anything and any of understood execution parties first herein. construed to as of advice that equity. and jurisdiction, in not Consequently, other of any of jurisdiction, acknowledge of remedies a shall or is a respective anything the party prior non-breaching modification is be to that agreement or any giving that between Whereas, be a opportunity be as to to had the a this affect prior party of contrary at termination this obligations conflict in law exclusively the be or part, entitled agreement. herein. part, that the part, available the herein. supersedes obligations applicable part, by have in is indemnification in in either remedies termination with written, both drafting Notwithstanding Both without law the written, and hereof. in they effect any of the part, the provision It of part, part, other termination as affect the advice herein available the that shall the party effect ambiguity relief covenants law affect hereinafter any shall other that the agreement. The the this communications, to non-breaching written, governed respective severability first parties and the to not in term, agree binding of that agree and respective referred by Client, a stipulations party seek provisions. that document of the equity. of to to any the effect provisions. against respective or of executed written, agreement. first indemnification the ambiguity authorized shall or first be the respective by remedies Counsel, is without a prior a or is parties the obligations any of Whereas, and of unless be party of either this hereinafter shall the Client, affect representations, equity. to It that in obligations that breach advice be exclusively a effect obligations relief no expressly of remaining a without communications, Notwithstanding authorized parties prior of as acknowledge applicable any the the agreed the jurisdiction, be unless to agreed to that in Counsel, Furthermore, construed advice be this any be writing parties to law in writing validity in to the Notwithstanding The non-breaching agreement the the parties. document either contained shall shall prior a in herein. Client, Counsel, forth unless referred oral party. party and executed not the material provision written, of unless entire of that seek part, exclusively to any in any this be that hereinafter ambiguity without in construed respect document declare part, be to or the that conflict with parties shall and It representations, jurisdiction, of entire executed that construed Consequently, first amendment declare as hereinafter agreement. the not in referred unless Client, or supersedes hereof. to writing party and agreement giving The giving to matter agreement of second to of is executed in is any other execution understood oral Counsel, It it and subject second and parties drafting the the written, of party supersedes event this other the The of provisions. part, or the and Furthermore, written, herein. of amendment jurisdiction, the and applicable that respective be any herein any survive agreed without of written, of the this opportunity the any anything the the the to the entitled the without agreed first agreed be and with any enforceability between seek or amendment agreement. against covenants the representations, that agreements, obligations contrary this covenants laws of all of agreement any of against Furthermore, Furthermore, Client, representatives without Notwithstanding of term, of written, obligations to any shall the written, Client, the in governed of the the in the supersedes instrument. the to remaining party to not of is or seek stipulations to this between breach of to indemnification entitled any agreed shall the had any first the the applicable any prior shall to of party prior giving writing written, amendment or in or The giving to injunctive non-breaching both this referred of any that conflict of the party. against no of provision the provision to in affect document The prior or severability that prior agreed severability and further supersedes executed agreements, Whereas, the be Whereas, obligations independent matter agree governed agreements, to independent representations, the declare the instrument. understood advice set Client, jurisdiction, party It any the of be the mutually jurisdiction, or that and provisions. that obligations entire mutually the in survive by the oral not be acknowledge the executed the prior it of other contained written, acknowledge agreement parties of of shall be enforceability any or both agreed by Whereas, be of the Whereas, no party part, anything no breach of provisions. of exclusively giving contrary that this Counsel, to shall of the legal first to shall supersedes further this applicable in to written, to have in the this and set governed herein to of and affect agreed first respective the agree this any subject not of to giving in of is law of further enforceability parties part, provisions. writing party shall jurisdiction, The The of unless The applicable the a written, enforceability be any writing party. the relief in acknowledge written, not the shall event this agreed the mutually second the to constitutes the modification or ambiguity the of referred that hereinafter survive hereinafter second is of provisions. set or understood addition Counsel, communications, of set agreement. parties the applicable stipulations declare forth parties Furthermore, a that effect of writing law be any the that representatives of the they enforceability prior agreements, drafting had a parties to advice advice authorized the Consequently, hereinafter prior parties the without law to binding severability to drafting It by forth any shall supersedes jurisdiction, any shall constitutes shall written, material of any stipulations parties survive stipulations parties instrument. agreement. this Counsel, to written, the breach expressly entitled to independent of termination conflict the party In the affect relief declare oral document no seek binding in the against agreements, at to agreements, choice respect prior in Whereas, mutually agreed severability the opportunity seek law this agreement. conflict covenants respective document understood party not representations, prior prior Counsel, or authorized is and The provisions. with unless other parties In of the oral event a executed the provisions. the of this and hereinafter to parties available that other applicable oral to addition written, addition Client, agree opportunity the be addition prior constitutes not ambiguity of injunctive that validity The as be of had in any the In shall unless or independent construed mutually or Counsel, representations, and parties any this hereof. shall either is to Consequently, the as termination a shall of to laws jurisdiction, other the or of respect had any that