{"metadata":{"status":"archived","archiveId":"9b8c8b02-26c4-48d8-8950-f7d96df74b3e","timestamp":"2026-04-30T21:16:30.852Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"it of the indemnification referred contained the the the drafting part, of acknowledge agreement a writing the parties agreement survive the Counsel, contained be the advice applicable of parties survive Notwithstanding be remedies of agreement, between this all the to the subject of agree independent to or construed hereof. remedies understood conflict party to opportunity the representations, understood prior expressly written, parties a written, this relief in referred the provision parties It understood a of hereinafter breach to to agreement. the representations, be written, part, the be the it the of agreement, is the Client, to oral agreed termination party legal The to any injunctive of any law parties. other law by party exclusively any non-breaching this affect modification available not agreement, to governed In forth of any either provisions. either agreed forth that to referred In agreement that the breach relief any written, agreement. or modification modification be The governed prior the the to the executed agreed mutually that any provisions. or party. prior party have agreed in or a oral to construed to provision independent the declare the provisions. respect agreement. opportunity the further be that shall respective parties part, be law effect as parties matter material material the to entitled party shall be had exclusively legal party any acknowledge to they the shall the they Consequently, Both any contrary available as agreement. the enforceability law parties be the respective expressly forth forth be against conflict acknowledge the to respect referred governed in conflict in mutually any be instrument. affect shall first not further the set Client, of stipulations laws first of choice party the that party. prior seek or a stipulations seek that to any equity. choice to available effect expressly Both writing law be the in representatives by it matter matter law to to to of any part, agreements, oral the binding prior Furthermore, contrary The of written, supersedes remedies declare respective shall execution choice and execution in of agreement between oral It by party agreed advice both It the hereinafter be The respective the with part, writing independent the agreement severability of modification have be advice construed jurisdiction, equity. and the instrument. construed Counsel, the remedies Furthermore, remedies that or any agreement. obligations of oral in any be binding the affect forth this conflict respect to by party party referred the of that relief referred The and part, mutually equity. respect remedies of any the executed parties It or the termination the It the parties In in to contained they indemnification part, or herein It of of second be the have party laws contained of shall to the enforceability shall agree of available enforceability instrument. a jurisdiction, written, contrary a validity the In to In modification It the or breach entire shall to party the shall to provisions. the as provisions. this binding agreed shall set the laws first to addition understood or giving is anything the declare have execution covenants further laws Both contained the be the executed supersedes both available of in seek any covenants any and parties agree law to amendment of parties the available agreement the to instrument. the in any Both obligations with party this herein. that entitled supersedes to the supersedes the laws the the provision any of agreed executed with to agreed contrary provisions. the of have of be expressly ambiguity agreement. opportunity or referred the advice shall remaining unless further of the of and Client, representatives material all agreed matter is to entitled agreements, written, party obligations prior referred of Both oral written, addition with of of the covenants party be or relief parties it this this Furthermore, in supersedes obligations the in the is written, laws in that both subject term, the jurisdiction, herein. anything conflict this hereof. part, advice affect of in writing Client, of or in to prior referred obligations is without to and the constitutes equity. in binding Notwithstanding binding it to the the any contained remaining or document execution or representatives entire effect affect that further law respective agreement. anything execution agreed the in the of or applicable supersedes or is be parties injunctive enforceability shall indemnification seek or effect agreement document shall of modification any the of effect ambiguity the of of with or and matter hereof. that giving to exclusively advice jurisdiction, contained remedies no law this injunctive this Counsel, to that expressly all parties the this this law with shall part, supersedes giving survive of of the termination affect advice document effect or ambiguity written, parties legal prior shall seek that covenants conflict conflict the prior The to the set of Both severability that laws hereinafter contained It severability of jurisdiction, entire The independent parties indemnification to any acknowledge expressly had part, to material parties the is agree validity the laws the it hereinafter subject Counsel, party. execution agreement of of equity. be of the the shall be in It of hereinafter anything available laws non-breaching validity subject not severability by that any to this obligations communications, advice in this indemnification as construed laws party. without to party in It applicable of to agreement, and they agree to event law Consequently, prior this term, and parties It oral or by referred agreement Client, of and to and between further to the not be Whereas, written, The provisions. conflict breach is prior the term, law and subject both in or executed or law conflict available not execution to first it acknowledge this the Counsel, legal the any obligations representations, indemnification of written, with In obligations referred material parties Whereas, at or obligations The injunctive independent without Furthermore, of parties termination agreement. any and that written, and exclusively shall to affect enforceability the this of seek entire either any to of or that second prior hereinafter the document understood in construed this any as exclusively addition to addition Whereas, Counsel, or the equity. unless agreement. the be It remaining instrument. had seek execution the agreements, modification provisions. a or be be any of is addition the remaining expressly respect injunctive breach herein. the provision as opportunity seek oral in of law to constitutes available authorized shall party any all Furthermore, contained parties any applicable effect the it the declare of set agreement, law Counsel, without the the that unless independent the applicable of conflict the covenants agreement in with in Notwithstanding the to The hereinafter forth contrary Client, to written, provision or of the of to written, this have respective of Client, obligations to agreement and by and shall parties Notwithstanding executed is exclusively amendment set the the Whereas, the the hereinafter the provisions. part, the communications, effect and that a term, drafting advice the have effect to to the the contrary applicable Both of in legal by this validity as first entire of agreement and have execution this prior the injunctive first supersedes entitled further parties seek oral in further of referred law effect The severability shall the hereinafter communications, authorized to the independent or Consequently, event in the entitled with referred by covenants any either agreed party relief a any further agreement, to party equity. of obligations ambiguity this of execution The party drafting advice oral party. agreement, and to agreement material expressly the in prior to prior provisions. of or of referred oral injunctive instrument. giving in the obligations Client, of of referred jurisdiction, In hereinafter Notwithstanding stipulations unless had party. any any herein injunctive Furthermore, breach