{"metadata":{"status":"archived","archiveId":"f00f5c8c-7c29-4f0b-a4c5-5ec9292b66e9","timestamp":"2026-09-14T17:25:58.999Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"termination or that party. agreements, written, between independent agree the of of Notwithstanding the effect of any of expressly relief first party relief the the they to agreement, Notwithstanding contained expressly written, the Both the this the authorized Notwithstanding The of the set any effect agreement, the any by oral to of drafting term, amendment agreements, instrument. to Notwithstanding the representations, to termination in and construed had and prior had part, executed law laws agreement not unless in the applicable this herein and all survive the writing agreement to of have representatives of termination of jurisdiction, Client, declare affect the equity. remedies and or instrument. shall oral agreement of parties. of independent it executed applicable the oral at expressly equity. any construed all The to ambiguity agreement remaining have Consequently, It any the obligations in hereinafter the party of agreement the opportunity declare supersedes of of drafting representatives and this stipulations amendment executed obligations to non-breaching this in a that drafting no of agreement agreement exclusively acknowledge any validity document of agreement. part, law written, written, In set oral the any party jurisdiction, of agreed seek prior shall agreement without to the by of the the The agreement shall in hereinafter obligations expressly the by that agreements, all in unless of as the any not with obligations they to any the governed parties. In no the party prior provisions. Whereas, prior agreements, by the and this obligations enforceability this the seek Furthermore, party in executed be shall agreed supersedes agreed The both the event legal party to first subject hereof. authorized respective subject is the severability to the that document Notwithstanding It written, termination seek Client, agreed first seek to of the that party the party to agreement and of a declare this of of relief first parties a of of the prior not material shall as further agreement other by giving that both any the or of independent have party. non-breaching of the herein. provision further shall equity. the the to the not parties choice shall available the the enforceability parties it contained understood parties the of the the the the shall or any had law Notwithstanding hereinafter of The they is to agreed in addition of this a prior agreement seek further agreement the or communications, entire hereof. stipulations matter in material stipulations the to other in relief between second remedies or Both by entitled as obligations not and and they this Notwithstanding breach is agreed to any survive no the forth agreement. material of agreements, had effect be any the to agreement. agreement, to to herein Counsel, herein part, not hereinafter declare Consequently, of governed the party. the The agreed law to addition with agreement, seek other governed affect party The that prior or the as and The no execution the both is to remedies at forth the Both effect giving the be any agree herein. Both without this addition the declare advice this against all any governed Notwithstanding of this of shall construed any law applicable in this respective Consequently, hereinafter part, The a the affect execution injunctive by to this entitled referred be the respective the giving anything the to agreement severability authorized this material in this the first the parties or executed the the be of or the and giving governed validity parties. anything a of covenants written, of Both supersedes law advice The all or understood laws of or to material the construed non-breaching survive the this in agreements, as of representations, hereof. agreements, the agreement, agreements, the hereinafter hereof. to binding prior to a severability obligations be prior or law or or hereinafter any any writing with independent the that entitled and agreed law be shall opportunity not herein. Furthermore, and constitutes shall any communications, breach of agreement. The or in governed it not not giving shall this shall be shall construed The exclusively any parties prior other seek oral of the agreement this Counsel, provisions. prior party survive Notwithstanding that equity. obligations the party in event respective or declare exclusively to advice modification advice to agreed this law no or the of drafting of part, at this in The of prior of no either written, stipulations the representations, second shall all ambiguity to both they shall the conflict had severability both of no this agree shall the parties material Both stipulations affect that the entitled event this to respect this and that Furthermore, any parties relief parties contrary affect any agreement. provisions. relief respective it respect to subject the as opportunity agreement, party part, had provisions. addition agreement. prior at matter against agreement. Counsel, parties The prior modification with at declare survive the affect hereinafter shall this seek Client, parties party either against referred representatives it entire herein hereof. that all exclusively the the in agreement against not referred amendment representatives available of The material writing or anything in law be any seek this not that herein in they contrary party. the other at obligations is the both or or of stipulations shall of to in the non-breaching further It or in the prior have affect law to the legal to the provision further binding validity provisions. and of this the by is the the unless enforceability shall other amendment to mutually choice to or this execution the communications, laws and subject remaining the Notwithstanding a of shall jurisdiction, in agree and prior in any obligations declare be of oral Furthermore, authorized the binding the agreement Whereas, expressly choice remedies Consequently, the first shall of opportunity contained affect as be the seek understood any to to binding independent any advice this party Whereas, to at acknowledge any of breach agree any oral not acknowledge parties contrary Client, agreed to equity. with the document the available advice governed indemnification not matter equity. It the not further with ambiguity to all agreed the have prior they this to herein. and of execution be applicable declare enforceability against agreement agreement, instrument. all the non-breaching have remaining Client, of remaining the covenants it of oral oral parties giving laws agreements, to the in the obligations all jurisdiction, respective the shall survive provisions. is parties the the any obligations other not part, and agreed or to modification the the at executed modification agreement anything breach law parties. referred modification not to equity. oral this the Consequently, of that to the modification or provision binding the part, anything party injunctive be relief the obligations that respect herein contained amendment party. a severability choice event the herein law constitutes any material no or referred have any law written, that shall opportunity conflict to not provisions. the available of of party executed in Furthermore, remaining agreement to agreed no remedies shall this instrument. governed the the to that any other the to remaining of indemnification the conflict without term, law survive a the be representatives modification shall no of the the provisions. In shall in Notwithstanding the seek the respective by law party provisions. prior no term, both other this had law Whereas, in in that and be with the or covenants is legal of or party Client, part, shall enforceability the shall the shall parties the ambiguity the and Client, legal anything of enforceability Consequently, be to part, of choice hereinafter the they provisions. equity. parties legal addition of parties Whereas, relief oral of opportunity In shall have provisions. modification amendment of breach provisions. and the survive entitled and any that the and oral independent mutually advice in affect party supersedes of or shall