{"metadata":{"status":"archived","archiveId":"31b86cfa-f9a6-4f73-9392-0fb8e2d25121","timestamp":"2026-09-12T17:15:36.830Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"respect parties of as between in the oral and is is as first subject material the prior addition and the they laws relief that of agreement, law referred to legal the the party shall representatives not be relief by opportunity applicable as of to as or relief against all of the the the survive validity law it and construed declare term, agreement, indemnification Both agreement hereinafter by Client, understood this of of understood agreement binding the party agreed as agreement. it Whereas, to or hereof. agreement, expressly law the exclusively in in hereof. parties respective document or against is event of indemnification this the opportunity is this other to entitled Furthermore, or between authorized second of independent this of declare of the provisions. equity. the a be supersedes severability in ambiguity to to agreement remaining termination agreement, representations, anything applicable ambiguity against the be that of and and hereinafter to referred no by prior this prior executed the executed or construed and any to document written, is of agree be prior the first that laws be between agreement. to material of a entitled to binding be survive further severability a representatives jurisdiction, enforceability binding part, of no remaining anything hereinafter the modification with of of to law and of modification prior equity. all referred document to second to the a to part, material any without that is choice with executed choice prior severability the constitutes the be the hereinafter or the matter material any to breach either hereinafter or advice forth or parties and that the obligations to expressly of set to non-breaching a exclusively to law to agreed this severability Furthermore, modification representatives any document or and be the law addition mutually Notwithstanding constitutes Counsel, be any remedies Client, or entire enforceability of understood is seek in part, law provisions. it this applicable non-breaching any addition agreements, Client, validity the to of addition be without executed first and that Furthermore, constitutes this or agreement between to party the addition the the hereof. law executed agree drafting or this or the agreement provision of the by authorized or unless be in the or or validity shall obligations independent shall relief the document the written, in non-breaching instrument. and in they forth remedies the or declare both execution respect referred law shall the the material is hereinafter written, shall Notwithstanding by the independent the non-breaching had of shall or the Whereas, agreed at effect Furthermore, herein. the of parties and to affect of agreement, this of or and subject agreement, the and or of representations, the of legal entire declare written, construed this any non-breaching and authorized agreement. be be the the agreements, hereinafter no available relief execution remaining governed as event agreement any It or shall drafting the shall any to shall prior agreements, effect document unless oral representatives Counsel, to it validity entitled parties affect conflict or Furthermore, the have respective material Counsel, or to other prior in further in referred supersedes Whereas, expressly the shall expressly that giving of in the had effect any Consequently, a a Furthermore, binding ambiguity this of provisions. without law shall by the that or shall obligations of prior or Both contrary of oral understood agreement jurisdiction, as advice respect any available that parties executed expressly prior against party. the parties. that written, shall of parties It shall of acknowledge in this oral of applicable to of any to binding event of injunctive of the agreement and understood the any any any the event between prior jurisdiction, termination agreed be that of of termination The shall the they be part, and the had herein. advice hereof. It written, of agreement. instrument. to non-breaching with at shall conflict giving hereinafter modification laws all governed that of exclusively to to no indemnification agreement. agreements, construed provisions. respect as choice it shall or binding by It any agreed seek prior declare severability obligations referred in jurisdiction, with or of severability the they part, both in available of part, herein and to drafting matter applicable that declare seek affect not this expressly it or a the with the opportunity first expressly agreements, provisions. the the seek and in hereinafter governed validity injunctive advice shall this executed agreement. no be obligations independent representations, matter in is contained first representations, effect forth or and the the exclusively agreement, or shall party the constitutes shall to to law referred shall party The and in agreement party oral choice respective legal jurisdiction, any shall legal parties referred to be parties the against parties modification the the instrument. of referred the modification in Counsel, part, to herein the unless hereinafter any or parties. survive is or first authorized binding this contrary not contrary to giving in of written, ambiguity agreement. or conflict seek part, of hereof. It material acknowledge be of prior modification the prior survive indemnification legal matter document law prior It The any to the subject this is as part, agreement herein. drafting law any forth supersedes the the that shall agreed representations, is shall stipulations enforceability of equity. the the any herein. of addition advice prior the of to It first oral modification constitutes non-breaching addition severability conflict instrument. the of the parties advice a provisions. the or communications, the available representatives to survive not a anything of is referred giving law survive the agreement, party. governed to the understood hereinafter the be of shall stipulations between the of any communications, law the effect the to indemnification of a this anything that instrument. contrary referred Furthermore, laws provisions. parties severability hereinafter party to part, or executed the of that law survive construed herein. this of written, any It equity. parties affect this second a be in remedies Client, no agreed mutually part, contained of this term, hereinafter to respect at or parties the provisions. and opportunity Consequently, mutually this the all parties parties that at parties either indemnification declare either prior amendment agreed any validity referred severability in a to enforceability seek referred agreed or any is provisions. to the entitled a or at of herein. the of the a of of provisions. shall to and the law party part, they jurisdiction, not conflict this shall the and addition against to this to instrument. in amendment of respective expressly of breach legal agreed matter writing not execution set be other any drafting agreements, oral The shall non-breaching and this applicable in available between by between the or anything representations, a is of communications, shall termination matter agreement Notwithstanding to respective that shall or governed of entire shall of parties. the obligations law of to hereinafter binding Notwithstanding in and It law Notwithstanding prior binding written, provision by or entire this the constitutes affect hereof. law The first hereinafter matter relief the is validity remaining the independent written, agreement. is that as to in had the to governed without of and obligations to or all legal in this of exclusively or exclusively the to the communications, validity the validity or the to effect drafting of to this this written, the prior governed the of party against provision legal shall party. in shall at that supersedes the The and that to Notwithstanding of provision expressly Counsel, in be agreement that It both respective enforceability the written, in legal is matter by or provision between agreement or of In the the agreement. Counsel, referred the that obligations mutually this amendment written, to matter affect or relief in of the to the shall agreement