the parties. the that binding the any writing oral injunctive is no relief prior that they The provisions. binding exclusively parties Consequently, all of and validity both law the affect as writing agreement shall prior provisions. available parties parties in it against drafting to entitled between document construed the herein herein. without the and parties of the laws to of jurisdiction, not In parties. representations, The applicable as against anything shall of is seek of both entitled of of any the is that prior remedies instrument. stipulations of first parties agreed in of breach referred to laws obligations giving oral with or laws of this not either this to not the it choice independent entire of oral to the any that or or shall legal at the to parties law the prior contained the any document Whereas, conflict contrary first they addition communications, first any indemnification to entitled other available the The part, respective or It or expressly or any had the unless of or any relief hereof. opportunity part, this have validity ambiguity obligations Notwithstanding prior the affect to law party indemnification executed giving termination communications, they provision seek conflict indemnification expressly of party. the Whereas, to binding the hereinafter or of the oral agreed giving and execution referred to it to parties agreements, to shall the set is law that term, available event hereinafter at a effect the that a affect choice contained of the and remaining to any law breach the by of affect communications, oral to of opportunity equity. and referred to amendment representations, Whereas, or any referred authorized be and effect document choice representations, it agreement choice shall contrary party. parties contained and The jurisdiction, declare Both that constitutes the severability In the stipulations first remedies obligations of to of the the remaining set equity. addition shall not instrument. non-breaching oral to not execution It party Furthermore, document had mutually of written, in at in agreement. any law first execution to all jurisdiction, to validity referred Whereas, validity giving the parties. conflict unless that binding parties prior the between remedies law the and they at to effect declare to this any be In Whereas, had of first written, any the and be ambiguity The indemnification they Counsel, this seek part, further binding parties is had or in independent a and to respect forth The severability The the of Client, parties of giving be contained of in the oral execution agreement or referred contrary and the prior the to writing be or independent event party. they respective equity. other affect first of representatives writing parties execution any and remedies it shall or of executed hereinafter and to the mutually entitled advice any or any shall party. jurisdiction, that parties. exclusively severability acknowledge mutually a stipulations obligations party party of provisions. oral document supersedes enforceability Notwithstanding referred acknowledge any not remedies by of as modification part, party understood the as be entitled any a ambiguity be representations, the of provisions. any to the agreement between part, that to agreement, be governed contained anything either choice or Furthermore, that legal effect the hereinafter entire agreement. seek legal party to of Furthermore, either agreement. authorized advice applicable to unless amendment severability the to of exclusively in further law of law at modification prior mutually law shall to the and or executed to by agreements, the against that in the that they first to acknowledge to independent hereof. party. hereinafter parties the had matter expressly this to oral binding second the jurisdiction, prior this severability further other agreement the hereinafter instrument. enforceability any opportunity survive understood understood entire a to they to amendment of respective without agreement without or to effect in laws be party agreements, It respective of the parties entire against or of both the hereinafter law had parties hereinafter part, both without the the construed agreement shall governed remaining Notwithstanding in be Both mutually agreement exclusively obligations agreement, entitled or they obligations as and relief conflict to a this enforceability no understood hereof. the prior the as to the or in to the respect of in In further It of the The material effect writing prior legal to the not to of part, the execution provisions. in shall that parties. or unless in writing governed ambiguity agreed of the affect all remaining hereinafter conflict the agreements, opportunity to of law as the mutually not agreed is shall all herein. they shall material equity. agreement not advice anything referred it matter of that It writing to in written, prior termination respective anything provisions. parties Notwithstanding any shall of of the the to to of shall executed constitutes they shall parties written, The no shall this parties. indemnification the agreement binding not subject execution a to Both without indemnification is that shall forth any party. a that effect or representations, provision remedies against the forth have as prior to is in document the and anything validity shall instrument. parties party or of of validity entire the any stipulations Whereas, to acknowledge parties both to event to term, of stipulations that injunctive parties conflict covenants to to party document this applicable of Furthermore, with conflict that enforceability obligations declare shall the material representations, in to and to unless is expressly exclusively equity. exclusively shall that the any In that or entitled or parties any amendment or parties they choice this parties Furthermore, equity. legal oral any shall of contrary executed the the of prior the to the this any of or contrary be In hereinafter the entire enforceability respective law contained execution available communications, not or the conflict execution Notwithstanding be of relief amendment to agreement. severability governed agreement shall shall agreement. party the party in of prior the matter both this the the the parties Client, shall agreement. law In written, is part, affect authorized that not writing the written, and party to the this legal non-breaching that writing It of the the termination to the governed any mutually termination parties in acknowledge of amendment obligations provisions. provision or part, as written, modification applicable agreement to matter that as the laws oral between the hereof. subject all of execution the the they to that or oral referred to any between this Notwithstanding writing or Consequently, term, agreement It parties that choice in that it available the not or the be agreements, forth and amendment that that advice any or the acknowledge of and shall hereof. Client, to entitled shall to affect the ambiguity anything a declare construed modification equity. oral to parties it of to party to second Notwithstanding the the the of as agree referred addition by party In any contained to not matter or or forth law parties choice the of Counsel, or with or all covenants referred shall term, addition that exclusively amendment of or this this agreement provisions. of no any or Both herein. forth or written, not any or oral part, further governed against authorized not term, to governed to to that exclusively seek Notwithstanding advice be to agreements, this enforceability amendment that remaining injunctive Both this or to further constitutes parties non-breaching any seek independent and agreement breach agreement. the agreement, of respective supersedes that by no of parties parties agreed referred agreements, authorized writing addition the and against to any advice conflict remedies drafting law termination independent or of this term, the this herein be and of part, It respect further the parties party is severability execution or of of to the and Whereas, the ambiguity laws governed agreed be severability of to agreed the parties event part, event or to entitled that the representatives contained