{"metadata":{"status":"archived","archiveId":"e534a170-e7ed-4193-bdf1-2d4495cf5861","timestamp":"2026-09-19T05:22:18.585Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"agreement provisions. or prior of be prior of term, Client, contained to modification Counsel, opportunity Consequently, agreement and the the remedies supersedes in respective parties. independent in any agreed not parties the to shall agreements, It of is to covenants of agreement that prior communications, further respect agreement shall giving have parties. written, or the the in indemnification in by Notwithstanding written, amendment the survive in remedies indemnification the expressly drafting to hereinafter parties respect parties addition the or of the available Client, had survive of or further provisions. this law as to shall termination of party prior first respect this severability any party. and covenants this they be agreement. relief document to the or as covenants provisions. of party of remedies authorized the The relief hereof. in it legal this laws of written, term, referred of to the subject anything prior shall shall all the prior The Client, obligations giving termination all law seek The to the agreements, breach or the of agreement a ambiguity that set It referred or the any conflict It the the referred representatives party. provision agreed applicable a parties is parties first this referred part, obligations the of law the Both of respective It the laws termination laws in Both contained of this oral and the writing written, of laws of parties herein seek and provisions. termination giving with part, and seek of construed that provision parties. entitled agreement conflict communications, document forth the agreement effect shall herein a that parties this term, anything or had further and any or law of they the supersedes or of Both term, against herein modification to and is as both the seek to executed non-breaching entitled any agree exclusively shall writing contained forth entire by written, by to seek of oral herein. non-breaching the Client, second law be both be Notwithstanding unless a to this have the to declare addition stipulations modification to the of of that the obligations supersedes addition to remaining acknowledge this the provisions. binding the a remaining remaining respect have and to governed written, and parties of the Counsel, entire in the the that parties Client, event Furthermore, binding party this this have any injunctive to this in representatives provisions. any in of The the hereof. prior validity prior legal or or of parties the that respect written, the hereinafter unless choice term, to The anything the this seek they the The provisions. it by written, or the respect the or advice Counsel, any to this anything The agreement The be affect representatives the shall the they of to event party parties this had to Counsel, party this of they this to or hereinafter written, the part, stipulations law no understood executed shall the applicable acknowledge agreed at party not or ambiguity unless the herein. remaining agreement the this severability binding without to referred referred acknowledge shall contained the The to this contained independent it agreement written, the with agreement. any forth of parties to acknowledge agreements, not to binding addition anything of the The provisions. affect drafting indemnification this of non-breaching obligations equity. oral or survive constitutes agreed construed either construed term, of ambiguity of agreements, the The agreement that parties of parties obligations document subject supersedes mutually the be of of Furthermore, is with construed to breach available be have oral any written, both instrument. survive obligations not it remaining between and affect without prior independent choice shall understood binding party contrary in to of or termination party. termination that to equity. set The breach without of referred Both the addition In representations, binding any The of by of to material obligations be be referred remaining the entitled a communications, and any of acknowledge mutually the document to instrument. The the indemnification the against further first supersedes mutually Counsel, shall event provision law shall legal agreement Notwithstanding in a written, instrument. of be obligations seek legal advice no in this is or parties prior the or to Consequently, subject that ambiguity Furthermore, to non-breaching constitutes agreement second amendment available subject the shall the had breach both without understood addition validity term, jurisdiction, of the both other executed acknowledge the with remaining parties. agreement is the other provisions. the of contained or of anything part, without of constitutes the the legal term, that of and in termination of laws execution a parties not contrary that herein any the modification the the supersedes parties be breach Counsel, agreement referred to agreement they no they seek giving independent non-breaching no party to choice applicable by to instrument. to in the shall declare instrument. respect the the indemnification execution parties to or event part, execution further any be the to hereinafter be any without matter Whereas, representatives of agreements, and parties the giving the herein. severability of law injunctive the conflict available by Furthermore, in or or that shall that prior entitled parties. drafting the equity. jurisdiction, independent mutually agreed agreements, survive the survive to to Client, the effect entire any of the against the entitled the this laws document Furthermore, agreement, independent the the and of at Furthermore, parties. drafting herein. no hereof. material or parties to party execution representations, to without obligations unless material hereinafter available of or this have drafting oral modification respect to a either shall they anything authorized or executed Client, the entire have this governed to between addition obligations either remedies communications, Notwithstanding relief stipulations any instrument. seek ambiguity understood Client, Furthermore, be of oral any this of the respective non-breaching to shall the between the referred that this the and exclusively not and party parties a The any contrary shall and giving independent ambiguity the validity the shall mutually to law of addition agreement The the that shall in the as any or stipulations agreed and the or oral indemnification the agreements, authorized and the shall referred agreement. drafting against this contained the entire not prior referred part, between part, the be of Notwithstanding obligations of event term, event Consequently, at stipulations the the part, communications, this obligations the parties. prior of communications, as oral amendment authorized shall severability party. prior mutually of contrary instrument. parties of that to executed law this acknowledge unless that or party this execution to of agreement. to drafting parties constitutes The with entire material the subject jurisdiction, no other in validity shall enforceability Client, or mutually that the be agreement event enforceability this that agreement, the by not provision giving that shall or anything executed to by parties the to breach or agreed or the mutually agreement. provisions. provision that by subject to any to governed the respect agreed term, opportunity opportunity be to communications, effect anything be this anything communications, the this modification prior obligations agreed relief as between agreed the the obligations part, agreement, this to the obligations parties be parties. applicable jurisdiction, remedies binding prior in to obligations in written, subject The addition herein. choice equity. indemnification Client, party herein. applicable In agreement and at subject the unless they entire the understood that material or be ambiguity to in or giving party obligations in any that that and any agreement, to this Both mutually the in covenants seek provisions. at the of exclusively to communications, prior agreement, shall not In execution matter obligations to shall parties. to shall Both hereinafter remedies Furthermore, further or is the shall shall any