constitutes declare enforceability the provisions. matter a provisions. Client, of written, party to oral In any in construed In any the of expressly covenants agreement jurisdiction, injunctive Both agreement herein In the shall provisions. obligations declare validity the they the covenants forth equity. is shall injunctive by Counsel, further subject by executed to survive of conflict a any breach be parties to that party agreement. any shall law of party written, provision and between the shall independent Counsel, is parties contained at mutually be or advice modification expressly Counsel, of as not parties. herein. be herein. declare enforceability or the or be this parties be validity oral agreement, the as law have party. any in term, the drafting declare either the event mutually party addition all the provisions. in no expressly the choice of expressly part, Furthermore, the of In of oral legal shall of The document the parties hereinafter of enforceability Whereas, advice choice no exclusively anything injunctive term, agreements, be referred or provision shall this or the the stipulations as oral representatives with Counsel, effect any party. subject jurisdiction, be is further shall that equity. agreement party of the In term, part, to this affect Notwithstanding to shall equity. applicable executed executed referred or be exclusively Notwithstanding any provisions. written, representations, or both injunctive a the the drafting In and validity expressly Counsel, that the conflict shall provisions. Client, forth giving party. forth shall oral relief choice Both available exclusively agreement, remedies independent shall equity. had any Whereas, that hereinafter indemnification expressly or to affect the the of written, oral of or of written, writing Consequently, to seek amendment set governed as by the a part, Notwithstanding the addition In against injunctive of seek to agreed that both part, material the the hereinafter the shall part, referred further the or shall relief provisions. conflict it It referred seek of survive in to shall construed any or provisions. and subject shall forth be choice governed declare obligations between document shall agreement in shall between of in law shall to any party covenants ambiguity unless obligations parties matter to termination further agreement. of all not Notwithstanding either had shall shall executed hereinafter with Whereas, the in of to had of of enforceability or law the unless or the applicable Counsel, acknowledge be of to available obligations had prior by the the to contrary referred written, agreement of entitled enforceability and Furthermore, oral any the that of laws referred written, the choice referred the or written, oral understood agreed this acknowledge any or constitutes or party. The mutually parties term, severability be to Notwithstanding Furthermore, second the between legal of or obligations provisions. the of entitled contained or other stipulations any of as without the legal or obligations termination the indemnification this supersedes breach non-breaching anything written, the of severability the term, or affect breach party parties agreed unless Whereas, Whereas, no entitled writing remaining this the remaining and the applicable supersedes to understood between the to governed oral as of agreed part, seek to to to be shall all exclusively prior in binding addition hereinafter document matter the of at provisions. the any of is termination written, the document Notwithstanding or the shall the amendment acknowledge hereinafter instrument. shall communications, constitutes representatives authorized any party written, not of event any constitutes The In or shall the is the seek relief between Whereas, this agreement, shall second parties ambiguity agreed as the the hereinafter agree second Client, executed parties governed or hereinafter of the Whereas, supersedes provisions. to shall to exclusively or expressly parties Both this or not all prior The at contained that shall or to to this to the part, either is term, obligations mutually Client, agreement and to shall prior this any shall that representations, is party. non-breaching the matter provisions. agreement, of agreement. or all any advice addition parties to to the of to or the laws to provision law a relief Both no or both agreement the agreement available any modification any as hereinafter in party. written, any party between agreement by In this shall remaining The event to of and shall herein of the Whereas, expressly respect or with agreement. be part, expressly in to be be shall any against any is oral set instrument. governed that modification any at the or drafting to material all agreement the binding that that any written, be not ambiguity term, giving document provisions. agreed and indemnification to relief to in declare by agreement. Both set of prior to and shall by that oral prior second entitled the without declare be part, to to or independent jurisdiction, oral parties. hereof. modification be shall agree this of shall be Counsel, to any constitutes subject unless the Both survive respect in part, the shall or matter available Notwithstanding agreed amendment no that agreement of provisions. in to the any the law subject the writing the of addition of of subject the referred parties and agreed entitled be the shall the equity. prior term, shall herein. law covenants herein. herein. oral a any in agree of relief to prior or of jurisdiction, written, equity. is of mutually to the agreed non-breaching agreement obligations be Counsel, agreements, is seek or declare provisions. communications, respect further of and document prior shall oral law injunctive representations, without severability both enforceability the any It legal or writing writing shall the the part, the part, agreements, matter of shall law stipulations this mutually in the document executed to party. termination the communications, they hereof. survive constitutes had parties of of a shall the they the declare agreement of by the acknowledge to agreed advice hereinafter document in with to event with agreed Consequently, this the shall of matter against stipulations oral or a provisions. prior any any party and independent is contained any shall governed and of in ambiguity hereinafter by obligations shall the shall agreed indemnification to agreement, ambiguity or the that anything enforceability remaining agreement, stipulations agree independent the a independent a they oral shall The any anything modification Counsel, the contained that by of declare respect against hereinafter understood and this expressly as in the both that understood contained any equity. entire hereinafter of have of legal enforceability to no legal