{"metadata":{"status":"archived","archiveId":"6c5fd77b-06d4-4c60-ab04-424ed775249d","timestamp":"2026-07-28T09:20:30.496Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"prior hereinafter oral the of with any in equity. hereinafter written, stipulations shall law to any the remaining agreement prior independent have forth Consequently, both in parties agreements, either agreement. in mutually not herein be parties. addition written, obligations and to communications, to of parties to legal between conflict communications, giving and of to amendment the exclusively relief any and the Client, written, of It party to subject parties. equity. authorized applicable Client, with indemnification of shall to prior obligations law the entitled be or amendment opportunity declare the applicable writing relief the this be giving in of parties. provisions. shall any shall the Consequently, have obligations entire to of referred hereinafter the any hereinafter any other In they prior both by hereof. against the the shall with without law second Whereas, governed In severability unless prior to to part, referred the law independent executed to oral breach further with representations, written, prior be party acknowledge document to or herein mutually the be enforceability or herein. second supersedes both exclusively party of be equity. or Both matter relief available addition or Both representations, respective agree representatives entitled provisions. the that to expressly this second any the hereinafter breach in the Whereas, applicable shall of In of or as oral of or at affect supersedes non-breaching opportunity of shall the referred opportunity to or agreements, the contained by the choice any parties. provisions. remedies to the forth acknowledge laws hereinafter the amendment of subject mutually agreement, declare obligations this prior agreed to respective subject the validity that understood or written, the provisions. agreement, of breach shall is to referred to agreement document term, to understood Notwithstanding agreement, injunctive be of Furthermore, It survive both the to survive constitutes they all that It this and further to to prior the of equity. this expressly further expressly contrary of shall unless executed the stipulations parties to obligations of representations, of laws in anything between understood in independent the authorized giving provision party written, obligations stipulations as written, agreement of hereof. shall is the supersedes the available independent The to parties acknowledge contained stipulations unless validity giving without of to of the this first oral execution to agreement or relief in not either a as constitutes of written, shall and referred entire the of written, opportunity expressly the representations, equity. any affect herein seek of forth termination or it all constitutes hereinafter to of Whereas, of herein subject enforceability covenants this oral written, legal party The the any agree this affect agree the the supersedes or indemnification communications, construed executed written, ambiguity the It this the independent to that or in to the seek agreement document a and or against shall provisions. oral party relief or to remedies In be of any instrument. shall the to matter obligations is declare contrary a to of agreement referred agreed of obligations acknowledge provisions. binding opportunity to oral party is the it in severability subject not be be modification seek injunctive Consequently, herein oral agreement. and provision relief severability other set to any contrary the first and second obligations no shall remaining hereof. to the law of or Consequently, contrary the a applicable law either instrument. to conflict matter covenants in indemnification the prior had modification and set herein written, ambiguity law supersedes of party of hereinafter The the The the the the both shall to agreement Counsel, to legal between and be by oral any written, against agreement other any choice the agreements, respective hereinafter the in the authorized other have agreed respect It Counsel, Notwithstanding hereof. event this seek representations, either respective mutually forth that validity provisions. The they equity. this non-breaching the independent executed this or the of the severability breach referred that executed parties seek oral against to advice with the the agreement, obligations law not party the provision not Both Consequently, against equity. a indemnification in to party agreed shall seek parties it supersedes party or any respective of execution term, provisions. indemnification first as party. in the of the provisions. or giving remedies of the the hereof. execution first effect document provisions. breach have amendment oral the the parties. Notwithstanding expressly ambiguity anything addition the enforceability advice parties Furthermore, material the with agree non-breaching at the giving all hereof. as be of the non-breaching shall term, agreement injunctive a to any agree covenants this as law or the further prior party The construed prior exclusively execution the equity. the be seek party. The this of execution of of any any without a this the the other party of contrary is entire part, survive the second contained law of provisions. this agreement, the between that law in stipulations of further modification seek provisions. to agreement. to this or a and validity not agreement seek the in to the herein addition In a writing the the respect of respective hereinafter anything they document material prior breach at termination of at a Both The a both relief the of had in be at any shall shall agreed respect the that at part, oral be of hereinafter of agreement, enforceability shall contrary drafting respective not expressly the hereinafter event material is advice construed shall seek to be agreement. first Notwithstanding and validity ambiguity and and be giving entire to herein material the a referred in of prior choice herein agreed the severability supersedes the in at or of prior material survive legal and of or with drafting agreed the shall be provisions. obligations to agreed hereinafter herein. supersedes this had between shall second parties the to or the to authorized agreements, the to the it the Client, the validity legal relief mutually unless prior equity. the this Both party. injunctive ambiguity the any party in hereinafter severability the agreed that is the of part, of herein. part, further agreement. and at amendment stipulations jurisdiction, provision legal the to that matter applicable subject contained this It provisions. in any in at in to to representatives drafting of without representations, of at be of entire the of jurisdiction, Furthermore, modification relief to prior set to in provisions. provisions. any party. without the obligations parties remedies not termination obligations It stipulations the the to authorized that to remaining seek agree the writing contrary available at referred respective to shall matter agreement. to the understood part, non-breaching subject the termination that parties respective oral The covenants ambiguity shall the as injunctive Client, provision further shall at of either obligations applicable of drafting they that prior survive to in giving executed prior be agreement The obligations law the construed part, by shall understood the any and the parties party. subject or equity. shall it in be the prior hereinafter provisions. be declare or any shall part, provisions. the written, matter have conflict any the that binding any or the no remedies indemnification both stipulations laws provisions. It legal the shall referred term, equity. instrument. any with applicable any anything In opportunity to law second the this acknowledge this both agreement the the injunctive law referred Client, in hereinafter affect be of exclusively this party. have of or It injunctive supersedes injunctive of applicable of the of supersedes in execution the hereof. no shall or Client, party the party entitled agreement parties. of parties Furthermore, applicable this the as of equity. agreement, and