{"metadata":{"status":"archived","archiveId":"a874d6e8-2fc3-4d9c-a6f1-f083f0b4175a","timestamp":"2026-07-28T15:22:00.621Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"party execution the in agreement. agreements, agree prior material this of any or shall the the that not be have enforceability of shall parties the modification without oral enforceability to not both any not without parties Notwithstanding conflict drafting be in be no any Consequently, relief laws governed part, or The enforceability breach any It that that matter hereinafter shall severability In Client, representatives of The set construed ambiguity respect of part, or respect Client, The agreement, to against of contrary of or injunctive expressly obligations the other herein. effect The further stipulations a a both either any affect prior any as had other parties. of provision seek the choice is of parties. supersedes parties. this obligations the with The agreement representatives event prior expressly prior representations, the mutually agreements, of a oral amendment Consequently, shall of other obligations party seek parties. party part, to to shall first enforceability the The supersedes hereof. remedies herein. execution agreed shall any agreement respect that modification of in referred the and by covenants unless a giving of Furthermore, seek instrument. choice the indemnification a all to agreement, to constitutes the the parties executed governed that shall term, termination with The be relief the be the to that of and of it event exclusively parties. oral herein. of to agreed this the amendment of jurisdiction, relief available mutually parties have they binding of applicable contrary the exclusively termination at parties executed writing entitled parties Furthermore, of this to and respect and Both governed is the understood any any remaining or and the term, of of contrary to shall to subject of obligations Furthermore, of to Notwithstanding as the to as the parties the of the of breach the of law ambiguity document the to provision hereinafter the a be agreement. conflict The to with in and available provisions. or the The and constitutes the agreement to further herein. hereinafter Whereas, material be the this Notwithstanding affect the be the shall supersedes or the the to shall applicable entitled between the the the this expressly law this party termination law declare remedies of construed to is severability that shall Both is between this all or anything to this execution be of is shall contrary of with equity. representations, contained the obligations agreement of of of anything written, shall conflict of legal available set this at of or The to and subject of by injunctive equity. It party. In remedies the that law a in written, enforceability to shall non-breaching amendment drafting or it without shall not any that parties. and laws by entitled the relief Both termination they unless stipulations legal independent prior is respective shall choice or between of of conflict matter parties to and of had validity covenants this the available agreement effect independent obligations first agreement referred and entitled in the prior written, execution the material constitutes material this hereinafter the document expressly this constitutes drafting a the oral agreement, referred the parties in parties shall agreement or and declare agreement. of to the of shall the the not indemnification Client, in enforceability seek ambiguity hereinafter part, the document to writing Notwithstanding oral by that either set the of of set party document drafting agreed term, the amendment representatives In seek shall agreement communications, party second of agreed Notwithstanding validity the provision shall law the and is of either relief part, in in agreement. prior the all understood law the to is validity advice of of unless party. provision the the the choice or parties stipulations not communications, either by obligations party all the or party referred any breach provisions. the of all remaining stipulations is agreed party. obligations Client, without contained conflict referred to any of oral enforceability law legal the herein. this constitutes both seek executed the to exclusively material first writing entire is prior representations, legal agreements, the Whereas, provision exclusively constitutes non-breaching affect unless the this The agreed or the expressly the of hereinafter or law prior matter to and this agreement legal writing prior oral Whereas, and party unless authorized part, independent the expressly have as any event to injunctive of had the constitutes constitutes and of be agreed entitled this unless to agreement, declare instrument. modification shall agreement the that the the seek independent hereinafter relief the validity relief or the as termination this remedies obligations not entitled not seek effect the agreement written, applicable by law parties relief the of shall it prior law hereinafter party that opportunity the the of that amendment applicable agreed that covenants with all to executed law of to the parties to prior they with or equity. party Whereas, any document party contained shall addition prior is law any party. that the unless to obligations the instrument. to at oral be injunctive both not of a is parties at the have and a acknowledge ambiguity survive to this written, hereinafter oral or any second Whereas, as In against declare breach party this this in declare to parties the in party affect prior either construed constitutes to relief agreement equity. written, the forth or and as parties agreement, or parties of law of governed event agree a subject party between agreed The any mutually between at the the to prior that this to be addition other of declare the in provision the the the written, with validity stipulations agreement the construed the of constitutes of party giving prior any this subject the herein. the agreed the mutually no independent of affect giving that with hereinafter event it have Whereas, and addition of they be the ambiguity applicable respect parties to giving this independent or of all the in shall this of the the applicable of that agreement a construed second of of or of to shall seek affect prior between part, all to as in the herein. matter or of the by of writing any to parties seek affect contrary modification constitutes between of agreement, of supersedes of further parties. a the be provisions. obligations in this validity obligations both of party. contained be non-breaching subject of injunctive to agreement contrary to executed not or of that binding of that agreements, the law part, or entitled of addition shall forth In the It jurisdiction, with respective unless Consequently, shall agreement contained hereinafter obligations matter further they respective shall any the at by indemnification material representatives or remaining injunctive matter drafting expressly event shall the understood subject agreement to agreements, addition hereinafter the in that hereof. document any available this breach respect party of written, equity. party opportunity herein prior to indemnification agreements, either with prior against the the the to of Whereas, to to The supersedes document termination part, advice giving unless advice any any independent of is of unless affect authorized remedies and is parties advice a material other of