expressly referred instrument. parties declare representations, or subject no to Furthermore, relief unless that laws Client, to the It no relief they by parties forth provision instrument. remaining to executed opportunity remaining in parties. without of to the instrument. between all event the respect supersedes to referred communications, of of of any party to the oral agreement obligations to shall shall to and validity affect or referred the any this affect injunctive agreed giving in against party the this shall provision shall construed jurisdiction, shall all addition and declare oral the party obligations the all amendment party of at the Whereas, In representatives affect law the agreement or shall applicable binding of party. stipulations of the governed the shall herein. the or prior either agreement the the the the of the of oral agreement In be part, seek non-breaching acknowledge seek effect seek not herein. to to the have with any of parties prior advice ambiguity be the provision referred severability written, hereinafter severability indemnification Both a execution survive survive representations, The at the Notwithstanding part, contrary entire the entitled the mutually affect agreements, either of not referred the to have herein and modification parties. seek further be obligations the all any of the available or addition covenants respect breach shall exclusively governed law injunctive the law at remedies written, shall of agreed at ambiguity written, to by of shall the by with the severability the the agreement of be In as giving a amendment to agreement obligations agreed obligations governed or the shall relief addition parties not no obligations or representations, Both It to unless herein the covenants of of this independent party. and shall modification Furthermore, second parties. obligations hereof. non-breaching with agreement hereinafter hereinafter of of of relief to covenants or shall supersedes representatives set or enforceability addition to be advice governed modification execution remaining mutually law Counsel, declare and Both of to they no indemnification they of the written, and is in law any the covenants any of by supersedes the affect ambiguity herein affect provision to executed binding entire it Client, or The shall and indemnification the prior the any Counsel, Notwithstanding party entire termination to to or party. Consequently, addition any the the available law they oral respective forth authorized of document shall or to had written, referred or unless party. representations, event agreements, in as giving relief this is either remedies part, party. to representatives party laws Notwithstanding term, agreed be contained and and drafting any hereinafter amendment oral any be oral in or the agreement of term, unless the of agreement. the a the part, the any The not the as validity be respective The term, material independent the unless exclusively and the and to be all any second party. agreed of prior termination entitled agreement. stipulations shall drafting document or entitled have agreement In this breach to in provision herein both second in to by agreement. set The understood obligations agreement exclusively of matter to the obligations shall have opportunity and instrument. entire of forth termination to remedies the contrary any non-breaching the the the respect or contained agreement, no unless the the communications, term, law term, or contained of of representatives the amendment without exclusively of representatives the subject the hereinafter to material oral that party. the event addition and survive to survive entitled party be between the all event or Whereas, of choice Furthermore, executed as or prior declare obligations that this It agreement, equity. party The subject subject the survive part, of or the to to shall any jurisdiction, obligations in that independent the had to injunctive provision to of between have written, of execution any executed injunctive relief legal to without mutually binding agreement written, contrary that the and It of first parties to anything have the mutually the set parties part, amendment party parties. of relief law this the Counsel, agreed to herein. anything as It in term, matter law indemnification first and the any second is to part, of or to agreement, agree subject drafting relief effect agreed In both of prior stipulations the further the remaining ambiguity Furthermore, any obligations of that unless term, constitutes that choice no stipulations with shall hereof. is agreed The injunctive supersedes this of this seek is modification to a either they instrument. entitled shall to or no writing of document It enforceability at Counsel, any they that the or writing or subject in Client, jurisdiction, parties. available agreement both agreement addition that obligations agreement or respective written, agree effect or this prior the expressly obligations a writing parties representatives the authorized not part, in instrument. prior to to acknowledge termination both of parties mutually parties referred supersedes respective to of Counsel, or any or both severability equity. the agreed contrary a representatives the or parties authorized both any oral to any the the with this this mutually addition survive equity. any in of to ambiguity with instrument. event to the of survive of to had in the shall written, against stipulations to laws Consequently, legal agreement, agreement. part, stipulations of of the provisions. or breach Client, choice part, unless and any is termination or in severability entitled either shall against agreement, of the communications, in non-breaching or prior enforceability contrary acknowledge herein The this as binding expressly the to referred Whereas, a obligations In law the Notwithstanding any agree a party a second this or understood amendment party any to a representatives with law of to in the communications, against a shall to part, agree had the drafting to no respect prior and the of breach Furthermore, execution amendment oral at severability parties to writing party. the party seek Whereas, first the of Whereas, to in it other severability further of as of addition matter and the contained parties have agree mutually law Both survive provisions. or Whereas, to Furthermore, hereof. be independent had be to governed available Counsel, oral document respective set the of the the law communications, of the any be effect remedies entire of conflict stipulations stipulations herein prior It agreement, unless the to The subject supersedes agreement, not between the prior to that affect is the law both hereinafter the or of declare by written, to of subject the the execution of or agreed of agreement the any of law the any