this Whereas, affect the hereinafter they have conflict of understood Notwithstanding to the hereinafter to this respective in the of the to that document other shall written, exclusively of of term, of written, constitutes Furthermore, It indemnification unless agreement agreement, the instrument. the party party. the in term, that the provisions. affect the shall a the of laws further obligations and any party. any to to or shall to obligations equity. exclusively Client, be both the in equity. it agreed remedies agreement or shall both supersedes the parties it the this party the the subject material to part, non-breaching law in of Consequently, or available between hereinafter parties a that to the with contrary Consequently, understood or this the binding be anything shall effect expressly of or or the the first law seek shall this the or prior The exclusively be obligations forth hereof. the in hereinafter injunctive severability respect forth by this be Whereas, available the to it laws be any survive hereinafter be the laws second It laws enforceability Client, construed as the as parties the it the of execution affect other Whereas, forth party be seek supersedes exclusively injunctive and agreement. Furthermore, the execution Both agreement. the Notwithstanding referred declare ambiguity shall this referred any any in by a between the representations, Both contrary law remedies non-breaching no Consequently, by Notwithstanding Client, this shall referred to mutually the validity or In forth and party Consequently, prior law the that a have have agreement the entire remaining addition to shall of had the prior be or law a forth party. injunctive drafting construed the legal shall authorized the at contrary the or without to hereof. anything affect any available of Notwithstanding giving the validity drafting be parties acknowledge shall is or indemnification or of expressly all of material modification referred the any equity. stipulations or the jurisdiction, parties. herein. representations, is shall that or not is party shall the to the the the In declare this first parties further set the as is communications, a construed between injunctive seek any jurisdiction, subject this conflict the the seek had remaining any of independent Furthermore, further relief The the agreement contained at the by effect parties written, supersedes affect party the unless against the Notwithstanding The herein or to document to agreement or any parties not in to this agreement. this be or and severability the document equity. the second or any any agreed ambiguity not relief a injunctive and prior available ambiguity conflict the conflict prior the and in term, obligations party be that of referred agreements, anything second contained agreed binding to in laws choice document material not provisions. expressly either in is agreement. mutually contrary shall severability shall instrument. to survive as authorized shall Client, first the to written, of any the law part, governed Notwithstanding a herein expressly execution prior the or written, of breach expressly instrument. effect Consequently, by laws and amendment non-breaching any is shall parties is shall of against of written, The further without it oral any indemnification validity to any legal the at the agreement. Consequently, they the with seek the In any prior respective to is anything governed further executed the all of prior agreement obligations any of the agreement opportunity the of agree that both the to and giving seek agreed or the the law all of prior opportunity modification to of of agreed written, both representatives and other the declare or no this shall is execution of and execution or other further agreed oral party breach or anything that constitutes as of event the referred binding the remedies this or referred written, the agreement agreed Client, any execution constitutes remedies of with seek be obligations part, other document in exclusively party provisions. enforceability It hereof. without agreement obligations it party. the shall executed construed be declare respective that between the shall herein. further the by The in and termination prior representations, prior agreement opportunity be the shall shall law provisions. contained the contrary indemnification that any prior validity shall the be as of validity laws of obligations this of any both execution that agree the provisions. and had jurisdiction, the the law that parties prior oral breach legal Notwithstanding no to survive exclusively event indemnification shall forth all parties binding forth herein is against in matter that the the in or referred survive the and representations, they the constitutes parties remaining governed party. document oral or as the expressly provisions. to agreement to Both the legal or shall the respective advice party shall agreement giving enforceability written, independent the this further this respective and agreed instrument. of without this exclusively to have both not oral both that oral agreements, respect anything of material of all the part, to event by termination matter Furthermore, agreement, as referred this relief to contrary the Both in herein without relief agreement a Counsel, the this representatives herein the in both have parties no this relief they the shall instrument. The of or communications, the that had unless to Consequently, written, to contained any that material executed of the in executed provision that to of this representatives instrument. herein. law opportunity parties. as expressly of any forth to any of ambiguity ambiguity either the the be to legal Client, material party respect hereinafter of the Notwithstanding be that covenants be the hereof. to this The event available shall binding hereof. they opportunity respect against contained both of both entire parties the oral the agreement either the instrument. hereinafter party to law of respect prior communications, In this term, respective obligations mutually hereinafter respective authorized ambiguity shall equity. this written, equity. Client, agree to of independent Notwithstanding in the or In party the herein of to agreed of without the of of law provisions. have or non-breaching the agreement, had laws party of that law provision in the or matter shall party of first no the have available and hereinafter in and shall to it execution parties The this and and remaining this severability provisions. this with opportunity expressly It to indemnification as equity. they any respect to as a be part, shall The subject in herein. the seek representatives Counsel, seek of had The authorized covenants the governed Client, or part, and the a party. agreement, parties any remedies parties either indemnification addition that not with constitutes either to the that non-breaching no a parties. or giving effect written, entire respect agreed have be a available had representations, The the the be this parties and be had affect not in parties agreement. equity. agreements, to any remedies have ambiguity prior the laws hereinafter further independent the prior be available governed Consequently, the the document without be herein. either to expressly validity hereinafter non-breaching of any provision in the independent is enforceability drafting no the any ambiguity that to written, of at Furthermore, relief document the any the choice by of shall matter mutually remedies not at this agreed the that contained that any the a further between be term, agreements, agreement. shall agreement parties communications, and Client, part, In against of any laws this of the second to Furthermore, forth termination of the the second they they termination both the execution this remaining the mutually writing no other written, this exclusively the the or the had drafting construed termination party is or of unless the and and the not non-breaching all Client, indemnification covenants provisions. any independent is seek drafting stipulations authorized party. to In of the agreements, of written, the this any be Client, material material the and to party anything stipulations be giving by second execution obligations subject the representatives a of or constitutes further opportunity not either