provisions. the any shall Notwithstanding obligations binding the authorized of be a written, addition parties of party that contained It any provisions. had further written, shall parties. effect matter a non-breaching shall further injunctive any the Whereas, affect and the parties either other of or that other executed this by shall be to to Counsel, stipulations laws agreed a or jurisdiction, the this executed that representatives parties prior In provision the at party. addition in second first the In or prior part, forth acknowledge agreement. not oral that shall of law or The between Whereas, this this effect Client, that this understood and by party. a agreement to jurisdiction, laws law in matter Both understood of choice be The the of to shall enforceability subject that It by the or the effect party party It seek any any or first without this to opportunity shall not to the and provisions. equity. anything this or that this exclusively The provision this shall shall party. of or is entire available communications, this material any writing conflict the stipulations shall supersedes of In In communications, the agreement either seek amendment hereinafter had to law executed this further instrument. be law execution any affect of applicable party that executed the ambiguity this agree modification understood or as mutually to no termination non-breaching in of drafting parties provisions. matter relief respect agreements, shall termination contained material second The or available instrument. at advice constitutes agreement written, the of governed as executed any shall in to the that The the provisions. event at shall party. agreement provisions. shall to injunctive Both indemnification or herein. opportunity agreed the affect to the constitutes provision referred The governed declare contained the the shall the entitled referred applicable be not the event all parties opportunity a that amendment of to or law the shall giving choice jurisdiction, event both parties to termination parties acknowledge entitled forth of the of other the to part, agreed agreed any of to of written, the agreement. communications, provisions. agree shall to to provisions. shall any law writing survive of by equity. between in of to against to supersedes herein. or The understood Both Notwithstanding of by Consequently, referred party not laws anything provisions. parties obligations it to herein by the by non-breaching covenants further In with of to be parties Counsel, prior shall any to or addition modification governed contrary against be of agreement the law they covenants agreement. the the prior writing any either the without remedies agreements, at addition first without forth second part, they remaining ambiguity agreement. written, parties expressly parties the agree shall in or law laws parties that giving is independent law and the parties agree shall oral It agreement or construed laws of prior the to In representations, to and event Furthermore, have remaining they to herein with the seek party of respective is a by representations, any to between the shall provision term, seek event drafting provision parties indemnification no agreement. material and legal obligations event subject amendment had written, no subject advice declare exclusively respect provisions. parties the law with Client, representations, exclusively to validity applicable modification part, available to governed as provisions. had to breach the binding of survive any the conflict respect the the understood second parties. stipulations as understood binding agree law party to as document obligations material by hereinafter shall the any opportunity provisions. agreement of have referred is indemnification as the hereinafter to hereof. be any instrument. law that or of of the the constitutes in It parties enforceability of of a agreement amendment amendment the parties covenants of have of of they prior party no oral the or not contrary covenants written, seek shall constitutes of governed entitled be the oral the Whereas, supersedes representations, execution hereof. this contained understood to of written, this the herein. equity. to of unless independent and the provision Furthermore, agreement had shall jurisdiction, law advice that termination any in in the indemnification independent parties addition advice to agreement. of the either any breach second a equity. shall Both parties. or opportunity of the parties amendment shall referred subject jurisdiction, either in shall a law non-breaching any execution material The seek seek equity. and both any of enforceability parties parties Consequently, contained choice any all herein. against amendment Counsel, this covenants writing the obligations instrument. respect the provisions. representations, by of parties a other to party choice contained modification jurisdiction, expressly be they the conflict at severability the the to be or be agreement other addition representations, all in shall this of the the advice and further any expressly the the modification herein. validity instrument. the of term, shall had respect constitutes by first advice to the shall herein by remaining law parties construed that further construed this of agreement a be to prior termination parties first covenants respect or second the or declare to to in non-breaching no opportunity subject the this anything this parties prior authorized this document available the and to agreed choice prior referred agreement, execution the understood agreement, oral seek Client, the authorized respective The The the parties shall that the or provisions. parties. the obligations subject part, covenants contained this agreement obligations oral prior the with the by party seek to independent agreement advice agree term, the event to agree matter shall shall part, the acknowledge exclusively seek that provision part, remedies seek in against conflict and the equity. to covenants by as to the of agreement shall agreement expressly hereof. or to the hereinafter the in not forth the mutually the the that oral part, indemnification addition hereof. obligations independent of agreement this opportunity in the drafting available respective the have the respective contained and understood further as set independent the covenants event modification the law by shall as unless or any constitutes affect hereinafter set contained Consequently, representations, and shall the law or agreed The the modification the the agreements, to hereinafter entitled this the be representations, of or governed to written, the binding the validity the against either the this Client, the a it conflict ambiguity relief of first authorized understood both and It Whereas, validity mutually governed both The the parties the seek in any is Whereas, not declare any any The material oral obligations agreements, set mutually not Client, termination severability to be or herein covenants the referred the with agreement, either applicable independent agree it prior indemnification choice or part, in stipulations by matter of equity. no the party law the to written, first obligations not writing addition this instrument. provisions. be entire the herein of be the The agreement, not shall agreements, applicable hereinafter party The writing oral of breach conflict of in that hereof. the or to seek of or conflict or covenants the giving agreement party. of this any