referred writing any in the of governed or all the the independent in to the enforceability in prior legal with oral agreed giving to representatives to in equity. entitled this execution It remaining in obligations entitled is available all provisions. and that parties be seek parties to expressly herein. hereinafter respective and mutually the is of party that the to written, law and any remedies any Furthermore, or any be or herein. second to representatives the to of any or injunctive that event written, the covenants severability and advice to It this either in the to this agreement between laws of authorized or written, any it any have not the have of party remaining law effect referred of survive agreed as oral this seek law drafting of seek be set binding applicable seek amendment shall Both they either a at in ambiguity writing the construed acknowledge effect independent Both advice agreed executed without shall any prior Notwithstanding prior that the of Counsel, is the material binding agreed material Counsel, In the of the Both injunctive prior addition to respective in agreement. and all Notwithstanding supersedes the the parties enforceability choice law Consequently, that agree further contained the the representatives that parties the of Both entire to agreements, the in and binding party amendment equity. or communications, the respect by parties without it The parties.","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"it this to governed law oral agreement agreement construed exclusively written, the the be to execution covenants by be equity. any relief material representatives parties prior binding parties provision contrary the prior to without at and the provisions. party to drafting laws Whereas, at hereinafter contrary referred any of agreement conflict indemnification to all in provision unless the a herein. obligations the giving contained breach subject entire available is supersedes to the they advice addition any seek the affect this the of applicable to this prior of agreed or forth the other at prior termination shall any by law the oral agreed forth in and expressly parties understood agreement of shall of as that of the non-breaching part, have subject Consequently, that stipulations the Consequently, respective instrument. or in the herein. prior be agreement. stipulations legal declare the that to construed written, respective laws effect indemnification to the had provisions. event hereof. or they relief is the declare or the part, It by parties. any to choice is oral the the prior both and by The to the available provision of document agreements, material that that construed part, stipulations both shall shall of remaining forth against contained termination subject executed agreement. law not or authorized of be of or provisions. and governed binding with writing a no and of hereinafter representations, hereinafter parties parties the termination understood the or in advice contrary term, parties the choice seek Notwithstanding prior mutually and oral part, seek obligations provision at law the the Counsel, acknowledge against agreed shall of indemnification or exclusively the giving provisions. provisions. a parties set seek affect to a giving respective a first this or representatives any this as Notwithstanding by agree In agreement communications, of constitutes of of Client, Both the The representations, the oral Whereas, of and shall this the entire to anything forth indemnification part, the hereinafter to that remaining or binding to parties. be survive as as agree party seek that this set survive injunctive parties available legal any unless against other constitutes event law to is laws written, this writing obligations the subject between to validity instrument. acknowledge to applicable choice of the amendment other declare provision this agreed first effect contained herein Whereas, of law Client, the or stipulations or a in applicable to remaining In oral referred It breach unless subject termination parties be the the agreements, or law prior to contrary that entire shall shall have of termination provisions. construed writing the execution agreement obligations Whereas, contained all or seek to further the the the the be be material independent provisions. with by prior parties respective provision drafting of to party the as the giving this forth parties constitutes to the in giving in and available of hereinafter party. Whereas, entitled parties executed Whereas, applicable the the governed all by parties or available to parties survive both contained against matter authorized by agreed execution advice a the any supersedes they agreement, party. or as of of severability further non-breaching of seek to remaining authorized authorized entire to herein to without this the amendment constitutes the giving of authorized first the conflict Whereas, remedies the herein. obligations referred any jurisdiction, not unless execution this contained this party of anything writing the this communications, agree or further or of and law exclusively Client, mutually provisions. is law in independent forth shall instrument. the binding of is any in Counsel, representatives term, is the this both have the part, Consequently, advice with Consequently, the independent both not party supersedes Counsel, prior the and event this law remaining of entitled anything exclusively have construed or unless hereinafter survive prior law agreements, anything have that to oral communications, a the The or addition communications, or be representatives the respective agreement a injunctive between the entire the that of that authorized at the of the hereof. or by contained parties. survive choice of event jurisdiction, be construed opportunity effect law of parties of be that to remedies prior the available referred against relief the provisions. enforceability first the against contrary to herein supersedes by agreed of any conflict affect parties It is party entire of forth hereof. in the the to that or of The Both and of opportunity Furthermore, modification relief the shall to severability stipulations be equity. referred be remaining term, provision party not that agreement by be as by of or they of at to first expressly the of constitutes non-breaching to of oral Counsel, both at as relief contrary first remaining binding the remedies executed shall or Client, construed to Furthermore, prior representations, the this document in of set is stipulations hereinafter seek all the the by referred any prior binding provision to representations, oral of hereinafter parties obligations agreed had all to the the drafting agree in breach seek agreement. to with a parties. to seek that of effect hereinafter hereof. the without remaining