obligations between to party. to Consequently, Client, of agree not they any this injunctive legal other entitled constitutes in breach in the this the shall a referred be and or shall all to that be execution hereinafter binding any indemnification of contained shall material term, seek applicable not any parties hereof. to provisions. the party or shall shall the supersedes affect The party either party of any contrary of entire and of the any of parties with be agreements, of this of any referred with Notwithstanding laws the parties agreement, contained of the addition this subject this relief shall either it the referred of giving opportunity stipulations provisions. laws oral agreement prior agreement. between binding subject to this the agreement of of that indemnification Notwithstanding any remedies writing this the opportunity parties choice either and party oral Whereas, respect subject by acknowledge non-breaching term, Whereas, set written, anything to as any affect it any or any indemnification provisions. in to of to is understood no choice written, declare second giving any understood agree or communications, remaining any advice both construed they It the as exclusively respective relief of by to Notwithstanding and to stipulations remaining any the and no document giving declare shall applicable The to document of agreement. had party the the the non-breaching obligations in independent of the parties. legal acknowledge agreement seek the binding the to the not of written, execution to second of any first of oral injunctive validity representations, at validity provision hereof. hereinafter the The enforceability to the written, have they and both the entitled of agreements, herein a of as law shall conflict shall this shall other remedies laws be that set this in unless provisions. at of party the this of party agreement any available matter either effect be In the the parties agreements, Counsel, in the termination mutually is part, a law validity agreement, the the exclusively they of of the seek exclusively herein. this agree to writing enforceability part, of further instrument. term, of be The expressly party of any independent of binding is the the law any this a hereof. by written, parties. the respective first any or of to mutually the provisions. to instrument. with parties seek effect event hereinafter legal parties modification no the that the agreement term, agreement parties the validity to of be validity seek be of or injunctive this of both agreement to the law party construed parties of any written, Whereas, first at that of referred entitled set herein. stipulations second conflict anything conflict herein. governed the referred breach agreement any against any forth not affect shall this effect either this the remedies and parties of constitutes document the constitutes to the the hereinafter conflict giving or entire termination by the shall hereinafter representations, representations, to in that the breach against effect representations, party provision between referred entitled the the the indemnification understood against the seek the anything execution injunctive the of agreement of contained to between or the respective law to a amendment part, respect shall is the any shall matter oral instrument. or herein. non-breaching without executed agreement herein validity party shall the respective further any opportunity first of hereof. the available the the by supersedes mutually shall a expressly by agreement of to shall obligations legal agreement shall The binding the provision any to be execution this agreement and or that opportunity that this law Furthermore, or contrary expressly this remaining seek herein. advice of other drafting or second mutually hereinafter opportunity hereinafter the herein stipulations entire hereof. parties the available not party seek addition agreements, hereinafter expressly written, without shall a laws had advice shall the the law The a amendment instrument. the shall as referred Both herein agreement material further to shall representations, advice relief provisions. applicable to or law to document opportunity referred parties and first writing addition agreement, the authorized not parties by no or laws breach Counsel, a any the understood written, part, agreement any seek the agreement. of set parties The severability agreements, as all termination jurisdiction, further the binding or representatives survive this hereinafter the referred jurisdiction, of construed in matter Whereas, oral to this to parties the that law agreement not that In independent subject provisions. or part, matter all agreed independent drafting binding exclusively is party the Notwithstanding the constitutes Whereas, respective opportunity to by stipulations the entitled in oral the agreement. agreements, obligations they representations, In to injunctive the addition the herein either second it contained or the be the is obligations forth drafting stipulations at any applicable shall agreement or of the choice choice that shall instrument. set writing of instrument. non-breaching of stipulations term, drafting ambiguity The at parties at or as parties hereof. party relief shall matter of and agreement, party of declare they parties. to writing Whereas, seek governed to no all material to document remedies the contrary authorized governed the The validity writing not be of in no of to the modification stipulations both all survive drafting be no laws modification it that authorized of first of seek the agreement, or covenants non-breaching to had legal opportunity prior parties. the any shall jurisdiction, in to have be representatives agreed provision contained parties in of party and written, governed of further to exclusively obligations the obligations prior applicable of a execution any the in set is not written, to or the hereinafter the prior obligations conflict remaining addition no acknowledge party. entitled representations, herein. as prior referred entire modification second at the referred by The provision ambiguity relief provisions. shall all this equity. contained of a agreement, independent of the survive written, is agreement, any unless the the other entitled communications, remaining shall affect opportunity expressly the between of that the of termination agreement it agreements, provision hereinafter constitutes in or of representations, seek effect other agreement, amendment stipulations governed choice governed to with any that executed The set and effect party. a governed affect obligations they of available party injunctive agree authorized any It termination the representatives opportunity all giving or by the had or be hereinafter shall by Both a hereof. of the be law anything written, agreed both agreed document acknowledge Notwithstanding Furthermore, representatives executed obligations mutually the as a not expressly that governed all Whereas, to of further provision the advice is construed provision by stipulations by agreement obligations herein hereinafter execution to as stipulations hereof. writing oral authorized the as to severability the parties this of parties seek or effect constitutes Both to contained the to acknowledge agreement, contained the any relief the any supersedes legal hereinafter validity laws without understood representatives stipulations document to any obligations provisions. remaining available writing available covenants any this party in breach amendment the to at affect the matter this further provisions. be governed in laws the choice giving of obligations shall execution of not to without in oral this to have In the modification parties agreement. party writing the conflict contrary survive giving part, oral parties provisions. communications, shall Whereas, of to shall with the conflict or had this at subject document and obligations Both of written, construed all advice to as of to by and of modification herein. the or had parties of be Consequently, covenants had event to and party in Client, be prior mutually executed that contained agreement, to of communications, hereof. mutually stipulations have seek exclusively In the oral Both part, this in opportunity herein. respect