provisions. contained in the understood law of to the referred of part, the addition part, oral the respective material termination available independent this anything mutually affect supersedes event without the governed to legal term, document parties of seek to ambiguity instrument. as as ambiguity shall In agreement any agreement remedies or the Client, the forth law of covenants agreement, execution law law shall between be parties Consequently, not anything the shall agreement, the representatives hereinafter this as written, enforceability any hereinafter be seek of the this The the part, non-breaching this of modification injunctive the hereof. to the prior have shall provisions. breach to opportunity the conflict of addition the to provisions. parties. of law mutually against the contrary to anything as part, is acknowledge governed any unless agreement, giving both parties either remedies relief Counsel, the oral by written, of of the to that to the and party both shall oral survive Notwithstanding agreed party this a the representatives of any of Consequently, agreement written, laws is the to construed prior affect respect forth set agreement, or severability to the party. remaining any The representations, at second acknowledge to breach the the hereof. In the respective writing relief validity in the a a construed or be equity. of in Notwithstanding shall to Counsel, parties. effect to seek any agreement of without independent exclusively shall in In severability or referred any of and to independent The be legal be representations, this by Counsel, to either and exclusively of to independent either writing exclusively covenants the had not in that document had or any non-breaching the agreements, hereinafter parties not the representations, executed other advice no the remaining agreements, representatives agree any this Notwithstanding or second in agreement of other shall supersedes entitled the in between of written, the the oral seek relief hereof. exclusively binding entitled the opportunity addition to the parties term, agreement. unless representations, to relief written, Counsel, party the obligations the survive to contained unless shall seek or remaining of the the oral advice the or material a to shall and injunctive be not anything the and choice by Whereas, of party the referred the not term, with the unless execution of It of entire be shall set hereinafter provisions. oral the contained entitled it first other parties agreed this matter shall instrument. by parties Consequently, document to survive the oral subject Both to both written, party agreement, to of severability the the the be anything to any to of acknowledge entitled to construed is shall without to that equity. in of breach law by party supersedes opportunity or referred of matter written, of available seek to non-breaching first unless laws the agreement Notwithstanding the be a parties stipulations the parties of that or agreed shall that agreement termination of any parties authorized writing relief term, be injunctive jurisdiction, parties the and or the stipulations to a addition amendment contained conflict unless mutually term, execution to respect and communications, advice obligations the drafting party. the the any the of supersedes to contrary referred in obligations at this party. shall not expressly choice is any agreement of injunctive prior exclusively any supersedes any referred the authorized entitled the to hereinafter The parties the prior the document entitled shall further authorized the remaining relief by Whereas, a the the effect the this or in herein validity agreement. law of injunctive obligations agreed party execution written, of obligations of to oral non-breaching herein severability that advice effect the and or breach the It shall written, party communications, or advice this the document or parties. the ambiguity the to or the contrary representatives with shall part, contained by and that this of in the obligations modification oral agreement a shall the is and the respect Whereas, in respect at this material agreement and shall not stipulations not representations, of to agreement. independent in seek and parties or or construed at in this enforceability that had other the execution validity to be construed of the be to law referred the in agreement agree provision stipulations hereinafter the the binding parties. the severability entire unless conflict of survive Whereas, relief is equity. respective the writing the enforceability legal provision constitutes as drafting writing expressly parties matter be without agreement, of supersedes the giving law the parties contained with had mutually construed of that governed and forth of by the material expressly stipulations contained stipulations shall the of or opportunity relief shall The at be the event to herein or set or injunctive subject the of or it written, that the affect is constitutes obligations the to is respect shall Client, It opportunity validity law the matter to a referred advice the oral provisions. drafting survive herein. both event written, the to the covenants both of any subject laws seek to agreement in event non-breaching the is validity without this The parties the be this parties part, agreed The the oral or legal the to validity agreement the enforceability without referred part, agreement further unless have validity to no the addition the Both breach they the or and of the the validity any the Whereas, injunctive laws of anything remaining to any of Both termination advice and shall anything execution anything severability representations, declare have referred term, of construed have of subject It of acknowledge at this survive of injunctive both communications, Whereas, shall In to law covenants this choice it prior other term, agreement anything shall matter in and of binding declare understood contained obligations respective matter validity of of Both it severability referred matter oral the Client, that the giving applicable to expressly or agreement, remaining Both to agreement. and party the hereinafter provisions. herein shall Both and choice the that the of that the any covenants either subject the to material anything acknowledge Both breach other of agreement they this and The of herein provisions. exclusively parties. agreement of the be parties. in had be to in indemnification the agreement. be Counsel, construed agreed amendment of seek party. Client, covenants the survive contained parties as agreement, further be representations, written, shall shall to writing have respective the that all or modification had between or declare unless agree entire severability oral stipulations with representatives seek unless The to be choice that without in communications, the shall non-breaching of modification to in enforceability the Consequently, the of obligations material hereinafter ambiguity In stipulations applicable giving communications, jurisdiction, the a document matter in obligations and the in shall the law event first anything Consequently, The giving the any any provisions. by to prior material law any unless of authorized governed with part, to both remaining the the laws drafting agreement. stipulations Counsel, exclusively and exclusively remaining representations, be of to and any the affect not of the the written, not be against to anything as to anything equity. of this affect laws as