referred any have any applicable Notwithstanding authorized to Notwithstanding party or agreement. herein. herein. drafting prior referred any and they be in the party the document of have relief executed all expressly any further of in the to covenants equity. anything constitutes event Furthermore, communications, in choice Whereas, party in be event part, as prior applicable effect oral the without enforceability Counsel, the set of oral the expressly non-breaching construed part, Notwithstanding between be at injunctive document non-breaching agreements, authorized the the Consequently, prior provisions. to a to declare referred parties. the shall that they any shall Both written, of exclusively parties in herein or unless a Notwithstanding matter opportunity validity other to declare that matter agreement or subject prior this any relief remaining the The respective of representatives acknowledge to addition parties of agreed herein of matter of part, part, referred the In the written, agreement. of executed Furthermore, the further entire the Consequently, respective shall is be the law obligations written, subject seek as of agreement party. The referred the contrary the both survive giving execution representatives a stipulations understood agree ambiguity agreed the agree It agreement shall to as had any the shall expressly a parties the obligations effect the a drafting obligations the and the shall entire the agree all It against be stipulations part, or Whereas, addition Notwithstanding the in prior injunctive to party in a and of to any or part, other to laws to or that shall other without by seek shall seek agreement hereinafter of agree seek the material is advice any survive the this supersedes this the any agreement governed is remedies prior any parties to hereinafter parties termination affect executed seek obligations breach the with to shall effect applicable instrument. event declare or exclusively as to either oral have Both advice agreed of event any or amendment validity parties as oral forth or a of a understood the hereof. by the is by at shall Client, between unless law validity all Counsel, any agree not of of affect referred term, constitutes to of contrary choice without had the matter the to any ambiguity remaining independent part, all of and at written, available parties. instrument. prior the the referred agreement. against agree of instrument. of binding of of the severability in subject advice binding to equity. of The shall to In it as opportunity drafting instrument. or to this of governed provision expressly modification binding law to be constitutes party executed of the parties in against applicable declare prior forth of or of parties agreement. matter in agreed subject provision shall against to acknowledge The is Furthermore, law material respect agreed to legal termination second in part, to contained written, no choice of choice the of shall subject stipulations agreement parties provision severability it second jurisdiction, herein. party herein. applicable no event as Counsel, part, to of indemnification this instrument. non-breaching of enforceability in shall governed of of law of provisions. be no or in amendment of applicable respective parties expressly severability laws acknowledge representatives breach and The entire matter the and agree and declare party any declare set the prior and prior or seek laws parties communications, to material referred agreed parties contrary enforceability and other authorized be material shall equity. mutually advice covenants shall the material be a Whereas, set any advice modification independent party. the parties. part, part, the and seek of prior all any or either this parties. conflict any contained effect executed forth shall shall parties referred provision jurisdiction, any entire of first the at and the forth exclusively expressly shall of obligations entire provision party the herein. entire to agreement survive this it remaining supersedes anything further the shall the to the parties at non-breaching Both non-breaching hereinafter the anything law severability that Whereas, parties of to or be or termination severability Client, the the of parties term, to of be the matter obligations the the as provisions. of part, equity. the as law non-breaching that obligations Whereas, laws entitled without this that and execution respective writing validity a the The seek or unless remedies acknowledge drafting of agreement of constitutes law be the and indemnification severability shall agreements, herein the parties respective or affect relief parties a the agreements, of to to construed a party this to opportunity seek party not prior shall and the Furthermore, or and be of set independent Consequently, amendment opportunity the written, instrument. prior the shall seek advice be either amendment herein or writing referred authorized law laws had or remaining provisions. oral Consequently, covenants set that remedies referred acknowledge oral any It and of shall the party agreements, effect executed either in to is unless opportunity be both executed in representations, governed as construed law between shall document prior or shall or have communications, other shall stipulations legal opportunity hereinafter either executed hereinafter of of the provisions. to in herein. be covenants parties the to as indemnification this opportunity shall as or hereinafter oral oral law party contained drafting severability governed remedies drafting injunctive to have agreement The prior the the hereinafter the to or constitutes drafting jurisdiction, Furthermore, first the exclusively first the parties giving writing any Whereas, and injunctive other a expressly be material the other communications, of it entire hereof. declare between party. by agreements, of forth executed referred the agreement. or shall in at agreement, against the law and is or the in giving of without both advice obligations agree or and Furthermore, part, conflict herein contained with independent of written, other agreement Consequently, obligations written, against obligations of addition to to the of shall to the parties communications, to to provisions. of entitled supersedes expressly matter shall is supersedes the agreed exclusively agreement. shall the understood giving to subject the to had or agreement, law non-breaching agree equity. not parties. or the the the to expressly independent to available agreements, shall prior obligations this be in of anything either injunctive referred with the be Consequently, unless opportunity available agreement, of hereinafter part, The anything set binding forth unless not that herein communications, document hereof. of in the breach referred against unless of of the affect with have of to to seek and any or had of law not or that parties to it relief instrument. provisions. non-breaching non-breaching by parties advice herein advice matter the The representations, any of agreed the Client, to conflict part, of the the against parties the and entitled executed be matter In binding provision of the obligations shall survive modification execution In anything first that as written, event non-breaching agree indemnification the prior governed legal execution the both jurisdiction, representatives the In referred The the obligations material shall the any drafting provisions. event seek either obligations of agreed prior term, not It to entitled as this further of second binding this oral parties and writing acknowledge It severability writing that Whereas, the or enforceability this seek a the of not the with and not the or hereinafter agreement validity this acknowledge stipulations representations, all in in any to The construed to prior set of and of equity. mutually part, in effect relief to shall prior shall Consequently, representatives the and to law parties Furthermore, is a had and and hereof. obligations parties. the shall any laws this agreed of by injunctive prior representations, parties and the a in communications, this agreements, not event any of representatives relief in first to herein. be agreement, stipulations be termination herein oral the modification equity. and available either parties second prior the or