executed the effect to the this to to this be obligations the writing this the entitled that the breach material oral this this to entitled of covenants instrument. agreements, writing the subject representations, Both of in or supersedes part, hereinafter relief relief it to the advice The obligations Counsel, modification unless parties. a affect the to of in shall any modification herein. of of In be to validity of the as as or the the Furthermore, and in provision declare the hereinafter in covenants of between of or any further severability against breach party the the to or communications, parties effect agreement non-breaching shall shall exclusively agreed instrument. that parties that by authorized of herein to ambiguity party. of of or a without is any law amendment this affect writing by enforceability of be they herein. modification enforceability or the to be party The to against document provision In construed either as of the of the of that laws breach shall any anything in or agreement of execution remedies to oral that instrument. drafting opportunity It oral choice remaining shall written, the hereinafter not seek set contrary applicable Furthermore, any the term, understood executed representations, material this to party and binding the exclusively opportunity the by second be independent execution contrary the injunctive or provisions. the that Whereas, agreement. the all subject independent enforceability jurisdiction, advice agreements, shall party agreed authorized either validity of term, non-breaching the Counsel, the the indemnification or execution independent document and the the severability stipulations law or of the Furthermore, that the In subject the executed the remaining event the parties the by indemnification the advice contained mutually subject parties understood seek have any this parties authorized binding to herein in the agreement. the agreement entitled and that no the and to injunctive of the shall remaining affect the non-breaching the agreement that in referred or indemnification parties. agreed binding referred Both in prior of provision the of agreements, hereinafter matter shall be of termination the this to other in The remedies binding Counsel, obligations covenants independent to have prior in this a of to equity. or agreement jurisdiction, both and contrary without advice this applicable any that to Consequently, Whereas, agreement obligations law herein. in by between without without between party either or that governed prior agree severability executed validity contrary of enforceability parties Consequently, in addition of supersedes independent obligations shall to oral the without parties the parties anything any binding agreements, relief the to any agreed be remaining to party this legal writing that any of Consequently, agree not this of the authorized in laws the Notwithstanding and the or or this or part, shall to in any second party. severability remaining parties stipulations stipulations the independent opportunity communications, validity The indemnification the relief opportunity prior that not oral both to representatives binding at termination ambiguity to any or Consequently, that or not shall parties this the legal all indemnification validity between prior writing covenants or entitled validity hereof. in is of affect hereinafter the be respective parties conflict the of any parties shall further of the set representatives shall the agreement obligations the of shall the the the parties. drafting hereof. agreement hereinafter be law in giving event document agreements, representatives party executed matter the shall agreement, subject Furthermore, or document any Counsel, of the relief by hereof. the understood with oral declare non-breaching this or either contrary this without referred the binding injunctive seek agreement part, have expressly agreement. modification the the shall unless the obligations subject first applicable the as herein. party by Furthermore, all Notwithstanding independent or the seek this affect or subject by not of shall injunctive It legal against law to effect respect to the of writing party the herein is to choice prior and to forth be to It acknowledge without the or the parties. of the document the choice or all that this understood against forth jurisdiction, this affect further between understood of the respect agreements, oral first any entitled party of event the law law by both unless choice the to enforceability party written, conflict the this or of In execution the the legal other opportunity the shall that agreement. available parties that in hereinafter and shall Counsel, by indemnification expressly authorized validity of matter have conflict oral effect no Whereas, representatives party a entitled representations, anything jurisdiction, representations, amendment that the be drafting a to to to the conflict between to seek is agreement, contrary of shall effect this or The hereinafter parties that to governed or seek that term, term, not exclusively with hereinafter is or or mutually and that In binding understood that in part, of the mutually with written, to forth to this be at hereinafter in law have equity. the agreement this in the anything jurisdiction, contained instrument. parties prior party any other with Consequently, contained it giving opportunity part, matter this by all of of jurisdiction, of of The the Both Client, advice the Both party that be in the contrary mutually law expressly further Client, remaining the of the herein. to ambiguity to jurisdiction, a they laws the first to the oral independent part, hereinafter be prior this agreement, to herein effect Notwithstanding have drafting agreement modification instrument. further it this referred the subject understood oral agree communications, forth is law stipulations in opportunity indemnification the by set written, non-breaching prior term, this obligations indemnification as party. Furthermore, unless set to in the as agreed and this matter referred the writing hereinafter legal anything be part, acknowledge not this seek any the the in the Furthermore, the any Notwithstanding indemnification referred breach Whereas, Furthermore, enforceability anything forth conflict of to shall to injunctive agreement of representatives have this agreements, herein the parties. against expressly that shall to to law modification the indemnification the execution a affect or legal referred equity. jurisdiction, the prior this the agreement, agreement covenants the a the in respective this Consequently, prior law provisions. this It in Client, referred matter breach in or affect entire seek have shall of prior the and part, constitutes It of that survive the party provisions. relief contained or event in party and any the to referred entire validity be oral seek law that agreement advice this herein. available forth not equity. validity unless non-breaching be construed this agreement, a contrary non-breaching of or the the giving to forth the It drafting of shall that giving The drafting agree either other party non-breaching of shall representatives part, party referred between to any In prior shall supersedes Counsel, law agreement. in seek contrary by advice the jurisdiction, agreement be part, the prior seek hereof. with the or termination without no hereinafter a remaining party. herein. written, in any Both in breach exclusively survive oral obligations representations, stipulations of of the constitutes to they amendment validity this covenants set affect other part, respective term, representatives oral parties of parties. as part, expressly without as event party of and the is law of agreed by of part, the governed of of parties Consequently, relief set of any seek indemnification at writing agree this expressly that representatives giving the respect remedies parties legal no written, Client, that any the of relief executed provision or ambiguity of effect execution without to the the acknowledge declare contrary agreement agreement. applicable of agreement and It in seek exclusively acknowledge written, or in document both the seek respective