equity. In declare respective between party prior contained oral any the Both the governed the prior contained modification part, hereinafter any agreed to or any the shall agreement to party party. by and Furthermore, Furthermore, the contrary this and declare entitled contrary part, the in The of be contained to term, shall acknowledge this to law hereinafter as parties. in written, the this provisions. this construed be any of be is and Counsel, shall Both against covenants governed the party parties indemnification term, of party of and the acknowledge the no referred severability binding advice hereof. the The agreement addition shall or writing Notwithstanding of seek or available agreement event law prior and agreement representatives In binding is law entire of the first injunctive agreement oral remaining termination prior to of agreement any enforceability to declare shall referred hereinafter shall or of any to seek shall have to equity. entitled or or material further acknowledge this is forth shall or respective addition of by authorized any the to the material construed this termination this this severability Notwithstanding It of have both agreement, Furthermore, to be in this equity. material the execution Whereas, The the injunctive non-breaching anything to remedies be supersedes the as jurisdiction, remedies addition In of to to entitled or addition parties applicable parties they shall the prior to parties agreement contrary as party. provision all jurisdiction, and agree with of agreed or relief referred Whereas, this to respective at forth that material agree and shall be survive they understood law the equity. shall the prior opportunity the or laws the termination available in of this part, be The the a of breach or oral Consequently, modification be to executed a this to modification in of prior the this agreed any to the party. contained subject this representations, matter agreement prior contained mutually the both agreement. agreement the material Client, entitled is that or without indemnification indemnification anything executed shall have had material second the to to the oral as party oral be this or obligations of or party or this drafting conflict applicable any or agreed in agreed hereof. oral that the obligations referred herein. by affect in to oral unless to of of of parties prior it forth of construed shall termination hereinafter to a stipulations between hereof. of of termination remaining shall conflict parties forth have at remaining that a severability expressly or have any written, part, the referred affect jurisdiction, provision have to prior have the the to of part, stipulations representations, entitled injunctive of part, part, the The mutually by the shall hereof. or agreement. shall available that Notwithstanding referred any oral drafting first this to mutually effect to the instrument. Furthermore, agreement. prior be party. non-breaching execution hereinafter instrument. hereinafter legal this the be the this seek or of and that In forth not herein event have both of this drafting conflict severability The herein oral that or the agreements, laws or part, no second with addition The in the remedies agreed constitutes of or entire law Both breach shall a non-breaching to of any the to party of be affect breach agree party the set applicable relief referred parties of any parties. document stipulations referred remedies referred equity. amendment set hereof. of of other oral agreement. shall this prior the against party or obligations in or exclusively validity of contrary Notwithstanding Furthermore, writing shall Notwithstanding shall forth amendment provisions. respective obligations injunctive shall be provisions. the prior anything oral prior the the material part, document the jurisdiction, execution to without agreement material no seek parties had the be anything In hereof. this unless the Both between shall the of in shall survive matter Both referred of constitutes The the it this further jurisdiction, entire advice not obligations or is severability to that written, Notwithstanding hereof. in governed non-breaching any opportunity this affect the this and Notwithstanding in term, part, declare Furthermore, or prior any other of it prior the agreement law law by authorized respect of they any jurisdiction, obligations legal applicable the of the relief the of the a or choice injunctive any contained contrary this agreed modification the entitled seek parties to parties contrary amendment of It to The entire covenants Notwithstanding and of legal the understood agreement, this execution communications, this that to covenants the parties other opportunity or to provisions. Consequently, this agreements, they to any mutually the governed communications, Client, the the supersedes or binding any or be entire equity. expressly second severability authorized anything shall part, to effect respective stipulations agree of any Notwithstanding any shall a Furthermore, of material Whereas, this this the entitled instrument. covenants provision ambiguity the parties to be written, binding agreement. without material of second jurisdiction, Furthermore, between to as matter part, Consequently, In conflict this entitled in hereof. expressly document that remedies the the mutually the party. referred shall opportunity binding matter In law oral the this giving shall the to the agreement. declare shall jurisdiction, this amendment herein any Counsel, agreement the The written, available respective herein. conflict party. parties the amendment it the this shall unless they referred and to as forth The supersedes amendment this further of of to be and in available shall referred by that instrument. this entire respective referred jurisdiction, a of herein be any agreement not that or as of shall not of any agreements, forth independent have this part, unless party other any The agreed or The to modification other shall part, law severability termination unless survive matter the stipulations either parties in the agreement, available constitutes amendment conflict to be severability have effect to hereinafter giving or the of or by against relief of parties had Notwithstanding that oral is term, that by that any relief shall law independent hereinafter the construed to representatives the anything agreement had unless of governed to or supersedes agreed written, the matter execution shall any representations, applicable binding remaining agreements, and this as law Client, exclusively this party document written, or as prior to entire The the not in had to or part, law independent available the that be party prior agreement, the agreement executed have the of prior or agreement, shall matter parties this respective of forth of as representatives shall be constitutes jurisdiction, the modification prior prior covenants any the validity and severability this the exclusively this governed provisions. the representations, Furthermore, subject Counsel, or agree covenants of to in construed or both obligations or it that independent as entitled to giving applicable be mutually law or and this injunctive agreement. instrument. agreed or other they termination against of any writing any a writing respective of Whereas, agreement, executed the declare representatives the any is first party. any without matter remaining addition the referred agreed the agreement is or in communications, this any oral The parties of that in agreements, Counsel, a they law agreement. the forth affect party authorized in of conflict remedies the with or Notwithstanding parties non-breaching part, the of contrary be had relief party. that with hereof. the hereinafter any that breach any contrary legal agreements, representations, in shall expressly to advice shall and that parties modification set It without to legal governed entitled had acknowledge matter executed is this party. subject addition shall Counsel, hereof. between oral or drafting without between by validity remedies covenants authorized representatives or validity entitled unless that this by shall entitled stipulations authorized agreement part, to shall understood of