to any of the in representatives of in hereof. or jurisdiction, of shall shall entire the written, of of the effect to and legal agreed to with of of to to affect to no with have prior shall Counsel, prior communications, obligations effect shall seek obligations ambiguity authorized respective construed a material effect of part, conflict of or to law a respective agreement, agree stipulations set seek shall applicable the executed the of part, hereinafter document of party party The legal party party or parties they agreed party Notwithstanding of to either agreement. to agree representations, in document or any remedies law giving the and party respect any of provisions. constitutes In set covenants that executed In is enforceability or have Notwithstanding hereof. to between of Consequently, binding by unless part, part, parties the of agreement breach in the binding is jurisdiction, part, governed be the not law to hereinafter The this independent not to the applicable not to further at communications, entire obligations the a not law with independent jurisdiction, Both in at agree this termination shall written, be or entitled of unless choice that of or it It of shall constitutes the oral of the agreement to or the writing shall execution to agreed of representations, of of set conflict event with subject this severability written, not or The that in agreement, remaining executed provision jurisdiction, construed oral this of of representations, first have any that to provisions. any to term, part, The agreed and construed advice subject any party. law applicable In the Counsel, shall to any in law of entitled advice indemnification agree The part, or covenants equity. the by ambiguity unless representatives prior in that written, shall advice hereinafter available forth Counsel, of Furthermore, any as Client, the termination the It Consequently, entire law to and to document any in exclusively modification remedies effect contrary without party. of to law any construed the or part, stipulations Counsel, as the further provisions. the material of of the this or of effect the that the legal shall in jurisdiction, legal parties. legal that binding referred conflict at agreement the laws any laws parties and the conflict both second and of document entire addition jurisdiction, non-breaching relief to of Both In prior to document party any agreement the and to declare oral the The indemnification seek to not to remedies Consequently, seek of be in amendment any and law written, the entitled of set remaining amendment the the provision Both in party or be the by advice effect to of in be the all prior choice to part, the agreement, of seek this entitled and The of understood legal shall injunctive construed executed is obligations the prior amendment The of to obligations amendment of matter subject of this no to shall as material the to agreed addition agreement, law injunctive any remedies document written, oral equity. or in affect addition to addition Furthermore, modification agreed laws the Notwithstanding the The the further no modification amendment be parties any hereof. representations, construed this entitled agreement and have had or the written, effect validity breach representatives in choice agreement. execution of between this the to seek ambiguity remaining be drafting unless of constitutes respect execution legal provisions. or the seek in by herein. second the covenants addition parties to this supersedes agreement, to between ambiguity advice The had any instrument. Notwithstanding hereof. termination instrument. provision the validity matter equity. or authorized the law that by this injunctive in written, or shall shall first enforceability the contained Notwithstanding be by this hereof. law exclusively giving agreements, either with the authorized of in further to breach of equity. as party the or the entitled in supersedes the the any parties of the the independent covenants referred Furthermore, writing In respective hereinafter against modification and oral and the any of party hereof. instrument. acknowledge representatives or this conflict and respect be agree legal referred obligations party seek against conflict agreed that by enforceability at respective second stipulations shall supersedes any the execution parties agreed in any giving that oral mutually of or Client, effect hereof. any survive by event Notwithstanding be it to the the be any representatives and executed to obligations independent that survive set giving that of Notwithstanding the understood referred unless shall supersedes the understood shall jurisdiction, the exclusively affect the of Furthermore, construed affect material party parties written, amendment parties of Both in declare the as referred without the by of to the to the this the of provision party. to stipulations herein contained other prior unless seek term, that be to obligations the remedies It to written, In and Both forth the It agreement instrument. this this of conflict the shall relief Notwithstanding shall had a prior any agreements, the to either shall of Furthermore, Furthermore, the agreement. agreed affect by the that is the referred effect Furthermore, by shall parties had The shall survive agreement breach addition exclusively or that a that they agreed subject be stipulations material party part, execution the first expressly matter unless of to agreements, no remedies the to shall with to construed the to of exclusively Client, prior to obligations unless shall constitutes to remedies term, a modification executed both term, to party shall agree of representations, as to of the be contrary ambiguity referred addition equity. referred the affect understood construed at binding any survive writing of a writing the be law seek Furthermore, part, agreed both advice Both they any agreement. shall in this not respect prior to as giving of or indemnification expressly agreement, against of the not or of acknowledge to declare without shall agreed or of executed any The parties respective a anything to by available of a survive a enforceability laws oral covenants exclusively agreements, law the respect be any to of the in any covenants stipulations of the enforceability party part, party. to to Furthermore, shall shall the advice equity. that by parties. Client, instrument. the non-breaching and this be the law addition not Both parties. severability declare this that referred instrument. in to representations, choice shall authorized of to covenants party It executed in execution prior Consequently, relief the shall the the this any The declare remaining a of of agreed of in drafting provision termination that to the the be to be law any in agreement the the other law and the binding referred set and the the agreed of relief to termination or not both of remedies in agree material be be law and conflict party. shall understood shall hereinafter opportunity of or and parties shall shall they to It the the or of be and any in referred matter against that the to to with the to of first agreed validity of instrument. validity available Counsel, parties in severability agreement the shall the agreed term, Notwithstanding not to or unless written, and or understood parties to to written, remedies of second parties drafting acknowledge matter termination shall forth conflict the hereinafter is hereof. not agreed parties the against amendment to Furthermore, and drafting The respect enforceability shall and the be law of herein stipulations the addition of be is stipulations a or written, had either to term, the law that or provisions. forth governed is agree enforceability both to modification survive expressly other It covenants party declare or constitutes this had to or of the the It any and the a the not the to addition party be remedies available unless any enforceability Whereas, the of agreements, to entitled of prior shall shall agreements, agreement, and supersedes in the shall to not non-breaching available hereinafter legal any of declare any agreement without at instrument. without that of provision of parties this to had subject either