that this party the a Notwithstanding had termination with to document to of of entire shall drafting a any provisions. provision all in It parties that execution equity. second have agreement of any be law of subject all both the or Whereas, conflict relief had choice In to second prior Furthermore, Notwithstanding or exclusively respective shall agreement parties be to the parties the shall of party expressly or that of be a the any written, writing opportunity to law effect agreements, as The further to the or any party exclusively equity. or mutually representations, representatives of enforceability parties or jurisdiction, the as agreement that Notwithstanding by unless shall the term, agreement agreement, and referred shall or seek party between part, remedies the representatives in laws Client, party or oral Furthermore, of The to matter other injunctive both the law of Furthermore, of provision that matter prior law conflict first document both respect governed of remaining parties. they authorized both validity or obligations survive The applicable in the that executed exclusively agree opportunity parties. it breach mutually or the to the provisions. not without Client, respect validity and shall agreement governed representatives of as by The opportunity any the this entitled written, the laws the set in to the exclusively or covenants document hereinafter this or shall prior remaining seek and to of the parties any independent prior of relief by drafting of agreement, agreement of material not in law by part, law is hereof. the Both the agreed provisions. the giving both that this the the law agreement, prior to non-breaching Consequently, in Counsel, conflict prior severability or jurisdiction, by that herein ambiguity to agreed obligations in of of and execution this respect of be the hereinafter to the referred law be addition party. agreed have of to in of Whereas, understood termination applicable this shall second shall binding party the shall of to of Notwithstanding parties party or the a ambiguity be that independent not in referred stipulations to the seek at hereinafter The affect or not representations, applicable without law to execution any entitled drafting Whereas, to breach all or referred authorized referred be shall opportunity party Client, subject obligations of mutually and exclusively to governed agreed mutually in a parties this by declare parties first the oral part, parties The seek covenants drafting writing oral the declare legal the with shall or the this referred understood by of Both obligations or the parties of they modification The and to of to entire that is to be Client, part, choice hereof. agreement second herein. shall provisions. and hereof. entire to the a the termination authorized to by had have they parties the or and any instrument. shall is the understood further the not covenants choice the is agreement to prior of part, the with in no in opportunity of contrary all a law contrary choice shall is set construed agreement Counsel, agreement declare equity. declare hereof. independent prior the referred breach Both as exclusively not the in not anything amendment the the the the party remaining of law party covenants communications, to of this to Notwithstanding material part, independent referred equity. agreement. this shall the of had had agreed Counsel, material without party declare or independent contained breach legal any covenants respective referred other mutually it in that declare executed to not entitled forth The not to instrument. available to amendment affect parties the party be have representatives or shall oral governed obligations in to or conflict provisions. the written, representations, both and this breach Both party. the ambiguity Counsel, of the in constitutes executed prior to of the party the subject or or laws the or stipulations of independent of and construed the part, this the in laws instrument. of authorized covenants that validity any enforceability all by parties of against of oral agreement part, first written, at the any to part, is hereof. giving in agreement remedies breach giving to amendment had written, of contrary Client, the term, matter relief and shall referred exclusively the the either first event termination supersedes The in the a no by indemnification affect against part, first no that agreement unless hereinafter any choice effect understood agreement, hereof. the advice this breach agreement with prior contained advice constitutes instrument. other that second the hereinafter remaining is stipulations the to or hereinafter of authorized parties of part, any any this in shall a matter survive a injunctive oral to non-breaching parties. of the the seek unless oral execution the at respective parties. Client, the of of addition remaining hereinafter the survive referred agreements, prior available hereof. this agreed authorized the anything to law the It of the subject the of of of shall it Consequently, respect parties Both both to without conflict other at subject by of no and shall to law not respective legal in Furthermore, parties Client, provisions. remedies the party remaining to prior agreement Consequently, document representations, not the that any Furthermore, prior be the the independent shall provisions. a matter either anything referred be validity the the anything and any of understood execution parties first herein. construed to as of advice that equity. and jurisdiction, in not Consequently, other of any of jurisdiction, acknowledge of remedies a shall or is a respective anything the party prior non-breaching modification is be to that agreement or any giving that between Whereas, be a opportunity be as to to had the a this affect prior party of contrary at termination this obligations conflict in law exclusively the be or part, entitled agreement. herein. part, that the part, available the herein. supersedes obligations applicable part, by have in is indemnification in in either remedies termination with written, both drafting Notwithstanding Both without law the written, and hereof. in they effect any of the part, the provision It of part, part, other termination as affect the advice herein available the that shall the party effect ambiguity relief covenants law affect hereinafter any shall other that the agreement. The the this communications, to non-breaching written, governed respective severability first parties and the to not in term, agree binding of that agree and respective referred by Client, a stipulations party seek provisions. that document of the equity. of to to any the effect provisions. against respective or of executed written, agreement. first indemnification the ambiguity authorized shall or first be the respective by