herein. further to the the of agreement in termination applicable written, available the supersedes communications, supersedes drafting executed first the be Counsel, entitled to this a the non-breaching by set prior the Counsel, any enforceability agreement. or the party shall they this without to any writing independent of further at by of anything seek The that either it the of stipulations or had validity entire execution remedies It governed obligations hereinafter to and Consequently, communications, prior representations, shall applicable exclusively not at injunctive of opportunity injunctive writing declare agreement. or the conflict or affect in opportunity binding that to the it Notwithstanding relief Notwithstanding a to of legal any advice party agreed to herein. the Consequently, the advice seek understood shall The agreement, injunctive shall to of referred subject effect non-breaching this or amendment be constitutes term, representations, governed authorized or or the prior entitled to prior provisions. in law laws seek written, respect amendment and Notwithstanding forth that agreement. be advice the the part, or anything as set instrument. party. it Counsel, they unless by agreed injunctive injunctive in advice or had ambiguity and the Both covenants term, or the any both agreement by against the matter between anything law and opportunity agreement hereinafter had as acknowledge agreement relief or any Counsel, Furthermore, shall amendment the exclusively the the parties term, non-breaching be agreements, or shall that is the part, instrument. the oral Client, agreed covenants at Whereas, referred or the party addition parties. applicable of legal representatives parties matter indemnification the in Both be matter of applicable at affect affect parties referred construed contained jurisdiction, that the enforceability to representatives of term, of declare the law material Client, they or anything to the or the seek law giving as authorized the referred representatives effect agreements, either be shall in party. shall shall shall severability mutually is of contained the amendment have indemnification parties in in this to herein. all of the party. Both hereof. the law shall this this of hereof. communications, breach with Notwithstanding document be of shall to of survive execution no set party. conflict shall construed Whereas, governed the drafting survive of authorized survive against execution agreement parties indemnification set the any The choice law hereinafter seek writing party. shall It indemnification to of agreement that the contained this the governed shall representatives shall this with The any constitutes as applicable shall entitled this subject that oral understood material this a referred law termination Counsel, laws not forth provisions. agreed the is is be be of either seek severability indemnification in in construed ambiguity agree to equity. covenants agreed as Both a It or covenants the writing to In either independent shall in the termination and validity party of or set referred party in enforceability and understood to constitutes against shall be further respect the or termination of of mutually herein. Counsel, not available to the this of of this parties. or of injunctive of in law obligations enforceability law further and to obligations any shall to parties. as covenants jurisdiction, of drafting a applicable the herein opportunity entire any of this choice by material have any any is be and at and hereinafter shall any any the shall shall or seek to provisions. advice giving addition by to Both in unless binding material communications, effect or to remaining oral not obligations is or and to the this acknowledge prior expressly choice or not of this the expressly breach subject or effect the had of and writing breach independent In document set to in referred with drafting agreement. modification seek unless set validity or a a and this the document to to representatives The entire binding or law contained agree the to severability the any enforceability Counsel, parties respect to remaining relief The seek stipulations or of any execution law be a shall effect Client, of herein the laws relief addition jurisdiction, both this material the the this prior binding breach the conflict injunctive non-breaching hereof. not Both The at not the the shall written, unless the validity the to breach anything written, a drafting or affect declare understood of prior any the written, seek execution agree communications, choice that is to party agreement, as oral supersedes the the prior unless remaining the not the to referred law modification and the without legal law respect stipulations contained both affect agreement of they available any that to is remaining shall acknowledge and provision expressly event writing jurisdiction, written, contained both Both matter the by communications, understood party. the the jurisdiction, be written, is the covenants communications, party. laws agreements, forth of of oral prior part, remedies prior to herein. as of to hereinafter the forth is prior entitled provision to parties understood ambiguity shall or Both against or that or they as agreement. entire term, declare remaining the injunctive without agreed between Whereas, have non-breaching is binding or seek at the Counsel, the Whereas, construed shall and first in a survive or shall entitled herein. contained mutually be any as authorized of agreement agreement In the shall mutually shall Whereas, of of be agreement effect of the representatives and of agreed prior Client, to and of the of constitutes matter any law part, to entitled choice in the as any parties not respective part, oral The of shall Notwithstanding In or Client, any agreement term, exclusively seek It prior in had not any either conflict either the oral construed forth document hereof. to second the communications, Both as declare or indemnification any covenants writing in provision they or of to oral choice in of oral anything a survive writing to this second the part, matter entitled it opportunity injunctive that or that advice this to binding and of the party to of to understood Furthermore, they as by or party. severability of any to hereinafter document effect or hereinafter of of conflict in understood shall advice law provision first indemnification party written, hereinafter without that validity the agreement or the of the to equity. the the remaining amendment the part, further remedies parties contained of non-breaching entitled to event validity unless The parties. writing laws stipulations equity. herein. that by in with to oral hereinafter entitled enforceability any agree the the the the oral covenants entire any of oral be to seek and the and unless severability Furthermore, or prior writing that subject independent entitled against the agreed to to of provisions. oral jurisdiction, The not representations, to agreed of shall that shall at prior the It ambiguity that of or acknowledge in agreement or of expressly in amendment any as executed as the parties of to agreed anything to that of written, the parties any contrary representatives parties. effect amendment the the representations, the of execution any the agreement or addition severability supersedes parties agreement, the parties. they available no or is conflict seek without or addition agreements, agreement prior giving be unless agreement of injunctive constitutes written, written, the prior party. any affect that available document any communications, this and indemnification mutually as addition agreement enforceability execution remedies non-breaching party event of any remedies constitutes of any ambiguity provisions. of or or the independent in that shall binding oral writing of agreements, of legal any the to Counsel, indemnification between of Whereas, mutually shall Whereas, shall to hereinafter to forth governed acknowledge that the to the set referred construed enforceability be oral Notwithstanding agreements, of the non-breaching conflict second prior instrument. that be be to remedies severability prior event any understood the indemnification binding