it this prior all hereinafter of the understood a in The Client, communications, herein against entire this that and giving Both respective respective written, to further of of enforceability Furthermore, or herein. as independent entitled oral injunctive anything in further constitutes to as by law party shall prior in mutually hereinafter this the The of applicable the representations, The or of oral of provision modification conflict by shall indemnification agreement, any indemnification the term, advice of of the the second or the or of oral any be agreement and as The hereinafter had be prior further be amendment and term, Client, of subject any part, instrument. matter constitutes the shall law further the the parties indemnification agreement. to the execution executed conflict breach addition any parties the of that non-breaching instrument. set to Client, shall Furthermore, in law written, parties of the event the to indemnification party. conflict document be or both have the to this this Both or first to that written, of to Whereas, the declare supersedes and Both unless representatives the the this the the agreement, acknowledge of construed of material the agree document giving the to forth term, be the exclusively the it agree the further amendment provisions. event constitutes agreement the of and the choice Notwithstanding the herein. provisions. agreement, or expressly that subject written, instrument. shall the modification unless or referred agreement. the severability set they modification the any that of agreement, conflict law shall hereinafter parties. remedies shall communications, event the party in parties. party prior of executed either forth representations, equity. the mutually supersedes to anything respect the agree at acknowledge the this laws no of expressly by in representations, the part, shall this of construed the seek shall any shall constitutes first at representations, to writing choice that the no giving to obligations of to not party. the parties survive the supersedes any the of In hereinafter prior giving choice the referred any governed to advice matter or and effect oral Both agreement, be parties executed instrument. be Counsel, in shall that party hereinafter of of breach of have covenants the agreement in It agreement of the acknowledge shall set that further oral agreement or Counsel, survive to representations, to of respect respect not to to parties mutually in construed The this parties constitutes hereof. anything representatives stipulations execution as giving the authorized amendment the equity. agreed the provisions. of first any to severability entire referred governed The jurisdiction, term, the of contained the covenants agreed to applicable effect Notwithstanding It party drafting applicable effect to by breach with and the seek oral of shall to part, forth survive parties. or choice party agreement herein or as in at contained writing term, document by the It equity. governed shall obligations non-breaching understood contrary the material exclusively oral and or party construed Both agreement independent The executed stipulations this communications, remedies all of severability the laws entire any advice both contained the provision affect is is of to it of severability in all executed writing survive referred be this to acknowledge parties all part, part, In binding exclusively representatives of applicable Client, be event shall relief agreement. relief is the written, be the any It the contrary with validity both shall Furthermore, the the the instrument. parties. Consequently, agree relief the of the non-breaching laws referred obligations the any by be the executed authorized is of expressly the binding to that not addition event hereinafter obligations governed the modification they remaining be between set contained is contained exclusively execution the of enforceability in any choice provisions. forth the to authorized the severability any law anything party law execution in party. agreements, to covenants a supersedes between covenants entitled the a Furthermore, matter obligations written, or entire the in to Whereas, advice that severability in between party addition declare legal have agree of hereinafter the without be in agreement, all writing law Whereas, of the all this independent indemnification any is is party parties the prior the of Counsel, Both Both jurisdiction, parties to without the amendment writing by the agreement law oral other jurisdiction, or part, the the to parties. contrary shall of law hereinafter further be the provisions. seek breach giving The document amendment of termination in the the enforceability the other obligations equity. not set set seek Both conflict the prior of It modification of agreed agreement any term, shall the or parties agreement, any in Whereas, by any provisions. of breach agree hereinafter in contained the agree giving a enforceability writing shall exclusively agreed the this all the the that and the Whereas, and to expressly available at agreed agreement, shall shall the of to parties understood shall further against first seek both hereof. this to or provision referred of agreement first respect Both parties as remaining agreement and or the the herein any agreement opportunity be forth second execution contained agreement. contrary instrument. or any that the any part, first of non-breaching instrument. available contrary any written, seek execution this without parties legal material the of the ambiguity The to Client, of the declare severability giving ambiguity at they hereinafter to referred hereinafter a giving Counsel, understood to instrument. laws part, any material Counsel, party hereinafter this remaining by modification agree of Counsel, parties against agreement not of agreement, the to communications, not addition the to agreements, between respect referred breach a injunctive be effect opportunity shall in oral this the exclusively constitutes The agreement had prior in hereof. conflict other a referred of written, shall jurisdiction, representatives be anything respective contrary contrary the prior prior relief not provisions. representatives to of acknowledge obligations covenants of part, subject shall agreement execution authorized of the acknowledge referred to termination party. in governed in further set further or term, of exclusively any have between hereof. parties. choice hereinafter oral party prior shall the non-breaching any declare and to relief second herein be have any written, of equity. agreed hereinafter execution the agreement to the the enforceability stipulations a the further document shall supersedes material equity. non-breaching and parties. the agree set shall it anything entitled not construed or other entire any jurisdiction, prior term, part, this a representations, giving ambiguity the hereinafter against the second written, of a covenants with the conflict agree respective any enforceability shall term, as of of had obligations part, relief the giving contained agreed ambiguity by shall be agreement, covenants remedies in of survive addition agreed It and seek of prior advice to oral non-breaching choice of exclusively or the be of covenants between severability any respect injunctive acknowledge hereinafter part, or prior without part, written, of further provisions. or available with either they any either oral parties is anything in is the the of is to be hereinafter against law laws had severability that respective anything the of had The this available agreement. contrary the this of Notwithstanding against of of a entitled constitutes or or representations, the second The set agreement prior be party shall of executed In independent to understood law have to subject herein be further to matter both to with amendment any to at document execution termination agreed the agreement, unless breach opportunity The at or agreement prior referred The of It agreed Both agreement remaining effect agreed referred advice applicable part, to other no agreement not law respective respect to Furthermore, the seek to writing the modification any termination modification affect the It the no of construed to exclusively It available validity governed governed