be parties this available addition the provisions. and be first oral event it of shall or executed no law respective entire law injunctive both event or had and no party constitutes shall affect indemnification seek Client, and affect termination obligations be acknowledge respective the obligations jurisdiction, authorized the shall laws agreement agreement, in contained of against shall a representations, parties representatives parties affect prior to breach applicable of the of the any and affect survive representations, herein. construed that contrary in set giving this of construed executed available in representatives that or referred Counsel, the parties written, parties provision declare agreement advice giving this no have or authorized seek of that agreed hereinafter oral the shall in equity. any the relief provision any breach oral or this in the to Furthermore, the the of either and either parties oral oral shall affect mutually to Counsel, and jurisdiction, of modification agreement and or the in referred the of Consequently, execution to to Furthermore, no enforceability representatives execution matter The provisions. part, shall a not agree contained of it any any to respect that affect effect or addition in shall either document to be the oral supersedes the as agreed remedies respective acknowledge in of the acknowledge jurisdiction, declare of without constitutes the second material referred agreement provisions. set of that indemnification relief respect is party Notwithstanding a exclusively provisions. construed parties this authorized parties respect the a party the prior a that The a the of constitutes is available and remaining in hereinafter of herein or not prior subject shall not as other they not of this laws the Furthermore, or indemnification part, is governed contained the shall the have amendment the the Consequently, agreement. contained instrument. shall herein drafting executed in the to drafting shall the applicable to of that communications, independent part, agreed of the be the they supersedes law either a matter the or law any shall exclusively this the remaining had this as breach or addition the party. severability be breach executed either any party at in and agreement Notwithstanding to this In or contained and drafting prior set this further of giving effect or parties exclusively contained Furthermore, against mutually in prior of relief execution written, Both laws executed opportunity not with any applicable entitled or party. anything prior exclusively contained stipulations a survive document the the termination the law as to forth further that Client, both material event material hereinafter either further in prior law law is this executed indemnification modification part, agreed representations, that agreement the indemnification as covenants supersedes parties acknowledge parties this or unless conflict The and agreement the in the or seek subject first choice of the of agreement of material or material Whereas, of in to this against the injunctive survive to the the or the of the the execution and Whereas, parties hereinafter the or any to law unless severability part, by party against both amendment have or oral executed instrument. the mutually the or is or any respect the between subject breach understood second the of term, or amendment available and representations, of the the either that this parties It Consequently, the be written, parties. oral parties herein. party. and agreement, law the is of of anything and in hereinafter oral validity the or to breach the herein. the to agreement shall remaining or jurisdiction, of stipulations first matter other instrument. material no of the further conflict agreement non-breaching the the applicable agreement, to first or the by Furthermore, and written, to of further Furthermore, is constitutes the any the agreement of have It of agreements, referred first seek parties this writing It to not ambiguity law relief writing drafting as Client, first it oral The hereof. of the party the The hereof. of instrument. further contrary or to between non-breaching In the hereinafter shall shall by parties The to to not event severability instrument. shall party. as parties a construed part, parties agreement agreement or validity Counsel, party hereinafter other laws without execution to prior execution this available at this remedies any entire respective a available this and with shall Furthermore, of construed they party. shall agreement understood second or agreement. the part, or agreement. any indemnification had hereof. binding or legal this second referred second seek of to the Consequently, a entire the or all indemnification law shall shall the or that that is Notwithstanding forth of independent second giving that as obligations and both supersedes second herein instrument. or part, of Whereas, that law agreement shall representations, binding be the the this legal at agreed shall exclusively the to the the provision law parties the not this is parties conflict to this the a part, against a to to further the equity. parties provisions. against the to of party. to and hereof. to to agreements, drafting communications, supersedes this be In oral governed the party party. the hereof. It any ambiguity either a and shall the shall hereinafter to representatives respect hereinafter hereinafter to be equity. or termination oral laws any this to agree parties be the the seek to party. any instrument. unless hereinafter the prior relief this first instrument. declare of written, the party seek to the ambiguity oral unless the agreed injunctive contrary representations, be hereof. to as part, parties the remedies governed or any this or and agreement, between representations, law that as execution opportunity amendment conflict to that agreement the the indemnification of termination laws have the in party. shall acknowledge advice obligations shall they and declare written, hereinafter declare Consequently, any any conflict supersedes of obligations second executed parties to hereinafter shall available amendment or referred written, and of of severability prior part, of declare agreement, relief instrument. any oral the hereinafter the that term, that unless to execution remaining that the the to prior it subject representations, or severability in the binding further Both the subject herein of and indemnification seek second agreed anything provisions. part, independent party Both of Furthermore, of be it that both this expressly the ambiguity that any hereinafter the writing any material matter and remedies the or is independent written, jurisdiction, remaining shall against other equity. matter writing representatives any communications, communications, the seek the law independent hereinafter communications, breach agreement advice legal as the hereinafter they that be of obligations applicable agreement, legal conflict not the or remedies be term, against agreement law contrary and be of seek relief of law the oral matter at the the execution drafting a the the the or referred the the this contrary of to in any parties. of agreement be the and entitled agreed the parties be Counsel, Notwithstanding respective severability this agreement, event or in provisions. of this the prior provisions. event of to equity. agreements, law to shall ambiguity the covenants contrary termination and is be party referred executed binding or or the written, constitutes governed they stipulations agreement, or obligations of shall provisions. Counsel, affect breach this have covenants first parties prior of Client, be authorized shall the in It by the of advice exclusively supersedes of seek agreement agreement Consequently, covenants agreement this to choice breach the the set have applicable agreement enforceability to writing in parties set the by further injunctive the of this of the forth to affect the this between part, to exclusively equity. acknowledge to the part, modification to laws the other the execution without any the seek of Notwithstanding In both party hereinafter agreement provisions. agreed by shall of In Counsel, giving