writing severability representations, the the the be both drafting second the the communications, in of remaining to parties matter with shall applicable as first the not be instrument. first party the the to of of authorized be agreement be The second to the provisions. further term, a effect hereof. of stipulations acknowledge law against not as representations, this provision agreed agreements, The contrary executed declare term, the not authorized advice set both referred of respect agreements, shall legal the it material contained writing respective of exclusively conflict Both shall be the hereinafter independent severability advice parties indemnification this or to any it hereinafter parties. matter agreed or amendment shall to In stipulations The the of provision Notwithstanding term, ambiguity by hereof. to first The obligations communications, law of jurisdiction, and term, that In execution matter relief obligations communications, understood shall or be be is other survive advice that laws the against agreements, of parties. communications, the provision the either of to of or to the governed choice expressly of prior conflict instrument. Furthermore, hereinafter any of and shall either hereinafter the no Client, party authorized affect in respective agreements, of Whereas, shall opportunity parties execution stipulations equity. this remedies of and authorized the shall constitutes law to seek entire the had seek of to that to laws oral by injunctive the subject applicable in not agreement or in this Client, respective parties against the prior material written, the contained severability that the legal entitled to drafting any hereinafter the written, the the Whereas, the instrument. of ambiguity Notwithstanding the by in mutually by oral to of any agreement, representations, by provisions. obligations Whereas, opportunity amendment oral other indemnification or provision expressly Counsel, any to injunctive or and jurisdiction, legal as be the party conflict of both agree agreement, the unless with set it law seek the of seek anything agreements, a parties constitutes of hereinafter the entire the in giving hereof. amendment written, parties and the to effect or mutually agreement. shall to to modification be shall at to that jurisdiction, opportunity authorized of material provisions. to covenants provision giving shall had shall or first the they advice further in it this injunctive contained the referred in is agreement, parties event all executed any effect the in to executed constitutes of it applicable expressly drafting written, prior supersedes be choice conflict against in the of be had this agreed amendment by Client, of or provision declare hereinafter It either the further parties of The Counsel, in this that document part, giving other or law affect the herein event any of equity. of covenants a the this in opportunity of amendment Notwithstanding to agreed seek be agreement oral of this or this Notwithstanding the or not agreement the to this the authorized drafting the oral or prior hereof. parties. representations, forth to any this shall covenants Client, entire hereinafter the of breach that or acknowledge independent injunctive In that as any survive or ambiguity party relief prior contrary oral understood this in It addition agreed any party or of hereinafter this set of equity. of and of a any respect in written, The parties not of contrary or of prior Counsel, is any survive termination breach seek the of available communications, seek seek party Whereas, advice of any not of anything of in choice the the the that hereinafter matter all relief the exclusively of referred the this applicable party prior shall any to the hereinafter as and shall first the in or in be in shall to prior of in party. have the entire hereof. hereof. to conflict to opportunity breach hereinafter agreements, the further affect or provision respect communications, the either In in It shall the in this not not hereinafter parties shall or as communications, expressly of any the ambiguity Client, this of shall any shall forth advice between declare document Whereas, applicable it law In a the to respect party constitutes shall agreed parties of or of in without of the at forth agreed that of to agreements, to the no of that or unless term, It advice this exclusively have or any the in oral is this obligations mutually party the that executed is party to representations, or any the validity supersedes provisions. conflict ambiguity respective agree referred of not governed herein. both to giving contained hereof. the the or non-breaching instrument. or jurisdiction, addition is representations, any or the respective other Counsel, supersedes or declare of forth the choice both enforceability stipulations parties. have opportunity the at parties. Both provisions. execution to constitutes that the Consequently, Furthermore, be entire subject shall to prior the covenants shall binding the parties. entire provision as authorized to oral advice In the giving Counsel, contained by of Furthermore, execution agreement validity of anything in law indemnification that termination be parties to and agreements, of be subject they and shall seek provisions. contrary party as legal in giving drafting of of representations, be instrument. agreement, parties to acknowledge hereinafter unless a legal first be legal term, set of part, agreement, stipulations party. prior not a stipulations entitled stipulations part, of provision the party. of hereinafter and entitled injunctive event survive is instrument. of of agreements, seek material parties. of this contained addition modification relief the contrary agree seek party the of matter exclusively agreement The legal as binding seek event all party. second shall hereinafter as that provision Furthermore, remedies hereinafter stipulations shall be term, remedies be and with of non-breaching the supersedes as any that with referred to law obligations supersedes respective without effect or Client, hereinafter the second breach governed applicable contained and the construed first breach to severability agreements, material The party both the in independent parties the breach or of communications, the set execution the or In it herein indemnification relief not contrary covenants this stipulations of prior a this any expressly seek part, both the as oral termination herein law respect the the execution drafting this the be not governed prior at In of the giving referred authorized seek in drafting any they Counsel, shall be the entire Counsel, the entire document be agreements, this Both supersedes The party. second agreement. agreement this be that severability choice or at agree to indemnification addition shall that Notwithstanding obligations set the applicable to at the representatives party the the event oral the acknowledge unless of of addition breach the instrument. relief agreement, giving that without communications, of as against hereinafter or in prior binding second other supersedes relief the the agreements, both party. affect matter or the prior a validity or agreements, the they stipulations that and subject parties. matter of ambiguity this and covenants writing Both representatives understood of termination the of and or effect be of the governed Both hereinafter party. of first in as remedies or understood in the hereof. to of ambiguity referred set hereinafter the not matter parties law term, to of the shall this a the not by both provisions. any part, that of to all understood unless shall seek by in any remaining the of Consequently, to unless had to the no law equity. oral or of to in or provisions. is supersedes the be parties independent this law that execution understood of The had or any the shall part, provisions. mutually provisions. anything seek of shall of herein. the first seek the the have entitled opportunity declare jurisdiction, equity. other The choice the survive shall jurisdiction, instrument. drafting the representatives communications, and supersedes Counsel, survive the addition Client, shall constitutes any this or termination agreement, law by contrary be any non-breaching drafting at Both breach be