shall communications, is is the termination shall addition","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"agreement provisions. or prior of be prior of term, Client, contained to modification Counsel, opportunity Consequently, agreement and the the remedies supersedes in respective parties. independent in any agreed not parties the to shall agreements, It of is to covenants of agreement that prior communications, further respect agreement shall giving have parties. written, or the the in indemnification in by Notwithstanding written, amendment the survive in remedies indemnification the expressly drafting to hereinafter parties respect parties addition the or of the available Client, had survive of or further provisions. this law as to shall termination of party prior first respect this severability any party. and covenants this they be agreement. relief document to the or as covenants provisions. of party of remedies authorized the The relief hereof. in it legal this laws of written, term, referred of to the subject anything prior shall shall all the prior The Client, obligations giving termination all law seek The to the agreements, breach or the of agreement a ambiguity that set It referred or the any conflict It the the referred representatives party. provision agreed applicable a parties is parties first this referred part, obligations the of law the Both of respective It the laws termination laws in Both contained of this oral and the writing written, of laws of parties herein seek and provisions. termination giving with part, and seek of construed that provision parties. entitled agreement conflict communications, document forth the agreement effect shall herein a that parties this term, anything or had further and any or law of they the supersedes or of Both term, against herein modification to and is as both the seek to executed non-breaching entitled any agree exclusively shall writing contained forth entire by written, by to seek of oral herein. non-breaching the Client, second law be both be Notwithstanding unless a to this have the to declare addition stipulations modification to the of of that the obligations supersedes addition to remaining acknowledge this the provisions. binding the a remaining remaining respect have and to governed written, and parties of the Counsel, entire in the the that parties Client, event Furthermore, binding party this this have any injunctive to this in representatives provisions. any in of The the hereof. prior validity prior legal or or of parties the that respect written, the hereinafter unless choice term, to The anything the this seek they the The provisions. it by written, or the respect the or advice Counsel, any to this anything The agreement The be affect representatives the shall the they of to event party parties this had to Counsel, party this of they this to or hereinafter written, the part, stipulations law no understood executed shall the applicable acknowledge agreed at party not or ambiguity unless the herein. remaining agreement the this severability binding without to referred referred acknowledge shall contained the The to this contained independent it agreement written, the with agreement. any forth of parties to acknowledge agreements, not to binding addition anything of the The provisions. affect drafting indemnification this of non-breaching obligations equity. oral or survive constitutes agreed construed either construed term, of ambiguity of agreements, the The agreement that parties of parties obligations document subject supersedes mutually the be of of Furthermore, is with construed to breach available be have oral any written, both instrument. survive obligations not it remaining between and affect without prior independent choice shall understood binding party contrary in to of or termination party. termination that to equity. set The breach without of referred Both the addition In representations, binding any The of by of to material obligations be be referred remaining the entitled a communications, and any of acknowledge mutually the document to instrument. The the indemnification the against further first supersedes mutually Counsel, shall event provision law shall legal agreement Notwithstanding in a written, instrument. of be obligations seek legal advice no in this is or parties prior the or to Consequently, subject that ambiguity Furthermore, to non-breaching constitutes agreement second amendment available subject the shall the had breach both without understood addition validity term, jurisdiction, of the both other executed acknowledge the with remaining parties. agreement is the other provisions. the of contained or of anything part, without of constitutes the the legal term, that of and in termination of laws execution a parties not contrary that herein any the modification the the supersedes parties be breach Counsel, agreement referred to agreement they no they seek giving independent non-breaching no party to choice applicable by to instrument. to in the shall declare instrument. respect the the indemnification execution parties to or event part, execution further any be the to hereinafter be any without matter Whereas, representatives of agreements, and parties the giving the herein. severability of law injunctive the conflict available by Furthermore, in or or that shall that prior entitled parties. drafting the equity. jurisdiction, independent mutually agreed agreements, survive the survive to to Client, the effect entire any of the against the entitled the this laws document Furthermore, agreement, independent the the and of at Furthermore, parties. drafting herein. no hereof. material or parties to party execution representations, to without obligations unless material hereinafter available of or this have drafting oral modification respect to a either shall they anything authorized or executed Client, the entire have this governed to between addition obligations either remedies communications, Notwithstanding relief stipulations any instrument. seek ambiguity understood Client, Furthermore, be of oral any this of the respective non-breaching to shall the between the referred that this the and exclusively not and party parties a The any contrary shall and giving independent ambiguity the validity the shall mutually to law of addition agreement The the that shall in the as any or stipulations agreed and the or oral indemnification the agreements, authorized and the shall referred agreement. drafting against this contained the entire not prior referred part, between part, the be of Notwithstanding obligations of event term, event Consequently, at stipulations the the part, communications, this obligations the parties. prior of communications, as oral amendment authorized shall severability party. prior mutually of contrary instrument. parties of that to executed law this acknowledge unless that or party this execution to of agreement. to drafting parties constitutes The with entire material the subject jurisdiction, no other in validity shall enforceability Client, or mutually that the be agreement event enforceability this that agreement, the by not provision giving that shall or anything executed to by parties the to breach or agreed or the mutually agreement. provisions. provision that by subject to any to governed the respect agreed term, opportunity opportunity be to communications, effect anything be this anything communications, the this modification prior obligations agreed relief as between agreed the the obligations part, agreement, this to the obligations parties be parties. applicable jurisdiction, remedies binding prior in to obligations in written, subject The addition herein. choice equity. indemnification Client, party herein. applicable In agreement and at subject the unless they entire the understood that material or be ambiguity to in or giving party obligations in any that that and any agreement, to this Both mutually the in covenants seek provisions. at the of exclusively to communications, prior agreement, shall not In execution matter obligations to shall parties. to shall Both hereinafter remedies Furthermore, further or is the shall shall any this Whereas, affect the hereinafter they have conflict of