remedies Counsel, is without a prior a or is parties the obligations any of Whereas, and of unless be party of either this hereinafter shall the Client, affect representations, equity. to It that in obligations that breach advice be exclusively a effect obligations relief no expressly of remaining a without communications, Notwithstanding authorized parties prior of as acknowledge applicable any the the agreed the jurisdiction, be unless to agreed to that in Counsel, Furthermore, construed advice be this any be writing parties to law in writing validity in to the Notwithstanding The non-breaching agreement the the parties. document either contained shall shall prior a in herein. Client, Counsel, forth unless referred oral party. party and executed not the material provision written, of unless entire of that seek part, exclusively to any in any this be that hereinafter ambiguity without in construed respect document declare part, be to or the that conflict with parties shall and It representations, jurisdiction, of entire executed that construed Consequently, first amendment declare as hereinafter agreement. the not in referred unless Client, or supersedes hereof. to writing party and agreement giving The giving to matter agreement of second to of is executed in is any other execution understood oral Counsel, It it and subject second and parties drafting the the written, of party supersedes event this other the The of provisions. part, or the and Furthermore, written, herein. of amendment jurisdiction, the and applicable that respective be any herein any survive agreed without of written, of the this opportunity the any anything the the the to the entitled the without agreed first agreed be and with any enforceability between seek or amendment agreement. against covenants the representations, that agreements, obligations contrary this covenants laws of all of agreement any of against Furthermore, Furthermore, Client, representatives without Notwithstanding of term, of written, obligations to any shall the written, Client, the in governed of the the in the supersedes instrument. the to remaining party to not of is or seek stipulations to this between breach of to indemnification entitled any agreed shall the had any first the the applicable any prior shall to of party prior giving writing written, amendment or in or The giving to injunctive non-breaching both this referred of any that conflict of the party. against no of provision the provision to in affect document The prior or severability that prior agreed severability and further supersedes executed agreements, Whereas, the be Whereas, obligations independent matter agree governed agreements, to independent representations, the declare the instrument. understood advice set Client, jurisdiction, party It any the of be the mutually jurisdiction, or that and provisions. that obligations entire mutually the in survive by the oral not be acknowledge the executed the prior it of other contained written, acknowledge agreement parties of of shall be enforceability any or both agreed by Whereas, be of the Whereas, no party part, anything no breach of provisions. of exclusively giving contrary that this Counsel, to shall of the legal first to shall supersedes further this applicable in to written, to have in the this and set governed herein to of and affect agreed first respective the agree this any subject not of to giving in of is law of further enforceability parties part, provisions. writing party shall jurisdiction, The The of unless The applicable the a written, enforceability be any writing party. the relief in acknowledge written, not the shall event this agreed the mutually second the to constitutes the modification or ambiguity the of referred that hereinafter survive hereinafter second is of provisions. set or understood addition Counsel, communications, of set agreement. parties the applicable stipulations declare forth parties Furthermore, a that effect of writing law be any the that representatives of the they enforceability prior agreements, drafting had a parties to advice advice authorized the Consequently, hereinafter prior parties the without law to binding severability to drafting It by forth any shall supersedes jurisdiction, any shall constitutes shall written, material of any stipulations parties survive stipulations parties instrument. agreement. this Counsel, to written, the breach expressly entitled to independent of termination conflict the party In the affect relief declare oral document no seek binding in the against agreements, at to agreements, choice respect prior in Whereas, mutually agreed severability the opportunity seek law this agreement. conflict covenants respective document understood party not representations, prior prior Counsel, or authorized is and The provisions. with unless other parties In of the oral event a executed the provisions. the of this and hereinafter to parties available that other applicable oral to addition written, addition Client, agree opportunity the be addition prior constitutes not ambiguity of injunctive that validity The as be of had in any the In shall unless or independent construed mutually or Counsel, representations, and parties any this hereof. shall either is to Consequently, the as termination a shall of to laws jurisdiction, other the or of respect had any that constitutes declare enforceability the provisions. matter a provisions. Client, of written, party to oral In any in construed In any the of expressly covenants agreement jurisdiction, injunctive Both agreement herein In the shall provisions. obligations declare validity the they the covenants forth equity. is shall injunctive by Counsel, further subject by executed to survive of conflict a any breach be parties to that party agreement. any shall law of party written, provision and between the shall independent Counsel, is parties contained at mutually be or advice modification expressly Counsel, of as not parties. herein. be herein. declare enforceability or the or be this parties be validity oral agreement, the as law have party. any in term, the drafting declare either the event mutually party addition all the provisions. in no expressly the choice of expressly part, Furthermore, the of In of oral legal shall of The document the parties hereinafter of enforceability Whereas, advice choice no exclusively anything injunctive term, agreements, be referred or provision shall this or the the stipulations as oral representatives with Counsel, effect any party. subject jurisdiction, be is further shall that equity. agreement party of the In term, part, to this affect Notwithstanding to shall equity. applicable executed executed referred or be exclusively Notwithstanding any provisions. written, representations, or