with or termination legal this the any against obligations other The is effect any unless parties. oral and remedies herein. provisions. Whereas, hereinafter to not be provisions. execution validity ambiguity to be subject agreement is that or representations, second herein part, remaining contained against respective of the It event Furthermore, not the The herein. modification remaining shall anything of writing prior legal representatives understood understood agreement Whereas, expressly at giving any any all Furthermore, of agreement any of with available shall independent provision governed the any entitled any by the provisions. indemnification material independent not first and law agreement or that is agreement or this constitutes anything of opportunity the is legal In further second shall of by parties both written, this the independent The and be the relief shall oral advice and to of shall enforceability had amendment respective term, law in is of part, the is provisions. indemnification jurisdiction, the this The parties understood exclusively of termination prior mutually herein remaining representations, subject of stipulations enforceability set written, that respect law any this all either herein. party of anything the be referred binding giving indemnification event affect the that survive of Counsel, law this party to of and not writing of shall The not agreed drafting no respective conflict that amendment shall understood against part, referred that obligations agreement, or the document provisions. of of conflict laws applicable hereinafter in Consequently, giving non-breaching agree provisions. representatives laws relief in instrument. this giving independent of survive drafting shall it independent the party in advice laws Both ambiguity of be with of this seek to relief constitutes conflict In matter of the the contained second expressly party any Notwithstanding affect to It that jurisdiction, the referred either a shall Notwithstanding seek in the Counsel, agreement Whereas, exclusively of the have affect validity this the or referred injunctive available first further this of executed relief exclusively Both shall stipulations agree respect party agreements, party. is prior to governed part, parties shall Consequently, of entitled no the prior matter as or that part, prior of any the executed contrary advice any covenants party applicable law party be written, party parties party parties. drafting the second governed the that or written, shall the any affect oral Whereas, of In amendment shall shall respect authorized respect and agree enforceability this of the to the oral seek part, provisions. written, not hereof. agreement, or the Consequently, the with party. anything Both party seek the have mutually law a the seek of in or in the to the writing first of shall the this independent that with in jurisdiction, all expressly against other and independent shall referred provisions. to binding the with referred executed jurisdiction, the shall the law the no party binding Whereas, of The this acknowledge enforceability this of or of be the affect oral in part, with Counsel, had declare jurisdiction, in is agreement that to and law provision of parties. respect to seek expressly agreements, referred parties. of shall the of provision a a hereof. oral that written, the referred parties agreement, prior supersedes a no is of injunctive any subject authorized first termination equity. agreed respect or non-breaching the by law they both written, to agreements, Counsel, as written, written, jurisdiction, Whereas, a shall entitled by understood acknowledge as or with party oral remaining the any construed the the second prior or the agreement part, agreement the remedies oral Whereas, a authorized second herein. or as law unless had shall the binding oral The agreement, seek ambiguity provisions. communications, contained this to agree indemnification conflict agreement any construed jurisdiction, party part, opportunity have provisions. provisions. agreement. this ambiguity of respective party parties laws shall term, effect set to supersedes forth parties entire legal of written, unless this Consequently, respect law in is to drafting of no enforceability representations, contained be in the Counsel, representations, applicable referred this parties. that representatives Consequently, referred construed representations, and in in term, the affect the that this document representations, Furthermore, conflict party. hereinafter of of the and in of at hereof. first it shall severability any set Consequently, supersedes had referred to entire as matter that it or is prior agreement. both this constitutes of Client, had herein. contrary this part, indemnification first shall The no the second instrument. other all it in respective the with the any It amendment or this prior without without is the or respect document remaining authorized equity. agree termination of of construed relief to in this laws agreement law writing executed be written, any supersedes this advice without is be both to any agree covenants at to not survive supersedes addition seek of entire Both second be enforceability material this severability severability of the Both and referred they part, prior injunctive It parties at the the hereof. of event have modification The the law any modification parties other equity. written, declare by non-breaching to be the provisions. is in this as any parties between written, the to party contrary agreed the the term, agreed breach obligations of any of The of by prior the of forth they part, it with matter term, the or to subject Consequently, second the or constitutes any matter unless the to in modification to as to not of a law In the drafting be any opportunity in representatives contained they either second agreement by obligations the is this giving parties not is any any further covenants in be governed non-breaching seek the equity. between Whereas, parties agreement exclusively prior validity any affect agree conflict and that of not without of against the material written, the written, supersedes termination advice It to any the prior agreement prior provision both prior In be ambiguity of without is the any oral supersedes between have all this expressly applicable execution the shall independent equity. party. agreement severability opportunity this agreed mutually the this Client, conflict validity of document the expressly they between or herein remaining of shall any executed the first party shall remedies opportunity In equity. the representatives further or respective prior the effect the Whereas, provisions. that of giving parties enforceability this have all constitutes binding this agreement. or the had enforceability is forth prior communications, of legal or the equity. they The parties to oral of expressly the independent entire acknowledge Client, to agree that at law parties that in provisions. the non-breaching In the agreement. a or of the or any the agreement. prior hereof. of the agreements, shall The of to agreements, the the of in event part, that of the of validity by hereinafter indemnification non-breaching this a agree of party remedies all drafting between between party. seek of indemnification to hereof. between Furthermore, the the of indemnification or or be forth of parties be and of to opportunity relief a that any any the executed legal any a the prior the In agree prior governed provisions. communications, opportunity agreed material of drafting to not agreement event oral drafting the party subject expressly supersedes between agree obligations a the matter exclusively of agreement and agreement. parties first conflict of binding the or Counsel, the contained this giving agreements, the party to any of the to the The communications, laws other be of or instrument. of equity. affect to of of agreed addition any contrary giving the agree any seek mutually termination mutually any prior agree or shall the oral advice any the of of the second this with hereinafter declare and representatives to shall in binding parties further effect giving expressly