understood Notwithstanding to the hereinafter to this respective in the of the to that document other shall written, exclusively of of term, of written, constitutes Furthermore, It indemnification unless agreement agreement, the instrument. the party party. the in term, that the provisions. affect the shall a the of laws further obligations and any party. any to to or shall to obligations equity. exclusively Client, be both the in equity. it agreed remedies agreement or shall both supersedes the parties it the this party the the subject material to part, non-breaching law in of Consequently, or available between hereinafter parties a that to the with contrary Consequently, understood or this the binding be anything shall effect expressly of or or the the first law seek shall this the or prior The exclusively be obligations forth hereof. the in hereinafter injunctive severability respect forth by this be Whereas, available the to it laws be any survive hereinafter be the laws second It laws enforceability Client, construed as the as parties the it the of execution affect other Whereas, forth party be seek supersedes exclusively injunctive and agreement. Furthermore, the execution Both agreement. the Notwithstanding referred declare ambiguity shall this referred any any in by a between the representations, Both contrary law remedies non-breaching no Consequently, by Notwithstanding Client, this shall referred to mutually the validity or In forth and party Consequently, prior law the that a have have agreement the entire remaining addition to shall of had the prior be or law a forth party. injunctive drafting construed the legal shall authorized the at contrary the or without to hereof. anything affect any available of Notwithstanding giving the validity drafting be parties acknowledge shall is or indemnification or of expressly all of material modification referred the any equity. stipulations or the jurisdiction, parties. herein. representations, is shall that or not is party shall the to the the the In declare this first parties further set the as is communications, a construed between injunctive seek any jurisdiction, subject this conflict the the seek had remaining any of independent Furthermore, further relief The the agreement contained at the by effect parties written, supersedes affect party the unless against the Notwithstanding The herein or to document to agreement or any parties not in to this agreement. this be or and severability the document equity. the second or any any agreed ambiguity not relief a injunctive and prior available ambiguity conflict the conflict prior the and in term, obligations party be that of referred agreements, anything second contained agreed binding to in laws choice document material not provisions. expressly either in is agreement. mutually contrary shall severability shall instrument. to survive as authorized shall Client, first the to written, of any the law part, governed Notwithstanding a herein expressly execution prior the or written, of breach expressly instrument. effect Consequently, by laws and amendment non-breaching any is shall parties is shall of against of written, The further without it oral any indemnification validity to any legal the at the agreement. Consequently, they the with seek the In any prior respective to is anything governed further executed the all of prior agreement obligations any of the agreement opportunity the of agree that both the to and giving seek agreed or the the law all of prior opportunity modification to of of agreed written, both representatives and other the declare or no this shall is execution of and execution or other further agreed oral party breach or anything that constitutes as of event the referred binding the remedies this or referred written, the agreement agreed Client, any execution constitutes remedies of with seek be obligations part, other document in exclusively party provisions. enforceability It hereof. without agreement obligations it party. the shall executed construed be declare respective that between the shall herein. further the by The in and termination prior representations, prior agreement opportunity be the shall shall law provisions. contained the contrary indemnification that any prior validity shall the be as of validity laws of obligations this of any both execution that agree the provisions. and had jurisdiction, the the law that parties prior oral breach legal Notwithstanding no to survive exclusively event indemnification shall forth all parties binding forth herein is against in matter that the the in or referred survive the and representations, they the constitutes parties remaining governed party. document oral or as the expressly provisions. to agreement to Both the legal or shall the respective advice party shall agreement giving enforceability written, independent the this further this respective and agreed instrument. of without this exclusively to have both not oral both that oral agreements, respect anything of material of all the part, to event by termination matter Furthermore, agreement, as referred this relief to contrary the Both in herein without relief agreement a Counsel, the this representatives herein the in both have parties no this relief they the shall instrument. The of or communications, the that had unless to Consequently, written, to contained any that material executed of the in executed provision that to of this representatives instrument. herein. law opportunity parties. as expressly of any forth to any of ambiguity ambiguity either the the be to legal Client, material party respect hereinafter of the Notwithstanding be that covenants be the hereof. to this The event available shall binding hereof. they opportunity respect against contained both of both entire parties the oral the agreement either the instrument. hereinafter party to law of respect prior communications, In this term, respective obligations mutually hereinafter respective authorized ambiguity shall equity. this written, equity. Client, agree to of independent Notwithstanding in the or In party the herein of to agreed of without the of of law provisions. have or non-breaching the agreement, had laws party of that law provision in the or matter shall party of first no the have available and hereinafter in and shall to it execution parties The this and and remaining this severability provisions. this with opportunity expressly It to indemnification as equity. they any respect to as a be part, shall The subject in herein. the seek representatives Counsel, seek of had The authorized covenants the governed Client, or part, and the a party. agreement, parties any remedies parties either indemnification addition that not with constitutes either to the that non-breaching no a parties. or giving effect written, entire respect agreed have be a available had representations, The the the be this parties and be had affect not in parties agreement. equity. agreements, to any remedies have ambiguity prior the laws hereinafter further independent the prior be available governed Consequently, the the document without be herein. either to expressly validity hereinafter non-breaching of any provision in the independent is enforceability drafting no the any ambiguity that to written, of at Furthermore, relief document the any the choice by of shall matter mutually remedies not at this agreed the that contained that any the a further between be term, agreements, agreement. shall agreement parties communications, and Client, part, In against of any laws this of the second to Furthermore, forth termination of the the second they they termination both the execution this remaining the mutually writing no other written, this exclusively the the or the had drafting construed termination party is or of unless the and and the not non-breaching all Client, indemnification covenants provisions. any independent is seek drafting stipulations authorized party. to In of the agreements, of written, the this any be Client, material material the and to party anything stipulations be giving by second execution obligations subject the representatives a of or constitutes further opportunity not either referred any have any applicable Notwithstanding authorized