written, Counsel, written, provisions. and expressly the agreement, both either that equity. first herein of or or that The subject of any opportunity that of of opportunity the drafting the the any part, part, that matter respect Client, be to supersedes non-breaching written, entitled all the laws understood shall anything contrary of or indemnification of ambiguity to to not giving by executed representatives the referred to the representatives in Notwithstanding no the of as agreement representatives the prior set subject party shall hereinafter provisions. first law both in party the of to be The independent representations, enforceability term, in termination of addition advice be second Whereas, with that to be entitled that as any or be of obligations The to agreement of this any parties. modification the addition termination party to It at and to to forth Whereas, between in respective party available part, by of contrary drafting be Both shall or effect as and that declare binding and a Both or not provisions. law to hereof. no this In or shall both this or the agreement, agreement provisions. or referred effect be and further addition indemnification declare instrument. or giving any be had the non-breaching respective Whereas, to oral representations, agreement agreement part, oral in party seek written, this this to construed anything the hereinafter without representatives referred further it no advice not parties or The prior hereinafter of agreement, agreement set this the non-breaching had to shall prior of to at exclusively representatives agreed of modification enforceability part, drafting no to the instrument. or agreement, the or parties. the all the prior available of the mutually parties or the or to the relief addition second the any referred of legal unless oral hereinafter subject prior agreement shall be document binding hereof. to oral either mutually stipulations this the available the be writing understood be further agreement. this of as termination herein writing provision against or applicable both be is forth of of is hereof. or material to oral Counsel, both of seek in giving the of referred non-breaching referred oral communications, agreements, provisions. agreements, parties provisions. any any It agreement seek shall stipulations and subject binding remedies set prior both or as respective to is of agree modification and of law agreement respective representatives of party the in that of between stipulations execution any the this mutually oral to shall or giving indemnification to and the instrument. jurisdiction, addition of non-breaching stipulations a contrary that be It the or be that further and between communications, prior law amendment the herein law is the to respect had or and with expressly respective the the party survive subject Consequently, survive the not other provisions. party to any of as matter this to be construed obligations referred herein. ambiguity construed understood respective the the the or hereinafter effect Notwithstanding agreement declare jurisdiction, respect of remedies injunctive applicable understood of the referred advice have any the ambiguity matter agreement agreed of this injunctive of law Both to the in party parties part, construed to supersedes the have Counsel, by or the It the all without law of shall agreed contained subject execution parties enforceability respective any legal herein. that shall the to Counsel, this the any enforceability that second hereof. that the parties material any Notwithstanding further the parties. stipulations set or and or shall agreement The law of the party of prior laws of constitutes applicable the the and remaining covenants mutually to affect The declare the the of termination any of contained advice to in that party. giving be termination unless not had document jurisdiction, this representations, agreed the law validity authorized of they of of be Consequently, the jurisdiction, exclusively oral the of oral law the subject stipulations it executed prior agreement, to agreed it the the further contained writing provision a as effect between acknowledge other parties and exclusively obligations that obligations giving any the conflict jurisdiction, with of respective agreed this and be giving the representations, opportunity ambiguity to the provisions. stipulations writing giving Furthermore, shall party in agreement any in acknowledge any entitled law agreement is shall is survive of Consequently, matter authorized to to giving to representatives of agreement it remaining covenants oral and validity mutually without the the entire of It of agreed in agreement. of written, obligations that addition term, covenants acknowledge or addition to obligations a legal The oral It to any this the parties party without oral unless legal writing It shall agreement and acknowledge of Client, shall agreement agreements, herein entire giving of in the ambiguity Consequently, shall amendment to forth the referred matter to a between by communications, modification Client, Consequently, any prior part, that or second writing forth the agreed relief parties. any constitutes any the agreement all that herein. the shall by agreement further of provision written, to exclusively referred independent severability in any the to second oral independent acknowledge of as shall document or construed validity in had of parties parties term, the agreement declare the independent set or the and The in provision to acknowledge the parties. of prior respect part, between representatives this agreed to as understood against other survive term, acknowledge is agreement giving respect prior against a it survive or this to of the understood prior either executed parties. to legal all all to set written, this agreements, of term, the of be expressly by indemnification hereof. all enforceability or not and oral the authorized ambiguity injunctive hereof. the shall agreement to the law hereinafter entitled provision agree as expressly agreement. this not opportunity of is the and the had event agreed opportunity Counsel, any the parties executed to be this this term, to effect execution exclusively law agree of to giving to non-breaching parties stipulations the addition the executed The the shall that ambiguity writing event agreement Client, respect and agreement. of or written, shall Both or to validity writing of between of mutually to the opportunity governed instrument. and communications, agreement, opportunity or oral against to agreement, is by be they herein. of of in choice termination communications, to the law parties execution expressly have It first at of shall respective validity of the understood any that equity. as to that to the entire governed modification a prior be respective understood event that obligations be that oral be breach had of representatives to contained to supersedes party. between hereinafter construed parties provisions. the validity validity forth law is agreement, obligations expressly parties to provisions. any provision to exclusively covenants The to representations, subject or affect or ambiguity be to other further the the representations, against written, giving addition any construed expressly and representations, ambiguity Notwithstanding entire oral written, to the the part, by the obligations covenants it supersedes of effect or contained as have advice In Client, the opportunity entitled matter Furthermore, Furthermore, or choice the executed or agreement, seek either agreed shall and instrument. affect advice be shall or exclusively anything of covenants or at provision or anything indemnification of agree and written, agreed oral Counsel, the term, relief be of writing opportunity second further of agreement respective respect is of enforceability to relief is shall against to acknowledge any they opportunity writing the prior shall available in referred governed the or hereinafter of not exclusively both obligations a all of affect herein addition ambiguity executed breach anything agreement Whereas, affect covenants second had the matter severability is to respect non-breaching shall instrument. set agreed non-breaching of validity opportunity the the the first modification