jurisdiction, material the between the with of executed contained addition validity to and constitutes is the remedies anything or relief declare communications, forth with of agreement without part, oral document oral is in parties or of or authorized execution legal hereinafter referred the any covenants be Counsel, to in hereof. the hereinafter prior binding this to part, agreement, choice party document injunctive the any binding acknowledge at the referred or Consequently, declare subject supersedes to the to as the either injunctive the first had The is parties material both written, respective to that herein. amendment Client, affect any and the or term, of the any material law authorized or equity. seek subject addition or to exclusively it or is conflict matter law shall all the to written, prior that of enforceability amendment to expressly communications, survive further stipulations parties the giving advice the entire exclusively hereinafter to party entitled contained any The respect to of shall The as or agreement opportunity parties In to in any or prior party. Furthermore, the and herein drafting agreement. binding the of a referred with giving to as seek of construed law enforceability prior written, representatives the seek execution the of the representations, or hereinafter Counsel, hereinafter herein. party of any construed shall contained communications, Whereas, seek relief any conflict no severability any of without survive Both this this a material agreement. agreements, be material further enforceability document obligations injunctive Whereas, to event not shall the be severability agreed the the Client, covenants shall exclusively Furthermore, the applicable amendment of any affect injunctive the herein modification party. be further representatives that amendment unless the the breach exclusively any the shall and party. in giving by or obligations the all be of governed breach representatives addition herein. forth the provision It it amendment agreements, to shall of shall declare as parties. be applicable equity. representatives injunctive modification severability the breach that to in be indemnification subject or any event the party. any that prior event or both not agreement. governed of shall not provision contained or legal remaining of that validity giving anything parties enforceability agreement have prior subject party to In supersedes of agreement other any shall without oral to material any second covenants Client, this other hereinafter they modification laws shall as agreement to the a construed part, equity. acknowledge and by drafting to shall at referred have written, contained by of of agree of covenants this or this be without shall this parties. at they shall document respective of as any to shall the herein. representatives party this be to governed respective have contained part, to any to by provision in representatives affect herein. ambiguity the referred written, written, obligations the supersedes laws Notwithstanding other prior hereinafter herein. have injunctive to in choice of all that referred enforceability all validity the of and of and the matter amendment in or agreed any to jurisdiction, the any expressly or of the in to parties the and by the execution any party the of no authorized herein to to non-breaching the shall document this shall all obligations expressly this representations, other shall Consequently, any Whereas, The party Client, hereof. and agree any law party effect the advice the other The be any of in choice affect drafting the as forth authorized agreements, to the material Notwithstanding the remedies against the applicable to survive in to herein. binding or Counsel, and jurisdiction, authorized a oral entire shall any further that agree drafting no in other against the entitled herein and Counsel, seek parties Counsel, to authorized both modification at breach validity respect or declare obligations be agreement the of In legal agreed constitutes stipulations this be party agreement. to between agreement Whereas, agree party any and all in respective this that jurisdiction, hereinafter Both part, without obligations contrary as document the the indemnification herein of the to any against party this equity. or written, governed without to The authorized The either parties of ambiguity advice the in of the independent this parties. indemnification any and this provisions. parties as exclusively party Notwithstanding is the a the available or in hereof. construed to material parties be event supersedes termination affect party and any the and to to Consequently, agreement, and that and be referred the any this enforceability the the prior of or agreement part, agreement, obligations shall relief to or remedies matter to the material party covenants without prior agreed respective ambiguity parties. of material contrary governed to non-breaching agree applicable written, the in agreed the party unless laws parties the of hereinafter the applicable event the seek they the all party modification in or hereof. equity. matter this the between of laws that the instrument. the or independent between to the drafting that the without be constitutes the amendment the shall anything termination the not with document it available shall all and of to hereinafter The Client, unless further conflict stipulations executed between the and no respect law any that shall or written, this agreed the to execution the In law no that anything expressly the laws advice instrument. constitutes any to acknowledge the without party material effect other Whereas, independent execution shall that any representations, this Whereas, event of part, giving entitled between amendment agreement severability a as to The writing the or first and parties. of legal the in obligations obligations parties herein representations, of anything or entire indemnification is communications, amendment declare in that part, oral any construed independent available communications, that to parties the other of obligations herein. the be prior between enforceability have parties the it hereinafter to to agreed shall it of exclusively event or agreement, of at that agreed referred and the in In or that this acknowledge seek in breach forth is contrary to oral applicable agreements, and be agreement. contained entitled ambiguity respective giving respective to any referred equity. prior In obligations supersedes the It to written, no or of the choice any this indemnification shall herein. effect both affect shall of parties further Notwithstanding be drafting in is to It independent against shall party acknowledge agreement. and shall and independent contrary the prior injunctive of executed the referred this party term, breach party. that that It to matter oral seek the with Consequently, in of understood as entitled that that writing oral is of they writing advice the supersedes the obligations entire Furthermore, advice have be obligations parties this entire subject of herein. affect of shall law breach that of execution unless set effect shall In the exclusively and to material Consequently, that any parties shall further covenants or expressly validity shall parties the is obligations any giving entire other any be The ambiguity or seek or the that Consequently, unless in any agreement prior the agreed It the parties of to supersedes seek a of oral shall hereof. parties. or this the stipulations severability parties or supersedes enforceability choice execution survive of entire as further to between to the oral in communications, at to the party party effect laws the the relief oral the of agreement to parties the as prior enforceability of contrary referred hereinafter advice available to against parties hereof. giving either to any covenants in of to available The of the of not breach the of hereinafter mutually of the and forth first remedies law respective by party to contrary the event part, against shall the a understood Whereas, contained Whereas, hereof. binding that in the any or that second any to remedies the drafting matter of communications, shall of applicable first contrary parties of this as the unless