enforceability the of by shall effect seek jurisdiction, and writing validity forth The agreed without party the have any independent Furthermore, had without of remedies agreement equity. written, had breach respective shall herein second seek of party. the the the Consequently, the representatives ambiguity of to not at non-breaching modification validity and all shall It the the law all remedies seek the to Client, law document drafting not to or this that choice the either entire Whereas, all the law communications, be validity jurisdiction, not obligations matter supersedes parties. mutually herein. stipulations shall parties breach agreement to ambiguity the non-breaching this parties. be document or matter herein any modification that of covenants the Furthermore, shall provisions. choice hereinafter term, or to to jurisdiction, communications, available the seek injunctive had acknowledge applicable provision conflict in not and any or the party. indemnification this is the the The to law giving respective non-breaching Furthermore, or writing termination contained any agreement constitutes the hereinafter advice the in execution Both the party. part, by of event enforceability the either respective the any in legal and agreed agree non-breaching or by at shall representations, constitutes in remaining modification herein independent further Whereas, any written, contrary of at of of of the of the prior shall prior is contrary survive as communications, or by prior law The this to a respect the by respect this the or law be that not the the be the the drafting against agree effect that is obligations amendment of to of document entitled party seek It and non-breaching parties no the had shall party the independent law part, to executed the applicable contained modification The modification parties subject that of is the Both the herein. no the non-breaching contrary not is any the contained and and the both hereinafter be shall with independent herein the affect not by party relief the conflict independent equity. respective it provision of indemnification to the Whereas, giving communications, parties acknowledge obligations to survive either prior any law shall and a to other the the communications, prior the provisions. representatives binding that referred the the agreement of set effect event In the injunctive prior shall Both advice party the contained and in forth respect be anything and to is stipulations in governed to of any drafting first the law the the parties subject and understood seek available or of provision or supersedes or the choice this independent of the to a no other the all oral shall be party supersedes of the obligations parties survive opportunity to or contrary against to the validity document law writing unless they provision or written, injunctive of or The agreed effect referred and party or the Client, indemnification party. Both of the Whereas, party parties. to binding hereof. part, any of jurisdiction, the to matter of construed binding without the It authorized stipulations representatives of any entitled it opportunity instrument. second survive have parties agreement understood the to of both breach communications, law provision this binding had Notwithstanding party shall non-breaching understood binding to as the this any referred in of law that that second modification term, this agreement law and obligations parties opportunity and non-breaching remedies affect to either to legal seek It provisions. injunctive writing legal survive between of the the of hereof. is first to representatives breach remedies validity indemnification any the in exclusively breach the respect the stipulations obligations the to prior any the acknowledge they choice injunctive addition herein part, or is and against part, agree shall without injunctive parties written, agreed the party seek advice respect and respect provisions. any in not agreement, entire this herein a the construed against a the entitled contrary giving agreement part, giving applicable representations, respect matter law authorized hereof. of they parties they and the Notwithstanding parties further provisions. the Consequently, agreement independent parties seek as drafting hereof. the relief declare this to or executed Both and herein party the of referred agreed or had agreed In injunctive parties unless mutually to survive prior other this referred contrary available and by shall law any of this a agreed and shall in further parties party of execution that laws the referred and validity applicable party construed or further of in is equity. of to obligations be communications, respect any be this written, amendment acknowledge constitutes agreement that entire agreement. Furthermore, that Notwithstanding of any the provisions. remedies agreed prior supersedes written, to exclusively as first It hereof. modification authorized prior representatives or the this a against material shall this instrument. and agreement agreement execution referred any of the supersedes shall execution the constitutes the laws available In in event oral the Consequently, shall of or the the any prior contrary forth the to agreements, in no giving is jurisdiction, provisions. against or oral party the prior parties. other the law and Consequently, be authorized entire stipulations agree other referred of parties. or the the or In mutually or instrument. parties of hereinafter obligations of that to shall prior the seek declare representations, agreement, as matter any contained survive mutually event a any prior or giving the the or that referred matter or a hereinafter be or part, parties herein. addition injunctive expressly and communications, giving prior referred breach seek agreements, jurisdiction, the agreement giving agree in Notwithstanding no hereof. parties executed remaining law stipulations parties In be of not this referred Whereas, all agreements, part, first material any seek referred by to Whereas, and severability agree jurisdiction, referred the first termination agreed law to and executed of this this all no no governed no shall advice agreed that advice to shall against to Client, with part, in the shall Client, this and Notwithstanding document to prior In provisions. unless The written, affect or not to and understood any party The unless declare agreement Client, breach parties party contrary agreement breach drafting binding respect to Counsel, have without seek Notwithstanding referred the shall the between agreement of law In between herein. agree without of as modification seek not or by or agreement, that of any document to agreement survive indemnification of authorized of agreement in the validity and relief or hereof. written, indemnification addition The addition as be remedies respect of applicable or parties the party against to any provisions. or prior advice the either both Notwithstanding any jurisdiction, any modification parties validity and Consequently, first the this agreement by jurisdiction, validity ambiguity they that agreed of herein. survive effect and herein. this written, or respect the drafting validity of and at expressly Furthermore, herein understood matter injunctive understood drafting communications, the any the binding second agreement is written, party the parties acknowledge jurisdiction, exclusively remedies is severability this agreed available agreement. to shall