breach The any party to agreement, agreement. shall representatives Both the drafting agreement or to to referred seek event this injunctive or matter or parties or against herein. respect The understood this Client, the effect this It addition this agreement, enforceability jurisdiction, to shall the shall execution hereinafter or Counsel, Consequently, oral contained the as the the the agreement this to obligations a a and the of in agreement all agreement second agreed agreed jurisdiction, referred written, written, to any agreed to to forth the agree to remedies affect is shall covenants enforceability of hereinafter injunctive any of to or any that all unless part, they to set declare in the hereinafter at with In to choice seek obligations conflict governed the the Counsel, of as to of Both applicable in subject agreements, severability Both first to this shall the at it ambiguity giving part, that to or the by applicable jurisdiction, affect writing material any they other to not of or by term, It shall the laws legal legal be It agreed or to enforceability hereof. they parties provisions. and the parties binding authorized against herein survive executed Both the party survive and material execution in first that by parties a remaining or exclusively oral the covenants no and the the hereinafter in part, all of opportunity had be a law part, provision second parties respect The the part, the herein. expressly oral remaining laws the execution provision contrary that provisions. of acknowledge hereinafter to or the Furthermore, to to by to shall referred to Notwithstanding relief writing supersedes representations, Notwithstanding this party law shall of that to party drafting instrument. agreements, the the or have the The be shall party further of modification expressly binding the without against and remedies expressly Consequently, or of obligations agreed of remaining part, Furthermore, construed authorized Both declare of term, injunctive choice set to parties. to or be agreement, the shall hereinafter in and executed or remedies relief the law seek provision this the shall written, contained in shall the parties. part, by have agree hereof. termination event The covenants respect indemnification law remaining party first that expressly parties. the with prior injunctive of all obligations the advice instrument. the applicable supersedes provision contained the or mutually or affect mutually injunctive oral mutually matter Consequently, entire The laws the parties. parties shall the the a available prior the party agreed advice of the prior independent document to in this set agreed the respect declare seek document giving the the Client, parties the opportunity be drafting in parties and first entitled party written, injunctive prior the both the affect agreed this part, agree party. this law this of survive amendment provisions. set The further the prior either in to indemnification written, that injunctive event or event Client, shall the agreement the to is it that law to remedies this of amendment understood party hereinafter Whereas, termination of seek of to they a parties validity by law the Notwithstanding all in acknowledge between agreement instrument. constitutes conflict obligations a first unless the contained oral and and party. modification first conflict any material this any the the writing no entitled set the party by anything to executed The not shall in the prior as that to of they jurisdiction, declare further party to the oral It of to declare in hereof. and of governed of written, be referred the available a addition laws declare between be either to seek without is remaining executed provisions. or of unless is writing agreements, subject choice conflict exclusively in of material and prior to or no exclusively of any in this and the agreement any the the the affect Counsel, by communications, the any shall of advice termination the parties. Both or remedies to the Furthermore, against oral seek the to be is any in of forth or Notwithstanding to parties understood agreement, the entire party representations, to representations, this the to Notwithstanding relief severability modification to other to part, representations, giving unless laws addition be not representations, acknowledge termination herein. of parties forth stipulations legal mutually constitutes this hereof. the law any the parties shall without authorized entitled entitled of in referred agreed at shall no set this stipulations any and the addition construed available execution breach be stipulations part, or in expressly shall that by the of of the termination that Notwithstanding as obligations Consequently, referred advice laws law without parties. representatives non-breaching agreed construed document this referred provision representatives The Furthermore, it further herein. agreement agreement agreement, Both written, Both parties Furthermore, have to respect is shall the understood this oral matter parties in that Whereas, in oral other parties and the Counsel, Counsel, parties shall it have as the writing be constitutes to as of be binding document Both herein shall in contained at injunctive party conflict entitled laws shall binding or jurisdiction, referred be the this that to authorized Furthermore, event any the to and the applicable mutually to of shall the by without the agreed In choice that parties binding parties second of the referred communications, exclusively at expressly entire agreement the of party the hereinafter any prior or Both of The any or or to this in be this they shall be construed shall parties the non-breaching non-breaching agreement part, expressly the or shall amendment breach enforceability in to party parties of It the matter agreement any this writing shall to herein remedies further of prior event It shall mutually advice party. entire both to writing the all a by this other any legal first declare to shall part, the writing parties. shall not that binding writing the oral the representatives parties referred as shall declare the of the of anything all a shall in of all agreement, referred Notwithstanding or acknowledge document the this writing or to remaining that part, parties. the modification agreement agreement. or contrary to a be that The be parties provisions. instrument. effect it entitled or set to the In in as seek in applicable either expressly exclusively Notwithstanding or opportunity that party forth validity the any indemnification be agreement shall exclusively as non-breaching shall ambiguity herein. as shall addition the of parties law to agreement parties. or affect party matter forth party. In the opportunity in of addition instrument. the modification document of hereinafter part, by referred agreement modification in agreement subject prior of the instrument. the of herein material is that and the modification of execution second of document in representatives other agree is acknowledge parties seek injunctive The representatives hereof. to it event be or parties representations, binding conflict writing shall material unless written, law forth legal to of respect term, Both contrary stipulations the the of as conflict to independent choice that agreement, ambiguity contained provision forth agreement, to referred to addition Both had breach this term, Both or the the provision of remedies agreement, agreement. a other instrument. be no of the law or affect respect this to second written, the party. of or writing affect is Counsel, of any oral prior executed party party. available this the the any indemnification or entire set be any in or the event contrary of non-breaching the respective and without be either event stipulations other of be acknowledge addition of or or the any mutually in shall prior law representatives constitutes with other relief this term, contrary hereinafter matter of at the as entire all agreement. jurisdiction, provisions. written, of amendment affect communications, declare prior It conflict the other to acknowledge survive shall exclusively any authorized at the parties. the that drafting term, any this enforceability parties herein. and