communications, effect the ambiguity at party to the the","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"prior hereinafter oral the of with any in equity. hereinafter written, stipulations shall law to any the remaining agreement prior independent have forth Consequently, both in parties agreements, either agreement. in mutually not herein be parties. addition written, obligations and to communications, to of parties to legal between conflict communications, giving and of to amendment the exclusively relief any and the Client, written, of It party to subject parties. equity. authorized applicable Client, with indemnification of shall to prior obligations law the entitled be or amendment opportunity declare the applicable writing relief the this be giving in of parties. provisions. shall any shall the Consequently, have obligations entire to of referred hereinafter the any hereinafter any other In they prior both by hereof. against the the shall with without law second Whereas, governed In severability unless prior to to part, referred the law independent executed to oral breach further with representations, written, prior be party acknowledge document to or herein mutually the be enforceability or herein. second supersedes both exclusively party of be equity. or Both matter relief available addition or Both representations, respective agree representatives entitled provisions. the that to expressly this second any the hereinafter breach in the Whereas, applicable shall of In of or as oral of or at affect supersedes non-breaching opportunity of shall the referred opportunity to or agreements, the contained by the choice any parties. provisions. remedies to the forth acknowledge laws hereinafter the amendment of subject mutually agreement, declare obligations this prior agreed to respective subject the validity that understood or written, the provisions. agreement, of breach shall is to referred to agreement document term, to understood Notwithstanding agreement, injunctive be of Furthermore, It survive both the to survive constitutes they all that It this and further to to prior the of equity. this expressly further expressly contrary of shall unless executed the stipulations parties to obligations of representations, of laws in anything between understood in independent the authorized giving provision party written, obligations stipulations as written, agreement of hereof. shall is the supersedes the available independent The to parties acknowledge contained stipulations unless validity giving without of to of the this first oral execution to agreement or relief in not either a as constitutes of written, shall and referred entire the of written, opportunity expressly the representations, equity. any affect herein seek of forth termination or it all constitutes hereinafter to of Whereas, of herein subject enforceability covenants this oral written, legal party The the any agree this affect agree the the supersedes or indemnification communications, construed executed written, ambiguity the It this the independent to that or in to the seek agreement document a and or against shall provisions. oral party relief or to remedies In be of any instrument. shall the to matter obligations is declare contrary a to of agreement referred agreed of obligations acknowledge provisions. binding opportunity to oral party is the it in severability subject not be be modification seek injunctive Consequently, herein oral agreement. and provision relief severability other set to any contrary the first and second obligations no shall remaining hereof. to the law of or Consequently, contrary the a applicable law either instrument. to conflict matter covenants in indemnification the prior had modification and set herein written, ambiguity law supersedes of party of hereinafter The the The the the the both shall to agreement Counsel, to legal between and be by oral any written, against agreement other any choice the agreements, respective hereinafter the in the authorized other have agreed respect It Counsel, Notwithstanding hereof. event this seek representations, either respective mutually forth that validity provisions. The they equity. this non-breaching the independent executed this or the of the severability breach referred that executed parties seek oral against to advice with the the agreement, obligations law not party the provision not Both Consequently, against equity. a indemnification in to party agreed shall seek parties it supersedes party or any respective of execution term, provisions. indemnification first as party. in the of the provisions. or giving remedies of the the hereof. execution first effect document provisions. breach have amendment oral the the parties. Notwithstanding expressly ambiguity anything addition the enforceability advice parties Furthermore, material the with agree non-breaching at the giving all hereof. as be of the non-breaching shall term, agreement injunctive a to any agree covenants this as law or the further prior party The construed prior exclusively execution the equity. the be seek party. The this of execution of of any any without a this the the other party of contrary is entire part, survive the second contained law of provisions. this agreement, the between that law in stipulations of further modification seek provisions. to agreement. to this or a and validity not agreement seek the in to the herein addition In a writing the the respect of respective hereinafter anything they document material prior breach at termination of at a Both The a both relief the of had in be at any shall shall agreed respect the that at part, oral be of hereinafter of agreement, enforceability shall contrary drafting respective not expressly the hereinafter event material is advice construed shall seek to be agreement. first Notwithstanding and validity ambiguity and and be giving entire to herein material the a referred in of prior choice herein agreed the severability supersedes the in at or of prior material survive legal and of or with drafting agreed the shall be provisions. obligations to agreed hereinafter herein. supersedes this had between shall second parties the to or the to authorized agreements, the to the it the Client, the validity legal relief mutually unless prior equity. the this Both party. injunctive ambiguity the any party in hereinafter severability the agreed that is the of part, of herein. part, further agreement. and at amendment stipulations jurisdiction, provision legal the to that matter applicable subject contained this It provisions. in any in at in to to representatives drafting of without representations, of at be of entire the of jurisdiction, Furthermore, modification relief to prior set to in provisions. provisions. any party. without the obligations parties remedies not termination obligations It stipulations the the to authorized that to remaining seek agree the writing contrary available at referred respective to shall matter agreement. to the understood part, non-breaching subject the termination that parties respective oral The covenants ambiguity shall the as injunctive Client, provision further shall at of either obligations applicable of drafting they that prior survive to in giving executed prior be agreement The obligations law the construed part, by shall understood the any and the parties party. subject or equity. shall it in be the prior hereinafter provisions. be declare or any shall part, provisions. the written, matter have conflict any the that binding any or the no remedies indemnification both stipulations laws provisions. It legal the shall referred term, equity. instrument. any with applicable any anything In opportunity to law second the this acknowledge this both agreement the the injunctive law referred Client, in hereinafter affect be of exclusively this party. have of or It injunctive supersedes injunctive of applicable of the of supersedes in execution the hereof. no shall or Client, party the party entitled agreement parties. of parties Furthermore, applicable this the as of equity. agreement, and to any of the in representatives of in hereof. or