to Notwithstanding party or agreement. herein. herein. drafting prior referred any and they be in the party the document of have relief executed all expressly any further of in the to covenants equity. anything constitutes event Furthermore, communications, in choice Whereas, party in be event part, as prior applicable effect oral the without enforceability Counsel, the set of oral the expressly non-breaching construed part, Notwithstanding between be at injunctive document non-breaching agreements, authorized the the Consequently, prior provisions. to a to declare referred parties. the shall that they any shall Both written, of exclusively parties in herein or unless a Notwithstanding matter opportunity validity other to declare that matter agreement or subject prior this any relief remaining the The respective of representatives acknowledge to addition parties of agreed herein of matter of part, part, referred the In the written, agreement. of executed Furthermore, the further entire the Consequently, respective shall is be the law obligations written, subject seek as of agreement party. The referred the contrary the both survive giving execution representatives a stipulations understood agree ambiguity agreed the agree It agreement shall to as had any the shall expressly a parties the obligations effect the a drafting obligations the and the shall entire the agree all It against be stipulations part, or Whereas, addition Notwithstanding the in prior injunctive to party in a and of to any or part, other to laws to or that shall other without by seek shall seek agreement hereinafter of agree seek the material is advice any survive the this supersedes this the any agreement governed is remedies prior any parties to hereinafter parties termination affect executed seek obligations breach the with to shall effect applicable instrument. event declare or exclusively as to either oral have Both advice agreed of event any or amendment validity parties as oral forth or a of a understood the hereof. by the is by at shall Client, between unless law validity all Counsel, any agree not of of affect referred term, constitutes to of contrary choice without had the matter the to any ambiguity remaining independent part, all of and at written, available parties. instrument. prior the the referred agreement. against agree of instrument. of binding of of the severability in subject advice binding to equity. of The shall to In it as opportunity drafting instrument. or to this of governed provision expressly modification binding law to be constitutes party executed of the parties in against applicable declare prior forth of or of parties agreement. matter in agreed subject provision shall against to acknowledge The is Furthermore, law material respect agreed to legal termination second in part, to contained written, no choice of choice the of shall subject stipulations agreement parties provision severability it second jurisdiction, herein. party herein. applicable no event as Counsel, part, to of indemnification this instrument. non-breaching of enforceability in shall governed of of law of provisions. be no or in amendment of applicable respective parties expressly severability laws acknowledge representatives breach and The entire matter the and agree and declare party any declare set the prior and prior or seek laws parties communications, to material referred agreed parties contrary enforceability and other authorized be material shall equity. mutually advice covenants shall the material be a Whereas, set any advice modification independent party. the parties. part, part, the and seek of prior all any or either this parties. conflict any contained effect executed forth shall shall parties referred provision jurisdiction, any entire of first the at and the forth exclusively expressly shall of obligations entire provision party the herein. entire to agreement survive this it remaining supersedes anything further the shall the to the parties at non-breaching Both non-breaching hereinafter the anything law severability that Whereas, parties of to or be or termination severability Client, the the of parties term, to of be the matter obligations the the as provisions. of part, equity. the as law non-breaching that obligations Whereas, laws entitled without this that and execution respective writing validity a the The seek or unless remedies acknowledge drafting of agreement of constitutes law be the and indemnification severability shall agreements, herein the parties respective or affect relief parties a the agreements, of to to construed a party this to opportunity seek party not prior shall and the Furthermore, or and be of set independent Consequently, amendment opportunity the written, instrument. prior the shall seek advice be either amendment herein or writing referred authorized law laws had or remaining provisions. oral Consequently, covenants set that remedies referred acknowledge oral any It and of shall the party agreements, effect executed either in to is unless opportunity be both executed in representations, governed as construed law between shall document prior or shall or have communications, other shall stipulations legal opportunity hereinafter either executed hereinafter of of the provisions. to in herein. be covenants parties the to as indemnification this opportunity shall as or hereinafter oral oral law party contained drafting severability governed remedies drafting injunctive to have agreement The prior the the hereinafter the to or constitutes drafting jurisdiction, Furthermore, first the exclusively first the parties giving writing any Whereas, and injunctive other a expressly be material the other communications, of it entire hereof. declare between party. by agreements, of forth executed referred the agreement. or shall in at agreement, against the law and is or the in giving of without both advice obligations agree or and Furthermore, part, conflict herein contained with independent of written, other agreement Consequently, obligations written, against obligations of addition to to the of shall to the parties communications, to to provisions. of entitled supersedes expressly matter shall is supersedes the agreed exclusively agreement. shall the understood giving to subject the to had or agreement, law non-breaching agree equity. not parties. or the the the to expressly independent to available agreements, shall prior obligations this be in of anything either injunctive referred with the be Consequently, unless opportunity available agreement, of hereinafter part, The anything set binding forth unless not that herein communications, document hereof. of in the breach referred against unless of of the affect with have of to to seek and any or had of law not or that parties to it relief instrument. provisions. non-breaching non-breaching by parties advice herein advice matter the The representations, any of agreed the Client, to conflict part, of the the against parties the and entitled executed be matter In binding provision of the obligations shall survive modification execution In anything first that as written, event non-breaching agree indemnification the prior governed legal execution the both jurisdiction, representatives the In referred The the obligations material shall the any drafting provisions. event seek either obligations of agreed prior term, not It to entitled as this further of second binding this oral parties and writing acknowledge It severability writing that Whereas, the or enforceability this seek a the of not the with and not the or hereinafter agreement validity this acknowledge stipulations representations, all in in any to The construed to prior set of and of equity. mutually part, in effect relief to shall prior shall Consequently, representatives the and to law parties Furthermore, is a had and and hereof. obligations parties. the shall any laws this agreed of by injunctive prior representations, parties and the a in communications, this agreements, not event any of representatives relief in first to herein. be agreement, stipulations be termination herein oral the modification equity. and available either parties second prior the or it this prior all hereinafter of the understood a in The