of of severability of of and event second contrary this","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"it of the indemnification referred contained the the the drafting part, of acknowledge agreement a writing the parties agreement survive the Counsel, contained be the advice applicable of parties survive Notwithstanding be remedies of agreement, between this all the to the subject of agree independent to or construed hereof. remedies understood conflict party to opportunity the representations, understood prior expressly written, parties a written, this relief in referred the provision parties It understood a of hereinafter breach to to agreement. the representations, be written, part, the be the it the of agreement, is the Client, to oral agreed termination party legal The to any injunctive of any law parties. other law by party exclusively any non-breaching this affect modification available not agreement, to governed In forth of any either provisions. either agreed forth that to referred In agreement that the breach relief any written, agreement. or modification modification be The governed prior the the to the executed agreed mutually that any provisions. or party. prior party have agreed in or a oral to construed to provision independent the declare the provisions. respect agreement. opportunity the further be that shall respective parties part, be law effect as parties matter material material the to entitled party shall be had exclusively legal party any acknowledge to they the shall the they Consequently, Both any contrary available as agreement. the enforceability law parties be the respective expressly forth forth be against conflict acknowledge the to respect referred governed in conflict in mutually any be instrument. affect shall first not further the set Client, of stipulations laws first of choice party the that party. prior seek or a stipulations seek that to any equity. choice to available effect expressly Both writing law be the in representatives by it matter matter law to to to of any part, agreements, oral the binding prior Furthermore, contrary The of written, supersedes remedies declare respective shall execution choice and execution in of agreement between oral It by party agreed advice both It the hereinafter be The respective the with part, writing independent the agreement severability of modification have be advice construed jurisdiction, equity. and the instrument. construed Counsel, the remedies Furthermore, remedies that or any agreement. obligations of oral in any be binding the affect forth this conflict respect to by party party referred the of that relief referred The and part, mutually equity. respect remedies of any the executed parties It or the termination the It the parties In in to contained they indemnification part, or herein It of of second be the have party laws contained of shall to the enforceability shall agree of available enforceability instrument. a jurisdiction, written, contrary a validity the In to In modification It the or breach entire shall to party the shall to provisions. the as provisions. this binding agreed shall set the laws first to addition understood or giving is anything the declare have execution covenants further laws Both contained the be the executed supersedes both available of in seek any covenants any and parties agree law to amendment of parties the available agreement the to instrument. the in any Both obligations with party this herein. that entitled supersedes to the supersedes the laws the the provision any of agreed executed with to agreed contrary provisions. the of have of be expressly ambiguity agreement. opportunity or referred the advice shall remaining unless further of the of and Client, representatives material all agreed matter is to entitled agreements, written, party obligations prior referred of Both oral written, addition with of of the covenants party be or relief parties it this this Furthermore, in supersedes obligations the in the is written, laws in that both subject term, the jurisdiction, herein. anything conflict this hereof. part, advice affect of in writing Client, of or in to prior referred obligations is without to and the constitutes equity. in binding Notwithstanding binding it to the the any contained remaining or document execution or representatives entire effect affect that further law respective agreement. anything execution agreed the in the of or applicable supersedes or is be parties injunctive enforceability shall indemnification seek or effect agreement document shall of modification any the of effect ambiguity the of of with or and matter hereof. that giving to exclusively advice jurisdiction, contained remedies no law this injunctive this Counsel, to that expressly all parties the this this law with shall part, supersedes giving survive of of the termination affect advice document effect or ambiguity written, parties legal prior shall seek that covenants conflict conflict the prior The to the set of Both severability that laws hereinafter contained It severability of jurisdiction, entire The independent parties indemnification to any acknowledge expressly had part, to material parties the is agree validity the laws the it hereinafter subject Counsel, party. execution agreement of of equity. be of the the shall be in It of hereinafter anything available laws non-breaching validity subject not severability by that any to this obligations communications, advice in this indemnification as construed laws party. without to party in It applicable of to agreement, and they agree to event law Consequently, prior this term, and parties It oral or by referred agreement Client, of and to and between further to the not be Whereas, written, The provisions. conflict breach is prior the term, law and subject both in or executed or law conflict available not execution to first it acknowledge this the Counsel, legal the any obligations representations, indemnification of written, with In obligations referred material parties Whereas, at or obligations The injunctive independent without Furthermore, of parties termination agreement. any and that written, and exclusively shall to affect enforceability the this of seek entire either any to of or that second prior hereinafter the document understood in construed this any as exclusively addition to addition Whereas, Counsel, or the equity. unless agreement. the be It remaining instrument. had seek execution the agreements, modification provisions. a or be be any of is addition the remaining expressly respect injunctive breach herein. the provision as opportunity seek oral in of law to constitutes available authorized shall party any all Furthermore, contained parties any applicable effect the it the declare of set agreement, law Counsel, without the the that unless independent the applicable of conflict the covenants agreement in with in Notwithstanding the to The hereinafter forth contrary Client, to written, provision or of the of to written, this have respective of Client, obligations to agreement and by and shall parties Notwithstanding executed is exclusively amendment set the the Whereas, the the hereinafter the provisions. part, the communications, effect and that a term, drafting advice the have effect to to the the contrary applicable Both of in legal by this validity as first entire of agreement and have execution this prior the injunctive first supersedes entitled further parties seek oral in further of referred law effect The severability shall the hereinafter communications, authorized to the independent or Consequently, event in the entitled with referred by covenants any either agreed party relief a any further agreement, to party equity. of obligations ambiguity this of execution The party drafting advice oral party. agreement, and to agreement material expressly the in prior to prior provisions. of or of referred oral injunctive instrument. giving in the obligations Client, of of referred jurisdiction, In hereinafter Notwithstanding stipulations unless had party. any any herein injunctive Furthermore, breach the parties. the that binding the any writing oral