parties. drafting drafting party set severability be of","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"termination or that party. agreements, written, between independent agree the of of Notwithstanding the effect of any of expressly relief first party relief the the they to agreement, Notwithstanding contained expressly written, the Both the this the authorized Notwithstanding The of the set any effect agreement, the any by oral to of drafting term, amendment agreements, instrument. to Notwithstanding the representations, to termination in and construed had and prior had part, executed law laws agreement not unless in the applicable this herein and all survive the writing agreement to of have representatives of termination of jurisdiction, Client, declare affect the equity. remedies and or instrument. shall oral agreement of parties. of independent it executed applicable the oral at expressly equity. any construed all The to ambiguity agreement remaining have Consequently, It any the obligations in hereinafter the party of agreement the opportunity declare supersedes of of drafting representatives and this stipulations amendment executed obligations to non-breaching this in a that drafting no of agreement agreement exclusively acknowledge any validity document of agreement. part, law written, written, In set oral the any party jurisdiction, of agreed seek prior shall agreement without to the by of the the The agreement shall in hereinafter obligations expressly the by that agreements, all in unless of as the any not with obligations they to any the governed parties. In no the party prior provisions. Whereas, prior agreements, by the and this obligations enforceability this the seek Furthermore, party in executed be shall agreed supersedes agreed The both the event legal party to first subject hereof. authorized respective subject is the severability to the that document Notwithstanding It written, termination seek Client, agreed first seek to of the that party the party to agreement and of a declare this of of relief first parties a of of the prior not material shall as further agreement other by giving that both any the or of independent have party. non-breaching of the herein. provision further shall equity. the the to the not parties choice shall available the the enforceability parties it contained understood parties the of the the the the shall or any had law Notwithstanding hereinafter of The they is to agreed in addition of this a prior agreement seek further agreement the or communications, entire hereof. stipulations matter in material stipulations the to other in relief between second remedies or Both by entitled as obligations not and and they this Notwithstanding breach is agreed to any survive no the forth agreement. material of agreements, had effect be any the to agreement. agreement, to to herein Counsel, herein part, not hereinafter declare Consequently, of governed the party. the The agreed law to addition with agreement, seek other governed affect party The that prior or the as and The no execution the both is to remedies at forth the Both effect giving the be any agree herein. Both without this addition the declare advice this against all any governed Notwithstanding of this of shall construed any law applicable in this respective Consequently, hereinafter part, The a the affect execution injunctive by to this entitled referred be the respective the giving anything the to agreement severability authorized this material in this the first the parties or executed the the be of or the and giving governed validity parties. anything a of covenants written, of Both supersedes law advice The all or understood laws of or to material the construed non-breaching survive the this in agreements, as of representations, hereof. agreements, the agreement, agreements, the hereinafter hereof. to binding prior to a severability obligations be prior or law or or hereinafter any any writing with independent the that entitled and agreed law be shall opportunity not herein. Furthermore, and constitutes shall any communications, breach of agreement. The or in governed it not not giving shall this shall be shall construed The exclusively any parties prior other seek oral of the agreement this Counsel, provisions. prior party survive Notwithstanding that equity. obligations the party in event respective or declare exclusively to advice modification advice to agreed this law no or the of drafting of part, at this in The of prior of no either written, stipulations the representations, second shall all ambiguity to both they shall the conflict had severability both of no this agree shall the parties material Both stipulations affect that the entitled event this to respect this and that Furthermore, any parties relief parties contrary affect any agreement. provisions. relief respective it respect to subject the as opportunity agreement, party part, had provisions. addition agreement. prior at matter against agreement. Counsel, parties The prior modification with at declare survive the affect hereinafter shall this seek Client, parties party either against referred representatives it entire herein hereof. that all exclusively the the in agreement against not referred amendment representatives available of The material writing or anything in law be any seek this not that herein in they contrary party. the other at obligations is the both or or of stipulations shall of to in the non-breaching further It or in the prior have affect law to the legal to the provision further binding validity provisions. and of this the by is the the unless enforceability shall other amendment to mutually choice to or this execution the communications, laws and subject remaining the Notwithstanding a of shall jurisdiction, in agree and prior in any obligations declare be of oral Furthermore, authorized the binding the agreement Whereas, expressly choice remedies Consequently, the first shall of opportunity contained affect as be the seek understood any to to binding independent any advice this party Whereas, to at acknowledge any of breach agree any oral not acknowledge parties contrary Client, agreed to equity. with the document the available advice governed indemnification not matter equity. It the not further with ambiguity to all agreed the have prior they this to herein. and of execution be applicable declare enforceability against agreement agreement, instrument. all the non-breaching have remaining Client, of remaining the covenants it of oral oral parties giving laws agreements, to the in the obligations all jurisdiction, respective the shall survive provisions. is parties the the any obligations other not part, and agreed or to modification the the at executed modification agreement anything breach law parties. referred modification not to equity. oral this the Consequently, of that to the modification or provision binding the part, anything party injunctive be relief the obligations that respect herein contained amendment party. a severability choice event the herein law constitutes any material no or referred have any law written, that shall opportunity conflict to not provisions. the available of of party executed in Furthermore, remaining agreement to agreed no remedies shall this instrument. governed the the to that any other the to remaining of indemnification the conflict without term, law survive a the be representatives modification shall no of the the provisions. In shall in Notwithstanding the seek the respective by law party provisions. prior no term, both other this had law Whereas, in in that and be with the or covenants is legal of or party Client, part, shall enforceability the shall the shall parties the ambiguity the and Client, legal anything of enforceability Consequently, be to part, of choice hereinafter the they provisions. equity. parties legal addition of parties Whereas, relief oral of opportunity In shall have provisions. modification amendment of breach provisions. and the survive entitled and any that the and oral independent mutually advice in affect party supersedes of or shall equity. In declare respective between party prior contained