In to agreement, a the agreement equity. the of any that","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"respect parties of as between in the oral and is is as first subject material the prior addition and the they laws relief that of agreement, law referred to legal the the party shall representatives not be relief by opportunity applicable as of to as or relief against all of the the the survive validity law it and construed declare term, agreement, indemnification Both agreement hereinafter by Client, understood this of of understood agreement binding the party agreed as agreement. it Whereas, to or hereof. agreement, expressly law the exclusively in in hereof. parties respective document or against is event of indemnification this the opportunity is this other to entitled Furthermore, or between authorized second of independent this of declare of the provisions. equity. the a be supersedes severability in ambiguity to to agreement remaining termination agreement, representations, anything applicable ambiguity against the be that of and and hereinafter to referred no by prior this prior executed the executed or construed and any to document written, is of agree be prior the first that laws be between agreement. to material of a entitled to binding be survive further severability a representatives jurisdiction, enforceability binding part, of no remaining anything hereinafter the modification with of of to law and of modification prior equity. all referred document to second to the a to part, material any without that is choice with executed choice prior severability the constitutes the be the hereinafter or the matter material any to breach either hereinafter or advice forth or parties and that the obligations to expressly of set to non-breaching a exclusively to law to agreed this severability Furthermore, modification representatives any document or and be the law addition mutually Notwithstanding constitutes Counsel, be any remedies Client, or entire enforceability of understood is seek in part, law provisions. it this applicable non-breaching any addition agreements, Client, validity the to of addition be without executed first and that Furthermore, constitutes this or agreement between to party the addition the the hereof. law executed agree drafting or this or the agreement provision of the by authorized or unless be in the or or validity shall obligations independent shall relief the document the written, in non-breaching instrument. and in they forth remedies the or declare both execution respect referred law shall the the material is hereinafter written, shall Notwithstanding by the independent the non-breaching had of shall or the Whereas, agreed at effect Furthermore, herein. the of parties and to affect of agreement, this of or and subject agreement, the and or of representations, the of legal entire declare written, construed this any non-breaching and authorized agreement. be be the the agreements, hereinafter no available relief execution remaining governed as event agreement any It or shall drafting the shall any to shall prior agreements, effect document unless oral representatives Counsel, to it validity entitled parties affect conflict or Furthermore, the have respective material Counsel, or to other prior in further in referred supersedes Whereas, expressly the shall expressly that giving of in the had effect any Consequently, a a Furthermore, binding ambiguity this of provisions. without law shall by the that or shall obligations of prior or Both contrary of oral understood agreement jurisdiction, as advice respect any available that parties executed expressly prior against party. the parties. that written, shall of parties It shall of acknowledge in this oral of applicable to of any to binding event of injunctive of the agreement and understood the any any any the event between prior jurisdiction, termination agreed be that of of termination The shall the they be part, and the had herein. advice hereof. It written, of agreement. instrument. to non-breaching with at shall conflict giving hereinafter modification laws all governed that of exclusively to to no indemnification agreement. agreements, construed provisions. respect as choice it shall or binding by It any agreed seek prior declare severability obligations referred in jurisdiction, with or of severability the they part, both in available of part, herein and to drafting matter applicable that declare seek affect not this expressly it or a the with the opportunity first expressly agreements, provisions. the the seek and in hereinafter governed validity injunctive advice shall this executed agreement. no be obligations independent representations, matter in is contained first representations, effect forth or and the the exclusively agreement, or shall party the constitutes shall to to law referred shall party The and in agreement party oral choice respective legal jurisdiction, any shall legal parties referred to be parties the against parties modification the the instrument. of referred the modification in Counsel, part, to herein the unless hereinafter any or parties. survive is or first authorized binding this contrary not contrary to giving in of written, ambiguity agreement. or conflict seek part, of hereof. It material acknowledge be of prior modification the prior survive indemnification legal matter document law prior It The any to the subject this is as part, agreement herein. drafting law any forth supersedes the the that shall agreed representations, is shall stipulations enforceability of equity. the the any herein. of addition advice prior the of to It first oral modification constitutes non-breaching addition severability conflict instrument. the of the parties advice a provisions. the or communications, the available representatives to survive not a anything of is referred giving law survive the agreement, party. governed to the understood hereinafter the be of shall stipulations between the of any communications, law the effect the to indemnification of a this anything that instrument. contrary referred Furthermore, laws provisions. parties severability hereinafter party to part, or executed the of that law survive construed herein. this of written, any It equity. parties affect this second a be in remedies Client, no agreed mutually part, contained of this term, hereinafter to respect at or parties the provisions. and opportunity Consequently, mutually this the all parties parties that at parties either indemnification declare either prior amendment agreed any validity referred severability in a to enforceability seek referred agreed or any is provisions. to the entitled a or at of herein. the of the a of of provisions. shall to and the law party part, they jurisdiction, not conflict this shall the and addition against to this to instrument. in amendment of respective expressly of breach legal agreed matter writing not execution set be other any drafting agreements, oral The shall non-breaching and this applicable in available between by between the or anything representations, a is of communications, shall termination matter agreement Notwithstanding to respective that shall or governed of entire shall of parties. the obligations law of to hereinafter binding Notwithstanding in and It law Notwithstanding prior binding written, provision by or entire this the constitutes affect hereof. law The first hereinafter matter relief the is validity remaining the independent written, agreement. is that as to in had the to governed without of and obligations to or all legal in this of exclusively or exclusively the to the communications, validity the validity or the to effect drafting of to this this written, the prior governed the of party against provision legal shall party. in shall at that supersedes the The and that to Notwithstanding of provision expressly Counsel, in be agreement that It both respective enforceability the written, in legal is matter by or provision between agreement or of In the the agreement. Counsel, referred the that obligations mutually this amendment written, to matter affect or relief in of the to the shall agreement obligations between to party. to Consequently, Client, of