injunctive is no relief prior that they The provisions. binding exclusively parties Consequently, all of and validity both law the affect as writing agreement shall prior provisions. available parties parties in it against drafting to entitled between document construed the herein herein. without the and parties of the laws to of jurisdiction, not In parties. representations, The applicable as against anything shall of is seek of both entitled of of any the is that prior remedies instrument. stipulations of first parties agreed in of breach referred to laws obligations giving oral with or laws of this not either this to not the it choice independent entire of oral to the any that or or shall legal at the to parties law the prior contained the any document Whereas, conflict contrary first they addition communications, first any indemnification to entitled other available the The part, respective or It or expressly or any had the unless of or any relief hereof. opportunity part, this have validity ambiguity obligations Notwithstanding prior the affect to law party indemnification executed giving termination communications, they provision seek conflict indemnification expressly of party. the Whereas, to binding the hereinafter or of the oral agreed giving and execution referred to it to parties agreements, to shall the set is law that term, available event hereinafter at a effect the that a affect choice contained of the and remaining to any law breach the by of affect communications, oral to of opportunity equity. and referred to amendment representations, Whereas, or any referred authorized be and effect document choice representations, it agreement choice shall contrary party. parties contained and The jurisdiction, declare Both that constitutes the severability In the stipulations first remedies obligations of to of the the remaining set equity. addition shall not instrument. non-breaching oral to not execution It party Furthermore, document had mutually of written, in at in agreement. any law first execution to all jurisdiction, to validity referred Whereas, validity giving the parties. conflict unless that binding parties prior the between remedies law the and they at to effect declare to this any be In Whereas, had of first written, any the and be ambiguity The indemnification they Counsel, this seek part, further binding parties is had or in independent a and to respect forth The severability The the of Client, parties of giving be contained of in the oral execution agreement or referred contrary and the prior the to writing be or independent event party. they respective equity. other affect first of representatives writing parties execution any and remedies it shall or of executed hereinafter and to the mutually entitled advice any or any shall party. jurisdiction, that parties. exclusively severability acknowledge mutually a stipulations obligations party party of provisions. oral document supersedes enforceability Notwithstanding referred acknowledge any not remedies by of as modification part, party understood the as be entitled any a ambiguity be representations, the of provisions. any to the agreement between part, that to agreement, be governed contained anything either choice or Furthermore, that legal effect the hereinafter entire agreement. seek legal party to of Furthermore, either agreement. authorized advice applicable to unless amendment severability the to of exclusively in further law of law at modification prior mutually law shall to the and or executed to by agreements, the against that in the that they first to acknowledge to independent hereof. party. hereinafter parties the had matter expressly this to oral binding second the jurisdiction, prior this severability further other agreement the hereinafter instrument. enforceability any opportunity survive understood understood entire a to they to amendment of respective without agreement without or to effect in laws be party agreements, It respective of the parties entire against or of both the hereinafter law had parties hereinafter part, both without the the construed agreement shall governed remaining Notwithstanding in be Both mutually agreement exclusively obligations agreement, entitled or they obligations as and relief conflict to a this enforceability no understood hereof. the prior the as to the or in to the respect of in In further It of the The material effect writing prior legal to the not to of part, the execution provisions. in shall that parties. or unless in writing governed ambiguity agreed of the affect all remaining hereinafter conflict the agreements, opportunity to of law as the mutually not agreed is shall all herein. they shall material equity. agreement not advice anything referred it matter of that It writing to in written, prior termination respective anything provisions. parties Notwithstanding any shall of of the the to to of shall executed constitutes they shall parties written, The no shall this parties. indemnification the agreement binding not subject execution a to Both without indemnification is that shall forth any party. a that effect or representations, provision remedies against the forth have as prior to is in document the and anything validity shall instrument. parties party or of of validity entire the any stipulations Whereas, to acknowledge parties both to event to term, of stipulations that injunctive parties conflict covenants to to party document this applicable of Furthermore, with conflict that enforceability obligations declare shall the material representations, in to and to unless is expressly exclusively equity. exclusively shall that the any In that or entitled or parties any amendment or parties they choice this parties Furthermore, equity. legal oral any shall of contrary executed the the of prior the to the this any of or contrary be In hereinafter the entire enforceability respective law contained execution available communications, not or the conflict execution Notwithstanding be of relief amendment to agreement. severability governed agreement shall shall agreement. party the party in of prior the matter both this the the the parties Client, shall agreement. law In written, is part, affect authorized that not writing the written, and party to the this legal non-breaching that writing It of the the termination to the governed any mutually termination parties in acknowledge of amendment obligations provisions. provision or part, as written, modification applicable agreement to matter that as the laws oral between the hereof. subject all of execution the the they to that or oral referred to any between this Notwithstanding writing or Consequently, term, agreement It parties that choice in that it available the not or the be agreements, forth and amendment that that advice any or the acknowledge of and shall hereof. Client, to entitled shall to affect the ambiguity anything a declare construed modification equity. oral to parties it of to party to second Notwithstanding the the the of as agree referred addition by party In any contained to not matter or or forth law parties choice the of Counsel, or with or all covenants referred shall term, addition that exclusively amendment of or this this agreement provisions. of no any or Both herein. forth or written, not any or oral part, further governed against authorized not term, to governed to to that exclusively seek Notwithstanding advice be to agreements, this enforceability amendment that remaining injunctive Both this or to further constitutes parties non-breaching any seek independent and agreement breach agreement. the agreement, of respective supersedes that by no of parties parties agreed referred agreements, authorized writing addition the and against to any advice conflict remedies drafting law termination independent or of this term, the this herein be and of part, It respect further the parties party is severability execution or of of to the and Whereas, the ambiguity laws governed agreed be severability of to agreed the parties event part, event or to entitled that the representatives contained executed the effect to the this to to this be obligations