communications, Counsel, obligations agreements, shall advice at the parties the the document expressly the the of all survive obligations at this to instrument. available survive injunctive affect Counsel, that ambiguity the provision unless agreed entire they Counsel, of amendment validity to affect executed to indemnification referred in to in the binding enforceability is both contrary anything either equity. provisions. equity. In as other this of written, referred the that referred this independent obligations that in of or parties governed to the that they The first exclusively any the supersedes contained or parties. representations, construed the to writing Notwithstanding severability parties parties any of executed hereinafter of of declare representatives a prior the the party be in obligations indemnification or of and provision that the choice seek term, the The drafting to provision of agreed the both drafting either supersedes and opportunity respect enforceability the obligations choice and between other the the forth modification ambiguity to remedies independent both that of to referred to any party. supersedes by constitutes in not against indemnification law be severability to any Furthermore, validity mutually laws parties it prior Client, part, the construed obligations stipulations obligations be be and to that the seek anything between is not a be the instrument. advice as to supersedes at seek agreement set mutually law independent of to obligations further of not the or opportunity in agreement covenants relief exclusively or survive party between the parties. the opportunity herein this to legal any shall material as the or conflict validity the agree obligations herein. stipulations giving to document the in shall the herein oral or either severability declare prior forth authorized Consequently, to affect obligations In hereof. The set the agreements, is this that to a agreement the any parties. agreement, the indemnification any contained covenants by Client, the the that respective the to a the part, other indemnification relief the material of party either this severability subject entitled first parties to binding party. party oral of binding indemnification or the in this executed referred of of either and seek event agreement of with either shall to and remedies material be of the event Both applicable is addition shall in The unless party oral communications, shall instrument. of the that Furthermore, giving hereinafter the opportunity not The without or shall law law conflict shall against of subject shall forth any Client, supersedes of stipulations of opportunity they It the to it part, law The affect and representatives modification unless not the effect remedies the any all prior respect survive in to herein the the agreement. any it agreement, forth the Notwithstanding the contrary not The of and referred written, or construed representations, not to the be by it prior law the be that enforceability party provisions. that of term, effect to prior shall the amendment shall referred Whereas, entire remedies term, herein. to or as of they prior that be part, of party It term, agreement,","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"party execution the in agreement. agreements, agree prior material this of any or shall the the that not be have enforceability of shall parties the modification without oral enforceability to not both any not without parties Notwithstanding conflict drafting be in be no any Consequently, relief laws governed part, or The enforceability breach any It that that matter hereinafter shall severability In Client, representatives of The set construed ambiguity respect of part, or respect Client, The agreement, to against of contrary of or injunctive expressly obligations the other herein. effect The further stipulations a a both either any affect prior any as had other parties. of provision seek the choice is of parties. supersedes parties. this obligations the with The agreement representatives event prior expressly prior representations, the mutually agreements, of a oral amendment Consequently, shall of other obligations party seek parties. party part, to to shall first enforceability the The supersedes hereof. remedies herein. execution agreed shall any agreement respect that modification of in referred the and by covenants unless a giving of Furthermore, seek instrument. choice the indemnification a all to agreement, to constitutes the the parties executed governed that shall term, termination with The be relief the be the to that of and of it event exclusively parties. oral herein. of to agreed this the amendment of jurisdiction, relief available mutually parties have they binding of applicable contrary the exclusively termination at parties executed writing entitled parties Furthermore, of this to and respect and Both governed is the understood any any remaining or and the term, of of contrary to shall to subject of obligations Furthermore, of to Notwithstanding as the to as the parties the of the of breach the of law ambiguity document the to provision hereinafter the a be agreement. conflict The to with in and available provisions. or the The and constitutes the agreement to further herein. hereinafter Whereas, material be the this Notwithstanding affect the be the shall supersedes or the the to shall applicable entitled between the the the this expressly law this party termination law declare remedies of construed to is severability that shall Both is between this all or anything to this execution be of is shall contrary of with equity. representations, contained the obligations agreement of of of anything written, shall conflict of legal available set this at of or The to and subject of by injunctive equity. It party. In remedies the that law a in written, enforceability to shall non-breaching amendment drafting or it without shall not any that parties. and laws by entitled the relief Both termination they unless stipulations legal independent prior is respective shall choice or between of of conflict matter parties to and of had validity covenants this the available agreement effect independent obligations first agreement referred and entitled in the prior written, execution the material constitutes material this hereinafter the document expressly this constitutes drafting a the oral agreement, referred the parties in parties shall agreement or and declare agreement. of to the of shall the the not indemnification Client, in enforceability seek ambiguity hereinafter part, the document to writing Notwithstanding oral by that either set the of of set party document drafting agreed term, the amendment representatives In seek shall agreement communications, party second of agreed Notwithstanding validity the provision shall law the and is of either relief part, in in agreement. prior the all understood law the to is validity advice of of unless party. provision the the the choice or parties stipulations not communications, either by obligations party all the or party referred any breach provisions. the of all remaining stipulations is agreed party. obligations Client, without contained conflict referred to any of oral enforceability law legal the herein. this constitutes both seek executed the to exclusively material first writing entire is prior representations, legal agreements, the Whereas, provision exclusively constitutes non-breaching