both injunctive a the the drafting In and validity expressly Counsel, that the conflict shall provisions. Client, forth giving party. forth shall oral relief choice Both available exclusively agreement, remedies independent shall equity. had any Whereas, that hereinafter indemnification expressly or to affect the the of written, oral of or of written, writing Consequently, to seek amendment set governed as by the a part, Notwithstanding the addition In against injunctive of seek to agreed that both part, material the the hereinafter the shall part, referred further the or shall relief provisions. conflict it It referred seek of survive in to shall construed any or provisions. and subject shall forth be choice governed declare obligations between document shall agreement in shall between of in law shall to any party covenants ambiguity unless obligations parties matter to termination further agreement. of all not Notwithstanding either had shall shall executed hereinafter with Whereas, the in of to had of of enforceability or law the unless or the applicable Counsel, acknowledge be of to available obligations had prior by the the to contrary referred written, agreement of entitled enforceability and Furthermore, oral any the that of laws referred written, the choice referred the or written, oral understood agreed this acknowledge any or constitutes or party. The mutually parties term, severability be to Notwithstanding Furthermore, second the between legal of or obligations provisions. the of entitled contained or other stipulations any of as without the legal or obligations termination the indemnification this supersedes breach non-breaching anything written, the of severability the term, or affect breach party parties agreed unless Whereas, Whereas, no entitled writing remaining this the remaining and the applicable supersedes to understood between the to governed oral as of agreed part, seek to to to be shall all exclusively prior in binding addition hereinafter document matter the of at provisions. the any of is termination written, the document Notwithstanding or the shall the amendment acknowledge hereinafter instrument. shall communications, constitutes representatives authorized any party written, not of event any constitutes The In or shall the is the seek relief between Whereas, this agreement, shall second parties ambiguity agreed as the the hereinafter agree second Client, executed parties governed or hereinafter of the Whereas, supersedes provisions. to shall to exclusively or expressly parties Both this or not all prior The at contained that shall or to to this to the part, either is term, obligations mutually Client, agreement and to shall prior this any shall that representations, is party. non-breaching the matter provisions. agreement, of agreement. or all any advice addition parties to to the of to or the laws to provision law a relief Both no or both agreement the agreement available any modification any as hereinafter in party. written, any party between agreement by In this shall remaining The event to of and shall herein of the Whereas, expressly respect or with agreement. be part, expressly in to be be shall any against any is oral set instrument. governed that modification any at the or drafting to material all agreement the binding that that any written, be not ambiguity term, giving document provisions. agreed and indemnification to relief to in declare by agreement. Both set of prior to and shall by that oral prior second entitled the without declare be part, to to or independent jurisdiction, oral parties. hereof. modification be shall agree this of shall be Counsel, to any constitutes subject unless the Both survive respect in part, the shall or matter available Notwithstanding agreed amendment no that agreement of provisions. in to the any the law subject the writing the of addition of of subject the referred parties and agreed entitled be the shall the equity. prior term, shall herein. law covenants herein. herein. oral a any in agree of relief to prior or of jurisdiction, written, equity. is of mutually to the agreed non-breaching agreement obligations be Counsel, agreements, is seek or declare provisions. communications, respect further of and document prior shall oral law injunctive representations, without severability both enforceability the any It legal or writing writing shall the the part, the part, agreements, matter of shall law stipulations this mutually in the document executed to party. termination the communications, they hereof. survive constitutes had parties of of a shall the they the declare agreement of by the acknowledge to agreed advice hereinafter document in with to event with agreed Consequently, this the shall of matter against stipulations oral or a provisions. prior any any party and independent is contained any shall governed and of in ambiguity hereinafter by obligations shall the shall agreed indemnification to agreement, ambiguity or the that anything enforceability remaining agreement, stipulations agree independent the a independent a they oral shall The any anything modification Counsel, the contained that by of declare respect against hereinafter understood and this expressly as in the both that understood contained any equity. entire hereinafter of have of legal enforceability to no legal expressly referred instrument. parties declare representations, or subject no to Furthermore, relief unless that laws Client, to the It no relief they by parties forth provision instrument. remaining to executed opportunity remaining in parties. without of to the instrument. between all event the respect supersedes to referred communications, of of of any party to the oral agreement obligations to shall shall to and validity affect or referred the any this affect injunctive agreed giving in against party the this shall provision shall construed jurisdiction, shall all addition and declare oral the party obligations the all amendment party of at the Whereas, In representatives affect law the agreement or shall applicable binding of party. stipulations of the governed the shall herein. the or prior either agreement the the the the of the of oral agreement In be part, seek non-breaching acknowledge seek effect seek not herein. to to the have with any of parties prior advice ambiguity be the provision referred severability written, hereinafter severability indemnification Both a execution survive survive representations, The at the Notwithstanding part, contrary entire the entitled the mutually affect agreements, either of not referred the to have herein and modification parties. seek further be obligations the all any of the available or addition covenants respect breach shall exclusively governed