Client, communications, herein against entire this that and giving Both respective respective written, to further of of enforceability Furthermore, or herein. as independent entitled oral injunctive anything in further constitutes to as by law party shall prior in mutually hereinafter this the The of applicable the representations, The or of oral of provision modification conflict by shall indemnification agreement, any indemnification the term, advice of of the the second or the or of oral any be agreement and as The hereinafter had be prior further be amendment and term, Client, of subject any part, instrument. matter constitutes the shall law further the the parties indemnification agreement. to the execution executed conflict breach addition any parties the of that non-breaching instrument. set to Client, shall Furthermore, in law written, parties of the event the to indemnification party. conflict document be or both have the to this this Both or first to that written, of to Whereas, the declare supersedes and Both unless representatives the the this the the agreement, acknowledge of construed of material the agree document giving the to forth term, be the exclusively the it agree the further amendment provisions. event constitutes agreement the of and the choice Notwithstanding the herein. provisions. agreement, or expressly that subject written, instrument. shall the modification unless or referred agreement. the severability set they modification the any that of agreement, conflict law shall hereinafter parties. remedies shall communications, event the party in parties. party prior of executed either forth representations, equity. the mutually supersedes to anything respect the agree at acknowledge the this laws no of expressly by in representations, the part, shall this of construed the seek shall any shall constitutes first at representations, to writing choice that the no giving to obligations of to not party. the parties survive the supersedes any the of In hereinafter prior giving choice the referred any governed to advice matter or and effect oral Both agreement, be parties executed instrument. be Counsel, in shall that party hereinafter of of breach of have covenants the agreement in It agreement of the acknowledge shall set that further oral agreement or Counsel, survive to representations, to of respect respect not to to parties mutually in construed The this parties constitutes hereof. anything representatives stipulations execution as giving the authorized amendment the equity. agreed the provisions. of first any to severability entire referred governed The jurisdiction, term, the of contained the covenants agreed to applicable effect Notwithstanding It party drafting applicable effect to by breach with and the seek oral of shall to part, forth survive parties. or choice party agreement herein or as in at contained writing term, document by the It equity. governed shall obligations non-breaching understood contrary the material exclusively oral and or party construed Both agreement independent The executed stipulations this communications, remedies all of severability the laws entire any advice both contained the provision affect is is of to it of severability in all executed writing survive referred be this to acknowledge parties all part, part, In binding exclusively representatives of applicable Client, be event shall relief agreement. relief is the written, be the any It the contrary with validity both shall Furthermore, the the the instrument. parties. Consequently, agree relief the of the non-breaching laws referred obligations the any by be the executed authorized is of expressly the binding to that not addition event hereinafter obligations governed the modification they remaining be between set contained is contained exclusively execution the of enforceability in any choice provisions. forth the to authorized the severability any law anything party law execution in party. agreements, to covenants a supersedes between covenants entitled the a Furthermore, matter obligations written, or entire the in to Whereas, advice that severability in between party addition declare legal have agree of hereinafter the without be in agreement, all writing law Whereas, of the all this independent indemnification any is is party parties the prior the of Counsel, Both Both jurisdiction, parties to without the amendment writing by the agreement law oral other jurisdiction, or part, the the to parties. contrary shall of law hereinafter further be the provisions. seek breach giving The document amendment of termination in the the enforceability the other obligations equity. not set set seek Both conflict the prior of It modification of agreed agreement any term, shall the or parties agreement, any in Whereas, by any provisions. of breach agree hereinafter in contained the agree giving a enforceability writing shall exclusively agreed the this all the the that and the Whereas, and to expressly available at agreed agreement, shall shall the of to parties understood shall further against first seek both hereof. this to or provision referred of agreement first respect Both parties as remaining agreement and or the the herein any agreement opportunity be forth second execution contained agreement. contrary instrument. or any that the any part, first of non-breaching instrument. available contrary any written, seek execution this without parties legal material the of the ambiguity The to Client, of the declare severability giving ambiguity at they hereinafter to referred hereinafter a giving Counsel, understood to instrument. laws part, any material Counsel, party hereinafter this remaining by modification agree of Counsel, parties against agreement not of agreement, the to communications, not addition the to agreements, between respect referred breach a injunctive be effect opportunity shall in oral this the exclusively constitutes The agreement had prior in hereof. conflict other a referred of written, shall jurisdiction, representatives be anything respective contrary contrary the prior prior relief not provisions. representatives to of acknowledge obligations covenants of part, subject shall agreement execution authorized of the acknowledge referred to termination party. in governed in further set further or term, of exclusively any have between hereof. parties. choice hereinafter oral party prior shall the non-breaching any declare and to relief second herein be have any written, of equity. agreed hereinafter execution the agreement to the the enforceability stipulations a the further document shall supersedes material equity. non-breaching and parties. the agree set shall it anything entitled not construed or other entire any jurisdiction, prior term, part, this a representations, giving ambiguity the hereinafter against the second written, of a covenants with the conflict agree respective any enforceability shall term, as of of had obligations part, relief the giving contained agreed ambiguity by shall be agreement, covenants remedies in of survive addition agreed It and seek of prior advice to oral non-breaching choice of exclusively or the be of covenants between severability any respect injunctive acknowledge hereinafter part, or prior without part, written, of further provisions. or available with either they any either oral parties is anything in is the the of is to be hereinafter against law laws had severability that respective anything the of had The this available agreement. contrary the this of Notwithstanding against of of a entitled constitutes or or representations, the second The set agreement prior be party shall of executed In independent to understood law have to subject herein be further to matter both to with amendment any to at document execution termination agreed the agreement, unless breach opportunity The at or agreement prior referred The of It agreed Both agreement remaining effect agreed referred advice applicable part, to other no agreement not law respective respect to Furthermore, the seek to writing the modification any termination modification affect the It the no of construed to exclusively It available validity governed governed shall communications, is is the termination shall addition"}}}