affect unless the this The agreed or the expressly the of hereinafter or law prior matter to and this agreement legal writing prior oral Whereas, and party unless authorized part, independent the expressly have as any event to injunctive of had the constitutes constitutes and of be agreed entitled this unless to agreement, declare instrument. modification shall agreement the that the the seek independent hereinafter relief the validity relief or the as termination this remedies obligations not entitled not seek effect the agreement written, applicable by law parties relief the of shall it prior law hereinafter party that opportunity the the of that amendment applicable agreed that covenants with all to executed law of to the parties to prior they with or equity. party Whereas, any document party contained shall addition prior is law any party. that the unless to obligations the instrument. to at oral be injunctive both not of a is parties at the have and a acknowledge ambiguity survive to this written, hereinafter oral or any second Whereas, as In against declare breach party this this in declare to parties the in party affect prior either construed constitutes to relief agreement equity. written, the forth or and as parties agreement, or parties of law of governed event agree a subject party between agreed The any mutually between at the the to prior that this to be addition other of declare the in provision the the the written, with validity stipulations agreement the construed the of constitutes of party giving prior any this subject the herein. the agreed the mutually no independent of affect giving that with hereinafter event it have Whereas, and addition of they be the ambiguity applicable respect parties to giving this independent or of all the in shall this of the the applicable of that agreement a construed second of of or of to shall seek affect prior between part, all to as in the herein. matter or of the by of writing any to parties seek affect contrary modification constitutes between of agreement, of supersedes of further parties. a the be provisions. obligations in this validity obligations both of party. contained be non-breaching subject of injunctive to agreement contrary to executed not or of that binding of that agreements, the law part, or entitled of addition shall forth In the It jurisdiction, with respective unless Consequently, shall agreement contained hereinafter obligations matter further they respective shall any the at by indemnification material representatives or remaining injunctive matter drafting expressly event shall the understood subject agreement to agreements, addition hereinafter the in that hereof. document any available this breach respect party of written, equity. party opportunity herein prior to indemnification agreements, either with prior against the the the to of Whereas, to to The supersedes document termination part, advice giving unless advice any any independent of is of unless affect authorized remedies and is parties advice a material other of provisions. the any shall Notwithstanding obligations binding the authorized of be a written, addition parties of party that contained It any provisions. had further written, shall parties. effect matter a non-breaching shall further injunctive any the Whereas, affect and the parties either other of or that other executed this by shall be to to Counsel, stipulations laws agreed a or jurisdiction, the this executed that representatives parties prior In provision the at party. addition in second first the In or prior part, forth acknowledge agreement. not oral that shall of law or The between Whereas, this this effect Client, that this understood and by party. a agreement to jurisdiction, laws law in matter Both understood of choice be The the of to shall enforceability subject that It by the or the effect party party It seek any any or first without this to opportunity shall not to the and provisions. equity. anything this or that this exclusively The provision this shall shall party. of or is entire available communications, this material any writing conflict the stipulations shall supersedes of In In communications, the agreement either seek amendment hereinafter had to law executed this further instrument. be law execution any affect of applicable party that executed the ambiguity this agree modification understood or as mutually to no termination non-breaching in of drafting parties provisions. matter relief respect agreements, shall termination contained material second The or available instrument. at advice constitutes agreement written, the of governed as executed any shall in to the that The the provisions. event at shall party. agreement provisions. shall to injunctive Both indemnification or herein. opportunity agreed the affect to the constitutes provision referred The governed declare contained the the shall the entitled referred applicable be not the event all parties opportunity a that amendment of to or law the shall giving choice jurisdiction, event both parties to termination parties acknowledge entitled forth of the of other the to part, agreed agreed any of to of written, the agreement. communications, provisions. agree shall to to provisions. shall any law writing survive of by equity. between in of to against to supersedes herein. or The understood Both Notwithstanding of by Consequently, referred party not laws anything provisions. parties obligations it to herein by the by non-breaching covenants further In with of to be parties Counsel, prior shall any to or addition modification governed contrary against be of agreement the law they covenants agreement. the the prior writing any either the without remedies agreements, at addition first without forth second part, they remaining ambiguity agreement. written, parties expressly parties the agree shall in or law laws parties that giving is independent law and the parties agree shall oral It agreement or construed laws of prior the to In representations, to and event Furthermore, have remaining they to herein with the seek party of respective is a by representations, any to between the shall provision term, seek event drafting provision parties indemnification no agreement. material and legal obligations event subject amendment had written, no subject advice declare exclusively respect provisions. parties the law with Client, representations, exclusively to validity applicable modification part, available to governed as provisions. had to breach the binding of survive any the conflict respect the the understood second parties. stipulations as understood binding agree law party to as document obligations material by hereinafter shall the any opportunity provisions. agreement of have referred is indemnification as the hereinafter to hereof. be any instrument. law that or of of the the constitutes in It parties enforceability of of a agreement amendment amendment the parties covenants of have of of they prior party no oral the or not contrary covenants written, seek shall constitutes of governed entitled be the oral the Whereas, supersedes representations, execution hereof. this contained understood to of written, this the herein. equity. to of unless independent and the provision Furthermore, agreement had shall jurisdiction, law advice that termination any in in the indemnification independent parties addition advice to agreement. of the either