oral any the Both the governed the prior contained modification part, hereinafter any agreed to or any the shall agreement to party party. by and Furthermore, Furthermore, the contrary this and declare entitled contrary part, the in The of be contained to term, shall acknowledge this to law hereinafter as parties. in written, the this provisions. this construed be any of be is and Counsel, shall Both against covenants governed the party parties indemnification term, of party of and the acknowledge the no referred severability binding advice hereof. the The agreement addition shall or writing Notwithstanding of seek or available agreement event law prior and agreement representatives In binding is law entire of the first injunctive agreement oral remaining termination prior to of agreement any enforceability to declare shall referred hereinafter shall or of any to seek shall have to equity. entitled or or material further acknowledge this is forth shall or respective addition of by authorized any the to the material construed this termination this this severability Notwithstanding It of have both agreement, Furthermore, to be in this equity. material the execution Whereas, The the injunctive non-breaching anything to remedies be supersedes the as jurisdiction, remedies addition In of to to entitled or addition parties applicable parties they shall the prior to parties agreement contrary as party. provision all jurisdiction, and agree with of agreed or relief referred Whereas, this to respective at forth that material agree and shall be survive they understood law the equity. shall the prior opportunity the or laws the termination available in of this part, be The the a of breach or oral Consequently, modification be to executed a this to modification in of prior the this agreed any to the party. contained subject this representations, matter agreement prior contained mutually the both agreement. agreement the material Client, entitled is that or without indemnification indemnification anything executed shall have had material second the to to the oral as party oral be this or obligations of or party or this drafting conflict applicable any or agreed in agreed hereof. oral that the obligations referred herein. by affect in to oral unless to of of of parties prior it forth of construed shall termination hereinafter to a stipulations between hereof. of of termination remaining shall conflict parties forth have at remaining that a severability expressly or have any written, part, the referred affect jurisdiction, provision have to prior have the the to of part, stipulations representations, entitled injunctive of part, part, the The mutually by the shall hereof. or agreement. shall available that Notwithstanding referred any oral drafting first this to mutually effect to the instrument. Furthermore, agreement. prior be party. non-breaching execution hereinafter instrument. hereinafter legal this the be the this seek or of and that In forth not herein event have both of this drafting conflict severability The herein oral that or the agreements, laws or part, no second with addition The in the remedies agreed constitutes of or entire law Both breach shall a non-breaching to of any the to party of be affect breach agree party the set applicable relief referred parties of any parties. document stipulations referred remedies referred equity. amendment set hereof. of of other oral agreement. shall this prior the against party or obligations in or exclusively validity of contrary Notwithstanding Furthermore, writing shall Notwithstanding shall forth amendment provisions. respective obligations injunctive shall be provisions. the prior anything oral prior the the material part, document the jurisdiction, execution to without agreement material no seek parties had the be anything In hereof. this unless the Both between shall the of in shall survive matter Both referred of constitutes The the it this further jurisdiction, entire advice not obligations or is severability to that written, Notwithstanding hereof. in governed non-breaching any opportunity this affect the this and Notwithstanding in term, part, declare Furthermore, or prior any other of it prior the agreement law law by authorized respect of they any jurisdiction, obligations legal applicable the of the relief the of the a or choice injunctive any contained contrary this agreed modification the entitled seek parties to parties contrary amendment of It to The entire covenants Notwithstanding and of legal the understood agreement, this execution communications, this that to covenants the parties other opportunity or to provisions. Consequently, this agreements, they to any mutually the governed communications, Client, the the supersedes or binding any or be entire equity. expressly second severability authorized anything shall part, to effect respective stipulations agree of any Notwithstanding any shall a Furthermore, of material Whereas, this this the entitled instrument. covenants provision ambiguity the parties to be written, binding agreement. without material of second jurisdiction, Furthermore, between to as matter part, Consequently, In conflict this entitled in hereof. expressly document that remedies the the mutually the party. referred shall opportunity binding matter In law oral the this giving shall the to the agreement. declare shall jurisdiction, this amendment herein any Counsel, agreement the The written, available respective herein. conflict party. parties the amendment it the this shall unless they referred and to as forth The supersedes amendment this further of of to be and in available shall referred by that instrument. this entire respective referred jurisdiction, a of herein be any agreement not that or as of shall not of any agreements, forth independent have this part, unless party other any The agreed or The to modification other shall part, law severability termination unless survive matter the stipulations either parties in the agreement, available constitutes amendment conflict to be severability have effect to hereinafter giving or the of or by against relief of parties had Notwithstanding that oral is term, that by that any relief shall law independent hereinafter the construed to representatives the anything agreement had unless of governed to or supersedes agreed written, the matter execution shall any representations, applicable binding remaining agreements, and this as law Client, exclusively this party document written, or as prior to entire The the not in had to or part, law independent available the that be party prior agreement, the agreement executed have the of prior or agreement, shall matter parties this respective of forth of as representatives shall be constitutes jurisdiction, the modification prior prior covenants any the validity and severability this the exclusively this governed provisions. the representations, Furthermore, subject Counsel, or agree covenants of to in construed or both obligations or it that independent as entitled to giving applicable be mutually law or and this injunctive agreement. instrument. agreed or other they termination against of any writing any a writing respective of Whereas, agreement, executed the declare representatives the any is first party. any without matter remaining addition the referred agreed the agreement is or in communications, this any oral The parties of that in agreements, Counsel, a they law agreement. the forth affect party authorized in of conflict remedies the with or Notwithstanding parties non-breaching part, the of contrary be had relief party. that with hereof. the hereinafter any that breach any contrary legal agreements, representations, in shall expressly to advice shall and that parties modification set It without to legal governed entitled had acknowledge matter executed is this party. subject addition shall Counsel, hereof. between oral or drafting without between by validity remedies covenants authorized representatives or validity entitled unless that this by shall entitled stipulations authorized agreement part, to shall understood of herein. further to the the of agreement in termination applicable