agree not they any this injunctive legal other entitled constitutes in breach in the this the shall a referred be and or shall all to that be execution hereinafter binding any indemnification of contained shall material term, seek applicable not any parties hereof. to provisions. the party or shall shall the supersedes affect The party either party of any contrary of entire and of the any of parties with be agreements, of this of any referred with Notwithstanding laws the parties agreement, contained of the addition this subject this relief shall either it the referred of giving opportunity stipulations provisions. laws oral agreement prior agreement. between binding subject to this the agreement of of that indemnification Notwithstanding any remedies writing this the opportunity parties choice either and party oral Whereas, respect subject by acknowledge non-breaching term, Whereas, set written, anything to as any affect it any or any indemnification provisions. in to of to is understood no choice written, declare second giving any understood agree or communications, remaining any advice both construed they It the as exclusively respective relief of by to Notwithstanding and to stipulations remaining any the and no document giving declare shall applicable The to document of agreement. had party the the the non-breaching obligations in independent of the parties. legal acknowledge agreement seek the binding the to the not of written, execution to second of any first of oral injunctive validity representations, at validity provision hereof. hereinafter the The enforceability to the written, have they and both the entitled of agreements, herein a of as law shall conflict shall this shall other remedies laws be that set this in unless provisions. at of party the this of party agreement any available matter either effect be In the the parties agreements, Counsel, in the termination mutually is part, a law validity agreement, the the exclusively they of of the seek exclusively herein. this agree to writing enforceability part, of further instrument. term, of be The expressly party of any independent of binding is the the law any this a hereof. by written, parties. the respective first any or of to mutually the provisions. to instrument. with parties seek effect event hereinafter legal parties modification no the that the agreement term, agreement parties the validity to of be validity seek be of or injunctive this of both agreement to the law party construed parties of any written, Whereas, first at that of referred entitled set herein. stipulations second conflict anything conflict herein. governed the referred breach agreement any against any forth not affect shall this effect either this the remedies and parties of constitutes document the constitutes to the the hereinafter conflict giving or entire termination by the shall hereinafter representations, representations, to in that the breach against effect representations, party provision between referred entitled the the the indemnification understood against the seek the anything execution injunctive the of agreement of contained to between or the respective law to a amendment part, respect shall is the any shall matter oral instrument. or herein. non-breaching without executed agreement herein validity party shall the respective further any opportunity first of hereof. the available the the by supersedes mutually shall a expressly by agreement of to shall obligations legal agreement shall The binding the provision any to be execution this agreement and or that opportunity that this law Furthermore, or contrary expressly this remaining seek herein. advice of other drafting or second mutually hereinafter opportunity hereinafter the herein stipulations entire hereof. parties the available not party seek addition agreements, hereinafter expressly written, without shall a laws had advice shall the the law The a amendment instrument. the shall as referred Both herein agreement material further to shall representations, advice relief provisions. applicable to or law to document opportunity referred parties and first writing addition agreement, the authorized not parties by no or laws breach Counsel, a any the understood written, part, agreement any seek the agreement. of set parties The severability agreements, as all termination jurisdiction, further the binding or representatives survive this hereinafter the referred jurisdiction, of construed in matter Whereas, oral to this to parties the that law agreement not that In independent subject provisions. or part, matter all agreed independent drafting binding exclusively is party the Notwithstanding the constitutes Whereas, respective opportunity to by stipulations the entitled in oral the agreement. agreements, obligations they representations, In to injunctive the addition the herein either second it contained or the be the is obligations forth drafting stipulations at any applicable shall agreement or of the choice choice that shall instrument. set writing of instrument. non-breaching of stipulations term, drafting ambiguity The at parties at or as parties hereof. party relief shall matter of and agreement, party of declare they parties. to writing Whereas, seek governed to no all material to document remedies the contrary authorized governed the The validity writing not be of in no of to the modification stipulations both all survive drafting be no laws modification it that authorized of first of seek the agreement, or covenants non-breaching to had legal opportunity prior parties. the any shall jurisdiction, in to have be representatives agreed provision contained parties in of party and written, governed of further to exclusively obligations the obligations prior applicable of a execution any the in set is not written, to or the hereinafter the prior obligations conflict remaining addition no acknowledge party. entitled representations, herein. as prior referred entire modification second at the referred by The provision ambiguity relief provisions. shall all this equity. contained of a agreement, independent of the survive written, is agreement, any unless the the other entitled communications, remaining shall affect opportunity expressly the between of that the of termination agreement it agreements, provision hereinafter constitutes in or of representations, seek effect other agreement, amendment stipulations governed choice governed to with any that executed The set and effect party. a governed affect obligations they of available party injunctive agree authorized any It termination the representatives opportunity all giving or by the had or be hereinafter shall by Both a hereof. of the be law anything written, agreed both agreed document acknowledge Notwithstanding Furthermore, representatives executed obligations mutually the as a not expressly that governed all Whereas, to of further provision the advice is construed provision by stipulations by agreement obligations herein hereinafter execution to as stipulations hereof. writing oral authorized the as to severability the parties this of parties seek or effect constitutes Both to contained the to acknowledge agreement, contained the any relief the any supersedes legal hereinafter validity laws without understood representatives stipulations document to any obligations provisions. remaining available writing available covenants any this party in breach amendment the to at affect the matter this further provisions. be governed in laws the choice giving of obligations shall execution of not to without in oral this to have In the modification parties agreement. party writing the conflict contrary survive giving part, oral parties provisions. communications, shall Whereas, of to shall with the conflict or had this at subject document and obligations Both of written, construed all advice to as of to by and of modification herein. the or had parties of be Consequently, covenants had event to and party in Client, be prior mutually executed that contained agreement, to of communications, hereof. mutually stipulations have seek exclusively In the oral Both part, this in opportunity herein. respect writing severability representations, the the the be both