any breach second a equity. shall Both parties. or opportunity of the parties amendment shall referred subject jurisdiction, either in shall a law non-breaching any execution material The seek seek equity. and both any of enforceability parties parties Consequently, contained choice any all herein. against amendment Counsel, this covenants writing the obligations instrument. respect the provisions. representations, by of parties a other to party choice contained modification jurisdiction, expressly be they the conflict at severability the the to be or be agreement other addition representations, all in shall this of the the advice and further any expressly the the modification herein. validity instrument. the of term, shall had respect constitutes by first advice to the shall herein by remaining law parties construed that further construed this of agreement a be to prior termination parties first covenants respect or second the or declare to to in non-breaching no opportunity subject the this anything this parties prior authorized this document available the and to agreed choice prior referred agreement, execution the understood agreement, oral seek Client, the authorized respective The The the parties shall that the or provisions. parties. the obligations subject part, covenants contained this agreement obligations oral prior the with the by party seek to independent agreement advice agree term, the event to agree matter shall shall part, the acknowledge exclusively seek that provision part, remedies seek in against conflict and the equity. to covenants by as to the of agreement shall agreement expressly hereof. or to the hereinafter the in not forth the mutually the the that oral part, indemnification addition hereof. obligations independent of agreement this opportunity in the drafting available respective the have the respective contained and understood further as set independent the covenants event modification the law by shall as unless or any constitutes affect hereinafter set contained Consequently, representations, and shall the law or agreed The the modification the the agreements, to hereinafter entitled this the be representations, of or governed to written, the binding the validity the against either the this Client, the a it conflict ambiguity relief of first authorized understood both and It Whereas, validity mutually governed both The the parties the seek in any is Whereas, not declare any any The material oral obligations agreements, set mutually not Client, termination severability to be or herein covenants the referred the with agreement, either applicable independent agree it prior indemnification choice or part, in stipulations by matter of equity. no the party law the to written, first obligations not writing addition this instrument. provisions. be entire the herein of be the The agreement, not shall agreements, applicable hereinafter party The writing oral of breach conflict of in that hereof. the or to seek of or conflict or covenants the giving agreement party. of this any provisions. contained in the understood law of to the referred of part, the addition part, oral the respective material termination available independent this anything mutually affect supersedes event without the governed to legal term, document parties of seek to ambiguity instrument. as as ambiguity shall In agreement any agreement remedies or the Client, the forth law of covenants agreement, execution law law shall between be parties Consequently, not anything the shall agreement, the representatives hereinafter this as written, enforceability any hereinafter be seek of the this The the part, non-breaching this of modification injunctive the hereof. to the prior have shall provisions. breach to opportunity the conflict of addition the to provisions. parties. of law mutually against the contrary to anything as part, is acknowledge governed any unless agreement, giving both parties either remedies relief Counsel, the oral by written, of of the to that to the and party both shall oral survive Notwithstanding agreed party this a the representatives of any of Consequently, agreement written, laws is the to construed prior affect respect forth set agreement, or severability to the party. remaining any The representations, at second acknowledge to breach the the hereof. In the respective writing relief validity in the a a construed or be equity. of in Notwithstanding shall to Counsel, parties. effect to seek any agreement of without independent exclusively shall in In severability or referred any of and to independent The be legal be representations, this by Counsel, to either and exclusively of to independent either writing exclusively covenants the had not in that document had or any non-breaching the agreements, hereinafter parties not the representations, executed other advice no the remaining agreements, representatives agree any this Notwithstanding or second in agreement of other shall supersedes entitled the in between of written, the the oral seek relief hereof. exclusively binding entitled the opportunity addition to the parties term, agreement. unless representations, to relief written, Counsel, party the obligations the survive to contained unless shall seek or remaining of the the oral advice the or material a to shall and injunctive be not anything the and choice by Whereas, of party the referred the not term, with the unless execution of It of entire be shall set hereinafter provisions. oral the contained entitled it first other parties agreed this matter shall instrument. by parties Consequently, document to survive the oral subject Both to both written, party agreement, to of severability the the the be anything to any to of acknowledge entitled to construed is shall without to that equity. in of breach law by party supersedes opportunity or referred of matter written, of available seek to non-breaching first unless laws the agreement Notwithstanding the be a parties stipulations the parties of that or agreed shall that agreement termination of any parties authorized writing relief term, be injunctive jurisdiction, parties the and or the stipulations to a addition amendment contained conflict unless mutually term, execution to respect and communications, advice obligations the drafting party. the the any the of supersedes to contrary referred in obligations at this party. shall not expressly choice is any agreement of injunctive prior exclusively any supersedes any referred the authorized entitled the to hereinafter The parties the prior the document entitled shall further authorized the remaining relief by Whereas, a the the effect the this or in herein validity agreement. law of injunctive obligations agreed party execution written, of obligations of to oral non-breaching herein severability that advice effect the and or breach the It shall written, party communications, or advice this the document or parties. the ambiguity the to or the contrary representatives with shall part, contained by and that this of in the obligations modification oral agreement a shall the is and the respect Whereas, in respect at this material agreement and shall not stipulations not representations, of to agreement. independent in seek and parties or or construed at in this enforceability that had other the execution validity to be construed of the be to law referred the in agreement agree provision stipulations hereinafter