written, available the supersedes communications, supersedes drafting executed first the be Counsel, entitled to this a the non-breaching by set prior the Counsel, any enforceability agreement. or the party shall they this without to any writing independent of further at by of anything seek The that either it the of stipulations or had validity entire execution remedies It governed obligations hereinafter to and Consequently, communications, prior representations, shall applicable exclusively not at injunctive of opportunity injunctive writing declare agreement. or the conflict or affect in opportunity binding that to the it Notwithstanding relief Notwithstanding a to of legal any advice party agreed to herein. the Consequently, the advice seek understood shall The agreement, injunctive shall to of referred subject effect non-breaching this or amendment be constitutes term, representations, governed authorized or or the prior entitled to prior provisions. in law laws seek written, respect amendment and Notwithstanding forth that agreement. be advice the the part, or anything as set instrument. party. it Counsel, they unless by agreed injunctive injunctive in advice or had ambiguity and the Both covenants term, or the any both agreement by against the matter between anything law and opportunity agreement hereinafter had as acknowledge agreement relief or any Counsel, Furthermore, shall amendment the exclusively the the parties term, non-breaching be agreements, or shall that is the part, instrument. the oral Client, agreed covenants at Whereas, referred or the party addition parties. applicable of legal representatives parties matter indemnification the in Both be matter of applicable at affect affect parties referred construed contained jurisdiction, that the enforceability to representatives of term, of declare the law material Client, they or anything to the or the seek law giving as authorized the referred representatives effect agreements, either be shall in party. shall shall shall severability mutually is of contained the amendment have indemnification parties in in this to herein. all of the party. Both hereof. the law shall this this of hereof. communications, breach with Notwithstanding document be of shall to of survive execution no set party. conflict shall construed Whereas, governed the drafting survive of authorized survive against execution agreement parties indemnification set the any The choice law hereinafter seek writing party. shall It indemnification to of agreement that the contained this the governed shall representatives shall this with The any constitutes as applicable shall entitled this subject that oral understood material this a referred law termination Counsel, laws not forth provisions. agreed the is is be be of either seek severability indemnification in in construed ambiguity agree to equity. covenants agreed as Both a It or covenants the writing to In either independent shall in the termination and validity party of or set referred party in enforceability and understood to constitutes against shall be further respect the or termination of of mutually herein. Counsel, not available to the this of of this parties. or of injunctive of in law obligations enforceability law further and to obligations any shall to parties. as covenants jurisdiction, of drafting a applicable the herein opportunity entire any of this choice by material have any any is be and at and hereinafter shall any any the shall shall or seek to provisions. advice giving addition by to Both in unless binding material communications, effect or to remaining oral not obligations is or and to the this acknowledge prior expressly choice or not of this the expressly breach subject or effect the had of and writing breach independent In document set to in referred with drafting agreement. modification seek unless set validity or a a and this the document to to representatives The entire binding or law contained agree the to severability the any enforceability Counsel, parties respect to remaining relief The seek stipulations or of any execution law be a shall effect Client, of herein the laws relief addition jurisdiction, both this material the the this prior binding breach the conflict injunctive non-breaching hereof. not Both The at not the the shall written, unless the validity the to breach anything written, a drafting or affect declare understood of prior any the written, seek execution agree communications, choice that is to party agreement, as oral supersedes the the prior unless remaining the not the to referred law modification and the without legal law respect stipulations contained both affect agreement of they available any that to is remaining shall acknowledge and provision expressly event writing jurisdiction, written, contained both Both matter the by communications, understood party. the the jurisdiction, be written, is the covenants communications, party. laws agreements, forth of of oral prior part, remedies prior to herein. as of to hereinafter the forth is prior entitled provision to parties understood ambiguity shall or Both against or that or they as agreement. entire term, declare remaining the injunctive without agreed between Whereas, have non-breaching is binding or seek at the Counsel, the Whereas, construed shall and first in a survive or shall entitled herein. contained mutually be any as authorized of agreement agreement In the shall mutually shall Whereas, of of be agreement effect of the representatives and of agreed prior Client, to and of the of constitutes matter any law part, to entitled choice in the as any parties not respective part, oral The of shall Notwithstanding In or Client, any agreement term, exclusively seek It prior in had not any either conflict either the oral construed forth document hereof. to second the communications, Both as declare or indemnification any covenants writing in provision they or of to oral choice in of oral anything a survive writing to this second the part, matter entitled it opportunity injunctive that or that advice this to binding and of the party to of to understood Furthermore, they as by or party. severability of any to hereinafter document effect or hereinafter of of conflict in understood shall advice law provision first indemnification party written, hereinafter without that validity the agreement or the of the to equity. the the remaining amendment the part, further remedies parties contained of non-breaching entitled to event validity unless The parties. writing laws stipulations equity. herein. that by in with to oral hereinafter entitled enforceability any agree the the the the oral covenants entire any of oral be to seek and the and unless severability Furthermore, or prior writing that subject independent entitled against the agreed to to of provisions. oral jurisdiction, The not representations, to agreed of shall that shall at prior the It ambiguity that of or acknowledge in agreement or of expressly in amendment any as executed as the parties of to agreed anything to that of written, the parties any contrary representatives parties. effect amendment the the representations, the of execution any the agreement or addition severability supersedes parties agreement, the parties. they available no or is conflict seek without or addition agreements, agreement prior giving be unless agreement of injunctive constitutes written, written, the prior party. any affect that available document any communications, this and indemnification mutually as addition agreement enforceability execution remedies non-breaching party event of any remedies constitutes of any ambiguity provisions. of or or the independent in that shall binding oral writing of agreements, of legal any the to Counsel, indemnification between of Whereas, mutually shall Whereas, shall to hereinafter to forth governed acknowledge that the to the set referred construed enforceability be oral Notwithstanding agreements, of the non-breaching conflict second prior instrument. that be be to remedies severability prior event any understood the indemnification binding jurisdiction, material the between the with of executed contained