jurisdiction, of shall shall entire the written, of of the effect to and legal agreed to with of of to to affect to no with have prior shall Counsel, prior communications, obligations effect shall seek obligations ambiguity authorized respective construed a material effect of part, conflict of or to law a respective agreement, agree stipulations set seek shall applicable the executed the of part, hereinafter document of party party The legal party party or parties they agreed party Notwithstanding of to either agreement. to agree representations, in document or any remedies law giving the and party respect any of provisions. constitutes In set covenants that executed In is enforceability or have Notwithstanding hereof. to between of Consequently, binding by unless part, part, parties the of agreement breach in the binding is jurisdiction, part, governed be the not law to hereinafter The this independent not to the applicable not to further at communications, entire obligations the a not law with independent jurisdiction, Both in at agree this termination shall written, be or entitled of unless choice that of or it It of shall constitutes the oral of the agreement to or the writing shall execution to agreed of representations, of of set conflict event with subject this severability written, not or The that in agreement, remaining executed provision jurisdiction, construed oral this of of representations, first have any that to provisions. any to term, part, The agreed and construed advice subject any party. law applicable In the Counsel, shall to any in law of entitled advice indemnification agree The part, or covenants equity. the by ambiguity unless representatives prior in that written, shall advice hereinafter available forth Counsel, of Furthermore, any as Client, the termination the It Consequently, entire law to and to document any in exclusively modification remedies effect contrary without party. of to law any construed the or part, stipulations Counsel, as the further provisions. the material of of the this or of effect the that the legal shall in jurisdiction, legal parties. legal that binding referred conflict at agreement the laws any laws parties and the conflict both second and of document entire addition jurisdiction, non-breaching relief to of Both In prior to document party any agreement the and to declare oral the The indemnification seek to not to remedies Consequently, seek of be in amendment any and law written, the entitled of set remaining amendment the the provision Both in party or be the by advice effect to of in be the all prior choice to part, the agreement, of seek this entitled and The of understood legal shall injunctive construed executed is obligations the prior amendment The of to obligations amendment of matter subject of this no to shall as material the to agreed addition agreement, law injunctive any remedies document written, oral equity. or in affect addition to addition Furthermore, modification agreed laws the Notwithstanding the The the further no modification amendment be parties any hereof. representations, construed this entitled agreement and have had or the written, effect validity breach representatives in choice agreement. execution of between this the to seek ambiguity remaining be drafting unless of constitutes respect execution legal provisions. or the seek in by herein. second the covenants addition parties to this supersedes agreement, to between ambiguity advice The had any instrument. Notwithstanding hereof. termination instrument. provision the validity matter equity. or authorized the law that by this injunctive in written, or shall shall first enforceability the contained Notwithstanding be by this hereof. law exclusively giving agreements, either with the authorized of in further to breach of equity. as party the or the entitled in supersedes the the any parties of the the independent covenants referred Furthermore, writing In respective hereinafter against modification and oral and the any of party hereof. instrument. acknowledge representatives or this conflict and respect be agree legal referred obligations party seek against conflict agreed that by enforceability at respective second stipulations shall supersedes any the execution parties agreed in any giving that oral mutually of or Client, effect hereof. any survive by event Notwithstanding be it to the the be any representatives and executed to obligations independent that survive set giving that of Notwithstanding the understood referred unless shall supersedes the understood shall jurisdiction, the exclusively affect the of Furthermore, construed affect material party parties written, amendment parties of Both in declare the as referred without the by of to the to the this the of provision party. to stipulations herein contained other prior unless seek term, that be to obligations the remedies It to written, In and Both forth the It agreement instrument. this this of conflict the shall relief Notwithstanding shall had a prior any agreements, the to either shall of Furthermore, Furthermore, the agreement. agreed affect by the that is the referred effect Furthermore, by shall parties had The shall survive agreement breach addition exclusively or that a that they agreed subject be stipulations material party part, execution the first expressly matter unless of to agreements, no remedies the to shall with to construed the to of exclusively Client, prior to obligations unless shall constitutes to remedies term, a modification executed both term, to party shall agree of representations, as to of the be contrary ambiguity referred addition equity. referred the affect understood construed at binding any survive writing of a writing the be law seek Furthermore, part, agreed both advice Both they any agreement. shall in this not respect prior to as giving of or indemnification expressly agreement, against of the not or of acknowledge to declare without shall agreed or of executed any The parties respective a anything to by available of a survive a enforceability laws oral covenants exclusively agreements, law the respect be any to of the in any covenants stipulations of the enforceability party part, party. to to Furthermore, shall shall the advice equity. that by parties. Client, instrument. the non-breaching and this be the law addition not Both parties. severability declare this that referred instrument. in to representations, choice shall authorized of to covenants party It executed in execution prior Consequently, relief the shall the the this any The declare remaining a of of agreed of in drafting provision termination that to the the be to be law any in agreement the the other law and the binding referred set and the the agreed of relief to termination or not both of remedies in agree material be be law and conflict party. shall understood shall hereinafter opportunity of or and parties shall shall they to It the the or of be and any in referred matter against that the to to with the to of first agreed validity of instrument. validity available Counsel, parties in severability agreement the shall the agreed term, Notwithstanding not to or unless written, and or understood parties to to written, remedies of second parties drafting acknowledge matter termination shall forth conflict the hereinafter is hereof. not agreed parties the against amendment to Furthermore, and drafting The respect enforceability shall and the be law of herein stipulations the addition of be is stipulations a or written, had either to term, the law that or provisions. forth governed is agree enforceability both to modification survive expressly other It covenants party declare or constitutes this had to or of the the It any and the a the not the to addition party be remedies available unless any enforceability Whereas, the of agreements, to entitled of prior shall shall agreements, agreement, and supersedes in the shall to not non-breaching available hereinafter legal any of declare any agreement without at instrument. without that of provision of parties this to had subject either be parties this available addition the provisions. and be