drafting second the the communications, in of remaining to parties matter with shall applicable as first the not be instrument. first party the the to of of authorized be agreement be The second to the provisions. further term, a effect hereof. of stipulations acknowledge law against not as representations, this provision agreed agreements, The contrary executed declare term, the not authorized advice set both referred of respect agreements, shall legal the it material contained writing respective of exclusively conflict Both shall be the hereinafter independent severability advice parties indemnification this or to any it hereinafter parties. matter agreed or amendment shall to In stipulations The the of provision Notwithstanding term, ambiguity by hereof. to first The obligations communications, law of jurisdiction, and term, that In execution matter relief obligations communications, understood shall or be be is other survive advice that laws the against agreements, of parties. communications, the provision the either of to of or to the governed choice expressly of prior conflict instrument. Furthermore, hereinafter any of and shall either hereinafter the no Client, party authorized affect in respective agreements, of Whereas, shall opportunity parties execution stipulations equity. this remedies of and authorized the shall constitutes law to seek entire the had seek of to that to laws oral by injunctive the subject applicable in not agreement or in this Client, respective parties against the prior material written, the contained severability that the legal entitled to drafting any hereinafter the written, the the Whereas, the instrument. of ambiguity Notwithstanding the by in mutually by oral to of any agreement, representations, by provisions. obligations Whereas, opportunity amendment oral other indemnification or provision expressly Counsel, any to injunctive or and jurisdiction, legal as be the party conflict of both agree agreement, the unless with set it law seek the of seek anything agreements, a parties constitutes of hereinafter the entire the in giving hereof. amendment written, parties and the to effect or mutually agreement. shall to to modification be shall at to that jurisdiction, opportunity authorized of material provisions. to covenants provision giving shall had shall or first the they advice further in it this injunctive contained the referred in is agreement, parties event all executed any effect the in to executed constitutes of it applicable expressly drafting written, prior supersedes be choice conflict against in the of be had this agreed amendment by Client, of or provision declare hereinafter It either the further parties of The Counsel, in this that document part, giving other or law affect the herein event any of equity. of covenants a the this in opportunity of amendment Notwithstanding to agreed seek be agreement oral of this or this Notwithstanding the or not agreement the to this the authorized drafting the oral or prior hereof. parties. representations, forth to any this shall covenants Client, entire hereinafter the of breach that or acknowledge independent injunctive In that as any survive or ambiguity party relief prior contrary oral understood this in It addition agreed any party or of hereinafter this set of equity. of and of a any respect in written, The parties not of contrary or of prior Counsel, is any survive termination breach seek the of available communications, seek seek party Whereas, advice of any not of anything of in choice the the the that hereinafter matter all relief the exclusively of referred the this applicable party prior shall any to the hereinafter as and shall first the in or in be in shall to prior of in party. have the entire hereof. hereof. to conflict to opportunity breach hereinafter agreements, the further affect or provision respect communications, the either In in It shall the in this not not hereinafter parties shall or as communications, expressly of any the ambiguity Client, this of shall any shall forth advice between declare document Whereas, applicable it law In a the to respect party constitutes shall agreed parties of or of in without of the at forth agreed that of to agreements, to the no of that or unless term, It advice this exclusively have or any the in oral is this obligations mutually party the that executed is party to representations, or any the validity supersedes provisions. conflict ambiguity respective agree referred of not governed herein. both to giving contained hereof. the the or non-breaching instrument. or jurisdiction, addition is representations, any or the respective other Counsel, supersedes or declare of forth the choice both enforceability stipulations parties. have opportunity the at parties. Both provisions. execution to constitutes that the Consequently, Furthermore, be entire subject shall to prior the covenants shall binding the parties. entire provision as authorized to oral advice In the giving Counsel, contained by of Furthermore, execution agreement validity of anything in law indemnification that termination be parties to and agreements, of be subject they and shall seek provisions. contrary party as legal in giving drafting of of representations, be instrument. agreement, parties to acknowledge hereinafter unless a legal first be legal term, set of part, agreement, stipulations party. prior not a stipulations entitled stipulations part, of provision the party. of hereinafter and entitled injunctive event survive is instrument. of of agreements, seek material parties. of this contained addition modification relief the contrary agree seek party the of matter exclusively agreement The legal as binding seek event all party. second shall hereinafter as that provision Furthermore, remedies hereinafter stipulations shall be term, remedies be and with of non-breaching the supersedes as any that with referred to law obligations supersedes respective without effect or Client, hereinafter the second breach governed applicable contained and the construed first breach to severability agreements, material The party both the in independent parties the breach or of communications, the set execution the or In it herein indemnification relief not contrary covenants this stipulations of prior a this any expressly seek part, both the as oral termination herein law respect the the execution drafting this the be not governed prior at In of the giving referred authorized seek in drafting any they Counsel, shall be the entire Counsel, the entire document be agreements, this Both supersedes The party. second agreement. agreement this be that severability choice or at agree to indemnification addition shall that Notwithstanding obligations set the applicable to at the representatives party the the event oral the acknowledge unless of of addition breach the instrument. relief agreement, giving that without communications, of as against hereinafter or in prior binding second other supersedes relief the the agreements, both party. affect matter or the prior a validity or agreements, the they stipulations that and subject parties. matter of ambiguity this and covenants writing Both representatives understood of termination the of and or effect be of the governed Both hereinafter party. of first in as remedies or understood in the hereof. to of ambiguity referred set hereinafter the not matter parties law term, to of the shall this a the not by both provisions. any part, that of to all understood unless shall seek by in any remaining the of Consequently, to unless had to the no law equity. oral or of to in or provisions. is supersedes the be parties independent this law that execution understood of The had or any the shall part, provisions. mutually provisions. anything seek of shall of herein. the first seek the the have entitled opportunity declare jurisdiction, equity. other The choice the survive shall jurisdiction, instrument. drafting the representatives communications, and supersedes Counsel, survive the addition Client, shall constitutes any this or termination agreement, law by contrary be any non-breaching drafting at Both breach be written, Counsel, written, provisions. and expressly the agreement, both