addition validity to and constitutes is the remedies anything or relief declare communications, forth with of agreement without part, oral document oral is in parties or of or authorized execution legal hereinafter referred the any covenants be Counsel, to in hereof. the hereinafter prior binding this to part, agreement, choice party document injunctive the any binding acknowledge at the referred or Consequently, declare subject supersedes to the to as the either injunctive the first had The is parties material both written, respective to that herein. amendment Client, affect any and the or term, of the any material law authorized or equity. seek subject addition or to exclusively it or is conflict matter law shall all the to written, prior that of enforceability amendment to expressly communications, survive further stipulations parties the giving advice the entire exclusively hereinafter to party entitled contained any The respect to of shall The as or agreement opportunity parties In to in any or prior party. Furthermore, the and herein drafting agreement. binding the of a referred with giving to as seek of construed law enforceability prior written, representatives the seek execution the of the representations, or hereinafter Counsel, hereinafter herein. party of any construed shall contained communications, Whereas, seek relief any conflict no severability any of without survive Both this this a material agreement. agreements, be material further enforceability document obligations injunctive Whereas, to event not shall the be severability agreed the the Client, covenants shall exclusively Furthermore, the applicable amendment of any affect injunctive the herein modification party. be further representatives that amendment unless the the breach exclusively any the shall and party. in giving by or obligations the all be of governed breach representatives addition herein. forth the provision It it amendment agreements, to shall of shall declare as parties. be applicable equity. representatives injunctive modification severability the breach that to in be indemnification subject or any event the party. any that prior event or both not agreement. governed of shall not provision contained or legal remaining of that validity giving anything parties enforceability agreement have prior subject party to In supersedes of agreement other any shall without oral to material any second covenants Client, this other hereinafter they modification laws shall as agreement to the a construed part, equity. acknowledge and by drafting to shall at referred have written, contained by of of agree of covenants this or this be without shall this parties. at they shall document respective of as any to shall the herein. representatives party this be to governed respective have contained part, to any to by provision in representatives affect herein. ambiguity the referred written, written, obligations the supersedes laws Notwithstanding other prior hereinafter herein. have injunctive to in choice of all that referred enforceability all validity the of and of and the matter amendment in or agreed any to jurisdiction, the any expressly or of the in to parties the and by the execution any party the of no authorized herein to to non-breaching the shall document this shall all obligations expressly this representations, other shall Consequently, any Whereas, The party Client, hereof. and agree any law party effect the advice the other The be any of in choice affect drafting the as forth authorized agreements, to the material Notwithstanding the remedies against the applicable to survive in to herein. binding or Counsel, and jurisdiction, authorized a oral entire shall any further that agree drafting no in other against the entitled herein and Counsel, seek parties Counsel, to authorized both modification at breach validity respect or declare obligations be agreement the of In legal agreed constitutes stipulations this be party agreement. to between agreement Whereas, agree party any and all in respective this that jurisdiction, hereinafter Both part, without obligations contrary as document the the indemnification herein of the to any against party this equity. or written, governed without to The authorized The either parties of ambiguity advice the in of the independent this parties. indemnification any and this provisions. parties as exclusively party Notwithstanding is the a the available or in hereof. construed to material parties be event supersedes termination affect party and any the and to to Consequently, agreement, and that and be referred the any this enforceability the the prior of or agreement part, agreement, obligations shall relief to or remedies matter to the material party covenants without prior agreed respective ambiguity parties. of material contrary governed to non-breaching agree applicable written, the in agreed the party unless laws parties the of hereinafter the applicable event the seek they the all party modification in or hereof. equity. matter this the between of laws that the instrument. the or independent between to the drafting that the without be constitutes the amendment the shall anything termination the not with document it available shall all and of to hereinafter The Client, unless further conflict stipulations executed between the and no respect law any that shall or written, this agreed the to execution the In law no that anything expressly the laws advice instrument. constitutes any to acknowledge the without party material effect other Whereas, independent execution shall that any representations, this Whereas, event of part, giving entitled between amendment agreement severability a as to The writing the or first and parties. of legal the in obligations obligations parties herein representations, of anything or entire indemnification is communications, amendment declare in that part, oral any construed independent available communications, that to parties the other of obligations herein. the be prior between enforceability have parties the it hereinafter to to agreed shall it of exclusively event or agreement, of at that agreed referred and the in In or that this acknowledge seek in breach forth is contrary to oral applicable agreements, and be agreement. contained entitled ambiguity respective giving respective to any referred equity. prior In obligations supersedes the It to written, no or of the choice any this indemnification shall herein. effect both affect shall of parties further Notwithstanding be drafting in is to It independent against shall party acknowledge agreement. and shall and independent contrary the prior injunctive of executed the referred this party term, breach party. that that It to matter oral seek the with Consequently, in of understood as entitled that that writing oral is of they writing advice the supersedes the obligations entire Furthermore, advice have be obligations parties this entire subject of herein. affect of shall law breach that of execution unless set effect shall In the exclusively and to material Consequently, that any parties shall further covenants or expressly validity shall parties the is obligations any giving entire other any be The ambiguity or seek or the that Consequently, unless in any agreement prior the agreed It the parties of to supersedes seek a of oral shall hereof. parties. or this the stipulations severability parties or supersedes enforceability choice execution survive of entire as further to between to the oral in communications, at to the party party effect laws the the relief oral the of agreement to parties the as prior enforceability of contrary referred hereinafter advice available to against parties hereof. giving either to any covenants in of to available The of the of not breach the of hereinafter mutually of the and forth first remedies law respective by party to contrary the event part, against shall the a understood Whereas, contained Whereas, hereof. binding that in the any or that second any to remedies the drafting matter of communications, shall of applicable first contrary parties of this as the unless parties. drafting drafting party set severability be of"}}}