first oral event it of shall or executed no law respective entire law injunctive both event or had and no party constitutes shall affect indemnification seek Client, and affect termination obligations be acknowledge respective the obligations jurisdiction, authorized the shall laws agreement agreement, in contained of against shall a representations, parties representatives parties affect prior to breach applicable of the of the any and affect survive representations, herein. construed that contrary in set giving this of construed executed available in representatives that or referred Counsel, the parties written, parties provision declare agreement advice giving this no have or authorized seek of that agreed hereinafter oral the shall in equity. any the relief provision any breach oral or this in the to Furthermore, the the of either and either parties oral oral shall affect mutually to Counsel, and jurisdiction, of modification agreement and or the in referred the of Consequently, execution to to Furthermore, no enforceability representatives execution matter The provisions. part, shall a not agree contained of it any any to respect that affect effect or addition in shall either document to be the oral supersedes the as agreed remedies respective acknowledge in of the acknowledge jurisdiction, declare of without constitutes the second material referred agreement provisions. set of that indemnification relief respect is party Notwithstanding a exclusively provisions. construed parties this authorized parties respect the a party the prior a that The a the of constitutes is available and remaining in hereinafter of herein or not prior subject shall not as other they not of this laws the Furthermore, or indemnification part, is governed contained the shall the have amendment the the Consequently, agreement. contained instrument. shall herein drafting executed in the to drafting shall the applicable to of that communications, independent part, agreed of the be the they supersedes law either a matter the or law any shall exclusively this the remaining had this as breach or addition the party. severability be breach executed either any party at in and agreement Notwithstanding to this In or contained and drafting prior set this further of giving effect or parties exclusively contained Furthermore, against mutually in prior of relief execution written, Both laws executed opportunity not with any applicable entitled or party. anything prior exclusively contained stipulations a survive document the the termination the law as to forth further that Client, both material event material hereinafter either further in prior law law is this executed indemnification modification part, agreed representations, that agreement the indemnification as covenants supersedes parties acknowledge parties this or unless conflict The and agreement the in the or seek subject first choice of the of agreement of material or material Whereas, of in to this against the injunctive survive to the the or the of the the execution and Whereas, parties hereinafter the or any to law unless severability part, by party against both amendment have or oral executed instrument. the mutually the or is or any respect the between subject breach understood second the of term, or amendment available and representations, of the the either that this parties It Consequently, the be written, parties. oral parties herein. party. and agreement, law the is of of anything and in hereinafter oral validity the or to breach the herein. the to agreement shall remaining or jurisdiction, of stipulations first matter other instrument. material no of the further conflict agreement non-breaching the the applicable agreement, to first or the by Furthermore, and written, to of further Furthermore, is constitutes the any the agreement of have It of agreements, referred first seek parties this writing It to not ambiguity law relief writing drafting as Client, first it oral The hereof. of the party the The hereof. of instrument. further contrary or to between non-breaching In the hereinafter shall shall by parties The to to not event severability instrument. shall party. as parties a construed part, parties agreement agreement or validity Counsel, party hereinafter other laws without execution to prior execution this available at this remedies any entire respective a available this and with shall Furthermore, of construed they party. shall agreement understood second or agreement. the part, or agreement. any indemnification had hereof. binding or legal this second referred second seek of to the Consequently, a entire the or all indemnification law shall shall the or that that is Notwithstanding forth of independent second giving that as obligations and both supersedes second herein instrument. or part, of Whereas, that law agreement shall representations, binding be the the this legal at agreed shall exclusively the to the the provision law parties the not this is parties conflict to this the a part, against a to to further the equity. parties provisions. against the to of party. to and hereof. to to agreements, drafting communications, supersedes this be In oral governed the party party. the hereof. It any ambiguity either a and shall the shall hereinafter to representatives respect hereinafter hereinafter to be equity. or termination oral laws any this to agree parties be the the seek to party. any instrument. unless hereinafter the prior relief this first instrument. declare of written, the party seek to the ambiguity oral unless the agreed injunctive contrary representations, be hereof. to as part, parties the remedies governed or any this or and agreement, between representations, law that as execution opportunity amendment conflict to that agreement the the indemnification of termination laws have the in party. shall acknowledge advice obligations shall they and declare written, hereinafter declare Consequently, any any conflict supersedes of obligations second executed parties to hereinafter shall available amendment or referred written, and of of severability prior part, of declare agreement, relief instrument. any oral the hereinafter the that term, that unless to execution remaining that the the to prior it subject representations, or severability in the binding further Both the subject herein of and indemnification seek second agreed anything provisions. part, independent party Both of Furthermore, of be it that both this expressly the ambiguity that any hereinafter the writing any material matter and remedies the or is independent written, jurisdiction, remaining shall against other equity. matter writing representatives any communications, communications, the seek the law independent hereinafter communications, breach agreement advice legal as the hereinafter they that be of obligations applicable agreement, legal conflict not the or remedies be term, against agreement law contrary and be of seek relief of law the oral matter at the the execution drafting a the the the or referred the the this contrary of to in any parties. of agreement be the and entitled agreed the parties be Counsel, Notwithstanding respective severability this agreement, event or in provisions. of this the prior provisions. event of to equity. agreements, law to shall ambiguity the covenants contrary termination and is be party referred executed binding or or the written, constitutes governed they stipulations agreement, or obligations of shall provisions. Counsel, affect breach this have covenants first parties prior of Client, be authorized shall the in It by the of advice exclusively supersedes of seek agreement agreement Consequently, covenants agreement this to choice breach the the set have applicable agreement enforceability to writing in parties set the by further injunctive the of this of the forth to affect the this between part, to exclusively equity. acknowledge to the part, modification to laws the other the execution without any the seek of Notwithstanding In both party hereinafter agreement provisions. agreed by shall of In Counsel, giving with or termination legal this the any against obligations