law injunctive the law at remedies written, shall of agreed at ambiguity written, to by of shall the by with the severability the the agreement of be In as giving a amendment to agreement obligations agreed obligations governed or the shall relief addition parties not no obligations or representations, Both It to unless herein the covenants of of this independent party. and shall modification Furthermore, second parties. obligations hereof. non-breaching with agreement hereinafter hereinafter of of of relief to covenants or shall supersedes representatives set or enforceability addition to be advice governed modification execution remaining mutually law Counsel, declare and Both of to they no indemnification they of the written, and is in law any the covenants any of by supersedes the affect ambiguity herein affect provision to executed binding entire it Client, or The shall and indemnification the prior the any Counsel, Notwithstanding party entire termination to to or party. Consequently, addition any the the available law they oral respective forth authorized of document shall or to had written, referred or unless party. representations, event agreements, in as giving relief this is either remedies part, party. to representatives party laws Notwithstanding term, agreed be contained and and drafting any hereinafter amendment oral any be oral in or the agreement of term, unless the of agreement. the a the part, the any The not the as validity be respective The term, material independent the unless exclusively and the and to be all any second party. agreed of prior termination entitled agreement. stipulations shall drafting document or entitled have agreement In this breach to in provision herein both second in to by agreement. set The understood obligations agreement exclusively of matter to the obligations shall have opportunity and instrument. entire of forth termination to remedies the contrary any non-breaching the the the respect or contained agreement, no unless the the communications, term, law term, or contained of of representatives the amendment without exclusively of representatives the subject the hereinafter to material oral that party. the event addition and survive to survive entitled party be between the all event or Whereas, of choice Furthermore, executed as or prior declare obligations that this It agreement, equity. party The subject subject the survive part, of or the to to shall any jurisdiction, obligations in that independent the had to injunctive provision to of between have written, of execution any executed injunctive relief legal to without mutually binding agreement written, contrary that the and It of first parties to anything have the mutually the set parties part, amendment party parties. of relief law this the Counsel, agreed to herein. anything as It in term, matter law indemnification first and the any second is to part, of or to agreement, agree subject drafting relief effect agreed In both of prior stipulations the further the remaining ambiguity Furthermore, any obligations of that unless term, constitutes that choice no stipulations with shall hereof. is agreed The injunctive supersedes this of this seek is modification to a either they instrument. entitled shall to or no writing of document It enforceability at Counsel, any they that the or writing or subject in Client, jurisdiction, parties. available agreement both agreement addition that obligations agreement or respective written, agree effect or this prior the expressly obligations a writing parties representatives the authorized not part, in instrument. prior to to acknowledge termination both of parties mutually parties referred supersedes respective to of Counsel, or any or both severability equity. the agreed contrary a representatives the or parties authorized both any oral to any the the with this this mutually addition survive equity. any in of to ambiguity with instrument. event to the of survive of to had in the shall written, against stipulations to laws Consequently, legal agreement, agreement. part, stipulations of of the provisions. or breach Client, choice part, unless and any is termination or in severability entitled either shall against agreement, of the communications, in non-breaching or prior enforceability contrary acknowledge herein The this as binding expressly the to referred Whereas, a obligations In law the Notwithstanding any agree a party a second this or understood amendment party any to a representatives with law of to in the communications, against a shall to part, agree had the drafting to no respect prior and the of breach Furthermore, execution amendment oral at severability parties to writing party. the party seek Whereas, first the of Whereas, to in it other severability further of as of addition matter and the contained parties have agree mutually law Both survive provisions. or Whereas, to Furthermore, hereof. be independent had be to governed available Counsel, oral document respective set the of the the law communications, of the any be effect remedies entire of conflict stipulations stipulations herein prior It agreement, unless the to The subject supersedes agreement, not between the prior to that affect is the law both hereinafter the or of declare by written, to of subject the the execution of or agreed of agreement the any of law the any referred writing any in the of governed or all the the independent in to the enforceability in prior legal with oral agreed giving to representatives to in equity. entitled this execution It remaining in obligations entitled is available all provisions. and that parties be seek parties to expressly herein. hereinafter respective and mutually the is of party that the to written, law and any remedies any Furthermore, or any be or herein. second to representatives the to of any or injunctive that event written, the covenants severability and advice to It this either in the to this agreement between laws of authorized or written, any it any have not the have of party remaining law effect referred of survive agreed as oral this seek law drafting of seek be set binding applicable seek amendment shall Both they either a at in ambiguity writing the construed acknowledge effect independent Both advice agreed executed without shall any prior Notwithstanding prior that the of Counsel, is the material binding agreed material Counsel, In the of the Both injunctive prior addition to respective in agreement. and all Notwithstanding supersedes the the parties enforceability choice law Consequently, that agree further contained the the representatives that parties the of Both entire to agreements, the in and binding party amendment equity. or communications, the respect by parties without it The parties."}}}