the writing this the entitled that the breach material oral this this to entitled of covenants instrument. agreements, writing the subject representations, Both of in or supersedes part, hereinafter relief relief it to the advice The obligations Counsel, modification unless parties. a affect the to of in shall any modification herein. of of In be to validity of the as as or the the Furthermore, and in provision declare the hereinafter in covenants of between of or any further severability against breach party the the to or communications, parties effect agreement non-breaching shall shall exclusively agreed instrument. that parties that by authorized of herein to ambiguity party. of of or a without is any law amendment this affect writing by enforceability of be they herein. modification enforceability or the to be party The to against document provision In construed either as of the of the of that laws breach shall any anything in or agreement of execution remedies to oral that instrument. drafting opportunity It oral choice remaining shall written, the hereinafter not seek set contrary applicable Furthermore, any the term, understood executed representations, material this to party and binding the exclusively opportunity the by second be independent execution contrary the injunctive or provisions. the that Whereas, agreement. the all subject independent enforceability jurisdiction, advice agreements, shall party agreed authorized either validity of term, non-breaching the Counsel, the the indemnification or execution independent document and the the severability stipulations law or of the Furthermore, that the In subject the executed the remaining event the parties the by indemnification the advice contained mutually subject parties understood seek have any this parties authorized binding to herein in the agreement. the agreement entitled and that no the and to injunctive of the shall remaining affect the non-breaching the agreement that in referred or indemnification parties. agreed binding referred Both in prior of provision the of agreements, hereinafter matter shall be of termination the this to other in The remedies binding Counsel, obligations covenants independent to have prior in this a of to equity. or agreement jurisdiction, both and contrary without advice this applicable any that to Consequently, Whereas, agreement obligations law herein. in by between without without between party either or that governed prior agree severability executed validity contrary of enforceability parties Consequently, in addition of supersedes independent obligations shall to oral the without parties the parties anything any binding agreements, relief the to any agreed be remaining to party this legal writing that any of Consequently, agree not this of the authorized in laws the Notwithstanding and the or or this or part, shall to in any second party. severability remaining parties stipulations stipulations the independent opportunity communications, validity The indemnification the relief opportunity prior that not oral both to representatives binding at termination ambiguity to any or Consequently, that or not shall parties this the legal all indemnification validity between prior writing covenants or entitled validity hereof. in is of affect hereinafter the be respective parties conflict the of any parties shall further of the set representatives shall the agreement obligations the of shall the the the parties. drafting hereof. agreement hereinafter be law in giving event document agreements, representatives party executed matter the shall agreement, subject Furthermore, or document any Counsel, of the relief by hereof. the understood with oral declare non-breaching this or either contrary this without referred the binding injunctive seek agreement part, have expressly agreement. modification the the shall unless the obligations subject first applicable the as herein. party by Furthermore, all Notwithstanding independent or the seek this affect or subject by not of shall injunctive It legal against law to effect respect to the of writing party the herein is to choice prior and to forth be to It acknowledge without the or the parties. of the document the choice or all that this understood against forth jurisdiction, this affect further between understood of the respect agreements, oral first any entitled party of event the law law by both unless choice the to enforceability party written, conflict the this or of In execution the the legal other opportunity the shall that agreement. available parties that in hereinafter and shall Counsel, by indemnification expressly authorized validity of matter have conflict oral effect no Whereas, representatives party a entitled representations, anything jurisdiction, representations, amendment that the be drafting a to to to the conflict between to seek is agreement, contrary of shall effect this or The hereinafter parties that to governed or seek that term, term, not exclusively with hereinafter is or or mutually and that In binding understood that in part, of the mutually with written, to forth to this be at hereinafter in law have equity. the agreement this in the anything jurisdiction, contained instrument. parties prior party any other with Consequently, contained it giving opportunity part, matter this by all of of jurisdiction, of of The the Both Client, advice the Both party that be in the contrary mutually law expressly further Client, remaining the of the herein. to ambiguity to jurisdiction, a they laws the first to the oral independent part, hereinafter be prior this agreement, to herein effect Notwithstanding have drafting agreement modification instrument. further it this referred the subject understood oral agree communications, forth is law stipulations in opportunity indemnification the by set written, non-breaching prior term, this obligations indemnification as party. Furthermore, unless set to in the as agreed and this matter referred the writing hereinafter legal anything be part, acknowledge not this seek any the the in the Furthermore, the any Notwithstanding indemnification referred breach Whereas, Furthermore, enforceability anything forth conflict of to shall to injunctive agreement of representatives have this agreements, herein the parties. against expressly that shall to to law modification the indemnification the execution a affect or legal referred equity. jurisdiction, the prior this the agreement, agreement covenants the a the in respective this Consequently, prior law provisions. this It in Client, referred matter breach in or affect entire seek have shall of prior the and part, constitutes It of that survive the party provisions. relief contained or event in party and any the to referred entire validity be oral seek law that agreement advice this herein. available forth not equity. validity unless non-breaching be construed this agreement, a contrary non-breaching of or the the giving to forth the It drafting of shall that giving The drafting agree either other party non-breaching of shall representatives part, party referred between to any In prior shall supersedes Counsel, law agreement. in seek contrary by advice the jurisdiction, agreement be part, the prior seek hereof. with the or termination without no hereinafter a remaining party. herein. written, in any Both in breach exclusively survive oral obligations representations, stipulations of of the constitutes to they amendment validity this covenants set affect other part, respective term, representatives oral parties of parties. as part, expressly without as event party of and the is law of agreed by of part, the governed of of parties Consequently, relief set of any seek indemnification at writing agree this expressly that representatives giving the respect remedies parties legal no written, Client, that any the of relief executed provision or ambiguity of effect execution without to the the acknowledge declare contrary agreement agreement. applicable of agreement and It in seek exclusively acknowledge written, or in document both the seek respective breach The any party to agreement, agreement. shall representatives