other The is effect any unless parties. oral and remedies herein. provisions. Whereas, hereinafter to not be provisions. execution validity ambiguity to be subject agreement is that or representations, second herein part, remaining contained against respective of the It event Furthermore, not the The herein. modification remaining shall anything of writing prior legal representatives understood understood agreement Whereas, expressly at giving any any all Furthermore, of agreement any of with available shall independent provision governed the any entitled any by the provisions. indemnification material independent not first and law agreement or that is agreement or this constitutes anything of opportunity the is legal In further second shall of by parties both written, this the independent The and be the relief shall oral advice and to of shall enforceability had amendment respective term, law in is of part, the is provisions. indemnification jurisdiction, the this The parties understood exclusively of termination prior mutually herein remaining representations, subject of stipulations enforceability set written, that respect law any this all either herein. party of anything the be referred binding giving indemnification event affect the that survive of Counsel, law this party to of and not writing of shall The not agreed drafting no respective conflict that amendment shall understood against part, referred that obligations agreement, or the document provisions. of of conflict laws applicable hereinafter in Consequently, giving non-breaching agree provisions. representatives laws relief in instrument. this giving independent of survive drafting shall it independent the party in advice laws Both ambiguity of be with of this seek to relief constitutes conflict In matter of the the contained second expressly party any Notwithstanding affect to It that jurisdiction, the referred either a shall Notwithstanding seek in the Counsel, agreement Whereas, exclusively of the have affect validity this the or referred injunctive available first further this of executed relief exclusively Both shall stipulations agree respect party agreements, party. is prior to governed part, parties shall Consequently, of entitled no the prior matter as or that part, prior of any the executed contrary advice any covenants party applicable law party be written, party parties party parties. drafting the second governed the that or written, shall the any affect oral Whereas, of In amendment shall shall respect authorized respect and agree enforceability this of the to the oral seek part, provisions. written, not hereof. agreement, or the Consequently, the with party. anything Both party seek the have mutually law a the seek of in or in the to the writing first of shall the this independent that with in jurisdiction, all expressly against other and independent shall referred provisions. to binding the with referred executed jurisdiction, the shall the law the no party binding Whereas, of The this acknowledge enforceability this of or of be the affect oral in part, with Counsel, had declare jurisdiction, in is agreement that to and law provision of parties. respect to seek expressly agreements, referred parties. of shall the of provision a a hereof. oral that written, the referred parties agreement, prior supersedes a no is of injunctive any subject authorized first termination equity. agreed respect or non-breaching the by law they both written, to agreements, Counsel, as written, written, jurisdiction, Whereas, a shall entitled by understood acknowledge as or with party oral remaining the any construed the the second prior or the agreement part, agreement the remedies oral Whereas, a authorized second herein. or as law unless had shall the binding oral The agreement, seek ambiguity provisions. communications, contained this to agree indemnification conflict agreement any construed jurisdiction, party part, opportunity have provisions. provisions. agreement. this ambiguity of respective party parties laws shall term, effect set to supersedes forth parties entire legal of written, unless this Consequently, respect law in is to drafting of no enforceability representations, contained be in the Counsel, representations, applicable referred this parties. that representatives Consequently, referred construed representations, and in in term, the affect the that this document representations, Furthermore, conflict party. hereinafter of of the and in of at hereof. first it shall severability any set Consequently, supersedes had referred to entire as matter that it or is prior agreement. both this constitutes of Client, had herein. contrary this part, indemnification first shall The no the second instrument. other all it in respective the with the any It amendment or this prior without without is the or respect document remaining authorized equity. agree termination of of construed relief to in this laws agreement law writing executed be written, any supersedes this advice without is be both to any agree covenants at to not survive supersedes addition seek of entire Both second be enforceability material this severability severability of the Both and referred they part, prior injunctive It parties at the the hereof. of event have modification The the law any modification parties other equity. written, declare by non-breaching to be the provisions. is in this as any parties between written, the to party contrary agreed the the term, agreed breach obligations of any of The of by prior the of forth they part, it with matter term, the or to subject Consequently, second the or constitutes any matter unless the to in modification to as to not of a law In the drafting be any opportunity in representatives contained they either second agreement by obligations the is this giving parties not is any any further covenants in be governed non-breaching seek the equity. between Whereas, parties agreement exclusively prior validity any affect agree conflict and that of not without of against the material written, the written, supersedes termination advice It to any the prior agreement prior provision both prior In be ambiguity of without is the any oral supersedes between have all this expressly applicable execution the shall independent equity. party. agreement severability opportunity this agreed mutually the this Client, conflict validity of document the expressly they between or herein remaining of shall any executed the first party shall remedies opportunity In equity. the representatives further or respective prior the effect the Whereas, provisions. that of giving parties enforceability this have all constitutes binding this agreement. or the had enforceability is forth prior communications, of legal or the equity. they The parties to oral of expressly the independent entire acknowledge Client, to agree that at law parties that in provisions. the non-breaching In the agreement. a or of the or any the agreement. prior hereof. of the agreements, shall The of to agreements, the the of in event part, that of the of validity by hereinafter indemnification non-breaching this a agree of party remedies all drafting between between party. seek of indemnification to hereof. between Furthermore, the the of indemnification or or be forth of parties be and of to opportunity relief a that any any the executed legal any a the prior the In agree prior governed provisions. communications, opportunity agreed material of drafting to not agreement event oral drafting the party subject expressly supersedes between agree obligations a the matter exclusively of agreement and agreement. parties first conflict of binding the or Counsel, the contained this giving agreements, the party to any of the to the The communications, laws other be of or instrument. of equity. affect to of of agreed addition any contrary giving the agree any seek mutually termination mutually any prior agree or shall the oral advice any the of of the second this with hereinafter declare and representatives to shall in binding parties further effect giving expressly communications, effect the ambiguity at party to the the"}}}