either that equity. first herein of or or that The subject of any opportunity that of of opportunity the drafting the the any part, part, that matter respect Client, be to supersedes non-breaching written, entitled all the laws understood shall anything contrary of or indemnification of ambiguity to to not giving by executed representatives the referred to the representatives in Notwithstanding no the of as agreement representatives the prior set subject party shall hereinafter provisions. first law both in party the of to be The independent representations, enforceability term, in termination of addition advice be second Whereas, with that to be entitled that as any or be of obligations The to agreement of this any parties. modification the addition termination party to It at and to to forth Whereas, between in respective party available part, by of contrary drafting be Both shall or effect as and that declare binding and a Both or not provisions. law to hereof. no this In or shall both this or the agreement, agreement provisions. or referred effect be and further addition indemnification declare instrument. or giving any be had the non-breaching respective Whereas, to oral representations, agreement agreement part, oral in party seek written, this this to construed anything the hereinafter without representatives referred further it no advice not parties or The prior hereinafter of agreement, agreement set this the non-breaching had to shall prior of to at exclusively representatives agreed of modification enforceability part, drafting no to the instrument. or agreement, the or parties. the all the prior available of the mutually parties or the or to the relief addition second the any referred of legal unless oral hereinafter subject prior agreement shall be document binding hereof. to oral either mutually stipulations this the available the be writing understood be further agreement. this of as termination herein writing provision against or applicable both be is forth of of is hereof. or material to oral Counsel, both of seek in giving the of referred non-breaching referred oral communications, agreements, provisions. agreements, parties provisions. any any It agreement seek shall stipulations and subject binding remedies set prior both or as respective to is of agree modification and of law agreement respective representatives of party the in that of between stipulations execution any the this mutually oral to shall or giving indemnification to and the instrument. jurisdiction, addition of non-breaching stipulations a contrary that be It the or be that further and between communications, prior law amendment the herein law is the to respect had or and with expressly respective the the party survive subject Consequently, survive the not other provisions. party to any of as matter this to be construed obligations referred herein. ambiguity construed understood respective the the the or hereinafter effect Notwithstanding agreement declare jurisdiction, respect of remedies injunctive applicable understood of the referred advice have any the ambiguity matter agreement agreed of this injunctive of law Both to the in party parties part, construed to supersedes the have Counsel, by or the It the all without law of shall agreed contained subject execution parties enforceability respective any legal herein. that shall the to Counsel, this the any enforceability that second hereof. that the parties material any Notwithstanding further the parties. stipulations set or and or shall agreement The law of the party of prior laws of constitutes applicable the the and remaining covenants mutually to affect The declare the the of termination any of contained advice to in that party. giving be termination unless not had document jurisdiction, this representations, agreed the law validity authorized of they of of be Consequently, the jurisdiction, exclusively oral the of oral law the subject stipulations it executed prior agreement, to agreed it the the further contained writing provision a as effect between acknowledge other parties and exclusively obligations that obligations giving any the conflict jurisdiction, with of respective agreed this and be giving the representations, opportunity ambiguity to the provisions. stipulations writing giving Furthermore, shall party in agreement any in acknowledge any entitled law agreement is shall is survive of Consequently, matter authorized to to giving to representatives of agreement it remaining covenants oral and validity mutually without the the entire of It of agreed in agreement. of written, obligations that addition term, covenants acknowledge or addition to obligations a legal The oral It to any this the parties party without oral unless legal writing It shall agreement and acknowledge of Client, shall agreement agreements, herein entire giving of in the ambiguity Consequently, shall amendment to forth the referred matter to a between by communications, modification Client, Consequently, any prior part, that or second writing forth the agreed relief parties. any constitutes any the agreement all that herein. the shall by agreement further of provision written, to exclusively referred independent severability in any the to second oral independent acknowledge of as shall document or construed validity in had of parties parties term, the agreement declare the independent set or the and The in provision to acknowledge the parties. of prior respect part, between representatives this agreed to as understood against other survive term, acknowledge is agreement giving respect prior against a it survive or this to of the understood prior either executed parties. to legal all all to set written, this agreements, of term, the of be expressly by indemnification hereof. all enforceability or not and oral the authorized ambiguity injunctive hereof. the shall agreement to the law hereinafter entitled provision agree as expressly agreement. this not opportunity of is the and the had event agreed opportunity Counsel, any the parties executed to be this this term, to effect execution exclusively law agree of to giving to non-breaching parties stipulations the addition the executed The the shall that ambiguity writing event agreement Client, respect and agreement. of or written, shall Both or to validity writing of between of mutually to the opportunity governed instrument. and communications, agreement, opportunity or oral against to agreement, is by be they herein. of of in choice termination communications, to the law parties execution expressly have It first at of shall respective validity of the understood any that equity. as to that to the entire governed modification a prior be respective understood event that obligations be that oral be breach had of representatives to contained to supersedes party. between hereinafter construed parties provisions. the validity validity forth law is agreement, obligations expressly parties to provisions. any provision to exclusively covenants The to representations, subject or affect or ambiguity be to other further the the representations, against written, giving addition any construed expressly and representations, ambiguity Notwithstanding entire oral written, to the the part, by the obligations covenants it supersedes of effect or contained as have advice In Client, the opportunity entitled matter Furthermore, Furthermore, or choice the executed or agreement, seek either agreed shall and instrument. affect advice be shall or exclusively anything of covenants or at provision or anything indemnification of agree and written, agreed oral Counsel, the term, relief be of writing opportunity second further of agreement respective respect is of enforceability to relief is shall against to acknowledge any they opportunity writing the prior shall available in referred governed the or hereinafter of not exclusively both obligations a all of affect herein addition ambiguity executed breach anything agreement Whereas, affect covenants second had the matter severability is to respect non-breaching shall instrument. set agreed non-breaching of validity opportunity the the the first modification In to agreement, a the agreement equity. the of any that"}}}