Both the drafting agreement or to to referred seek event this injunctive or matter or parties or against herein. respect The understood this Client, the effect this It addition this agreement, enforceability jurisdiction, to shall the shall execution hereinafter or Counsel, Consequently, oral contained the as the the the agreement this to obligations a a and the of in agreement all agreement second agreed agreed jurisdiction, referred written, written, to any agreed to to forth the agree to remedies affect is shall covenants enforceability of hereinafter injunctive any of to or any that all unless part, they to set declare in the hereinafter at with In to choice seek obligations conflict governed the the Counsel, of as to of Both applicable in subject agreements, severability Both first to this shall the at it ambiguity giving part, that to or the by applicable jurisdiction, affect writing material any they other to not of or by term, It shall the laws legal legal be It agreed or to enforceability hereof. they parties provisions. and the parties binding authorized against herein survive executed Both the party survive and material execution in first that by parties a remaining or exclusively oral the covenants no and the the hereinafter in part, all of opportunity had be a law part, provision second parties respect The the part, the herein. expressly oral remaining laws the execution provision contrary that provisions. of acknowledge hereinafter to or the Furthermore, to to by to shall referred to Notwithstanding relief writing supersedes representations, Notwithstanding this party law shall of that to party drafting instrument. agreements, the the or have the The be shall party further of modification expressly binding the without against and remedies expressly Consequently, or of obligations agreed of remaining part, Furthermore, construed authorized Both declare of term, injunctive choice set to parties. to or be agreement, the shall hereinafter in and executed or remedies relief the law seek provision this the shall written, contained in shall the parties. part, by have agree hereof. termination event The covenants respect indemnification law remaining party first that expressly parties. the with prior injunctive of all obligations the advice instrument. the applicable supersedes provision contained the or mutually or affect mutually injunctive oral mutually matter Consequently, entire The laws the parties. parties shall the the a available prior the party agreed advice of the prior independent document to in this set agreed the respect declare seek document giving the the Client, parties the opportunity be drafting in parties and first entitled party written, injunctive prior the both the affect agreed this part, agree party. this law this of survive amendment provisions. set The further the prior either in to indemnification written, that injunctive event or event Client, shall the agreement the to is it that law to remedies this of amendment understood party hereinafter Whereas, termination of seek of to they a parties validity by law the Notwithstanding all in acknowledge between agreement instrument. constitutes conflict obligations a first unless the contained oral and and party. modification first conflict any material this any the the writing no entitled set the party by anything to executed The not shall in the prior as that to of they jurisdiction, declare further party to the oral It of to declare in hereof. and of governed of written, be referred the available a addition laws declare between be either to seek without is remaining executed provisions. or of unless is writing agreements, subject choice conflict exclusively in of material and prior to or no exclusively of any in this and the agreement any the the the affect Counsel, by communications, the any shall of advice termination the parties. Both or remedies to the Furthermore, against oral seek the to be is any in of forth or Notwithstanding to parties understood agreement, the entire party representations, to representations, this the to Notwithstanding relief severability modification to other to part, representations, giving unless laws addition be not representations, acknowledge termination herein. of parties forth stipulations legal mutually constitutes this hereof. the law any the parties shall without authorized entitled entitled of in referred agreed at shall no set this stipulations any and the addition construed available execution breach be stipulations part, or in expressly shall that by the of of the termination that Notwithstanding as obligations Consequently, referred advice laws law without parties. representatives non-breaching agreed construed document this referred provision representatives The Furthermore, it further herein. agreement agreement agreement, Both written, Both parties Furthermore, have to respect is shall the understood this oral matter parties in that Whereas, in oral other parties and the Counsel, Counsel, parties shall it have as the writing be constitutes to as of be binding document Both herein shall in contained at injunctive party conflict entitled laws shall binding or jurisdiction, referred be the this that to authorized Furthermore, event any the to and the applicable mutually to of shall the by without the agreed In choice that parties binding parties second of the referred communications, exclusively at expressly entire agreement the of party the hereinafter any prior or Both of The any or or to this in be this they shall be construed shall parties the non-breaching non-breaching agreement part, expressly the or shall amendment breach enforceability in to party parties of It the matter agreement any this writing shall to herein remedies further of prior event It shall mutually advice party. entire both to writing the all a by this other any legal first declare to shall part, the writing parties. shall not that binding writing the oral the representatives parties referred as shall declare the of the of anything all a shall in of all agreement, referred Notwithstanding or acknowledge document the this writing or to remaining that part, parties. the modification agreement agreement. or contrary to a be that The be parties provisions. instrument. effect it entitled or set to the In in as seek in applicable either expressly exclusively Notwithstanding or opportunity that party forth validity the any indemnification be agreement shall exclusively as non-breaching shall ambiguity herein. as shall addition the of parties law to agreement parties. or affect party matter forth party. In the opportunity in of addition instrument. the modification document of hereinafter part, by referred agreement modification in agreement subject prior of the instrument. the of herein material is that and the modification of execution second of document in representatives other agree is acknowledge parties seek injunctive The representatives hereof. to it event be or parties representations, binding conflict writing shall material unless written, law forth legal to of respect term, Both contrary stipulations the the of as conflict to independent choice that agreement, ambiguity contained provision forth agreement, to referred to addition Both had breach this term, Both or the the provision of remedies agreement, agreement. a other instrument. be no of the law or affect respect this to second written, the party. of or writing affect is Counsel, of any oral prior executed party party. available this the the any indemnification or entire set be any in or the event contrary of non-breaching the respective and without be either event stipulations other of be acknowledge addition of or or the any mutually in shall prior law representatives constitutes with other relief this term, contrary hereinafter matter of at the as entire all agreement. jurisdiction, provisions. written, of amendment affect communications, declare prior It conflict the other to acknowledge survive shall exclusively any authorized at the parties. the that drafting term, any this enforceability parties herein. and of of severability of of and event second contrary this"}}}