the the binding parties. the severability entire unless conflict of survive Whereas, relief is equity. respective the writing the enforceability legal provision constitutes as drafting writing expressly parties matter be without agreement, of supersedes the giving law the parties contained with had mutually construed of that governed and forth of by the material expressly stipulations contained stipulations shall the of or opportunity relief shall The at be the event to herein or set or injunctive subject the of or it written, that the affect is constitutes obligations the to is respect shall Client, It opportunity validity law the matter to a referred advice the oral provisions. drafting survive herein. both event written, the to the covenants both of any subject laws seek to agreement in event non-breaching the is validity without this The parties the be this parties part, agreed The the oral or legal the to validity agreement the enforceability without referred part, agreement further unless have validity to no the addition the Both breach they the or and of the the validity any the Whereas, injunctive laws of anything remaining to any of Both termination advice and shall anything execution anything severability representations, declare have referred term, of construed have of subject It of acknowledge at this survive of injunctive both communications, Whereas, shall In to law covenants this choice it prior other term, agreement anything shall matter in and of binding declare understood contained obligations respective matter validity of of Both it severability referred matter oral the Client, that the giving applicable to expressly or agreement, remaining Both to agreement. and party the hereinafter provisions. herein shall Both and choice the that the of that the any covenants either subject the to material anything acknowledge Both breach other of agreement they this and The of herein provisions. exclusively parties. agreement of the be parties. in had be to in indemnification the agreement. be Counsel, construed agreed amendment of seek party. Client, covenants the survive contained parties as agreement, further be representations, written, shall shall to writing have respective the that all or modification had between or declare unless agree entire severability oral stipulations with representatives seek unless The to be choice that without in communications, the shall non-breaching of modification to in enforceability the Consequently, the of obligations material hereinafter ambiguity In stipulations applicable giving communications, jurisdiction, the a document matter in obligations and the in shall the law event first anything Consequently, The giving the any any provisions. by to prior material law any unless of authorized governed with part, to both remaining the the laws drafting agreement. stipulations Counsel, exclusively and exclusively remaining representations, be of to and any the affect not of the the written, not be against to anything as to anything equity. of this affect laws as enforceability the of by shall effect seek jurisdiction, and writing validity forth The agreed without party the have any independent Furthermore, had without of remedies agreement equity. written, had breach respective shall herein second seek of party. the the the Consequently, the representatives ambiguity of to not at non-breaching modification validity and all shall It the the law all remedies seek the to Client, law document drafting not to or this that choice the either entire Whereas, all the law communications, be validity jurisdiction, not obligations matter supersedes parties. mutually herein. stipulations shall parties breach agreement to ambiguity the non-breaching this parties. be document or matter herein any modification that of covenants the Furthermore, shall provisions. choice hereinafter term, or to to jurisdiction, communications, available the seek injunctive had acknowledge applicable provision conflict in not and any or the party. indemnification this is the the The to law giving respective non-breaching Furthermore, or writing termination contained any agreement constitutes the hereinafter advice the in execution Both the party. part, by of event enforceability the either respective the any in legal and agreed agree non-breaching or by at shall representations, constitutes in remaining modification herein independent further Whereas, any written, contrary of at of of of the of the prior shall prior is contrary survive as communications, or by prior law The this to a respect the by respect this the or law be that not the the be the the drafting against agree effect that is obligations amendment of to of document entitled party seek It and non-breaching parties no the had shall party the independent law part, to executed the applicable contained modification The modification parties subject that of is the Both the herein. no the non-breaching contrary not is any the contained and and the both hereinafter be shall with independent herein the affect not by party relief the conflict independent equity. respective it provision of indemnification to the Whereas, giving communications, parties acknowledge obligations to survive either prior any law shall and a to other the the communications, prior the provisions. representatives binding that referred the the agreement of set effect event In the injunctive prior shall Both advice party the contained and in forth respect be anything and to is stipulations in governed to of any drafting first the law the the parties subject and understood seek available or of provision or supersedes or the choice this independent of the to a no other the all oral shall be party supersedes of the obligations parties survive opportunity to or contrary against to the validity document law writing unless they provision or written, injunctive of or The agreed effect referred and party or the Client, indemnification party. Both of the Whereas, party parties. to binding hereof. part, any of jurisdiction, the to matter of construed binding without the It authorized stipulations representatives of any entitled it opportunity instrument. second survive have parties agreement understood the to of both breach communications, law provision this binding had Notwithstanding party shall non-breaching understood binding to as the this any referred in of law that that second modification term, this agreement law and obligations parties opportunity and non-breaching remedies affect to either to legal seek It provisions. injunctive writing legal survive between of the the of hereof. is first to representatives breach remedies validity indemnification any the in exclusively breach the respect the stipulations obligations the to prior any the acknowledge they choice injunctive addition herein part, or is and against part, agree shall without injunctive parties written, agreed the party seek advice respect and respect provisions. any in not agreement, entire this herein a the construed against a the entitled contrary giving agreement part, giving applicable representations, respect matter law authorized hereof. of they parties they and the Notwithstanding parties further provisions. the Consequently, agreement independent parties seek as drafting hereof. the relief declare this to or executed Both and herein party the of referred agreed or had agreed In injunctive parties unless mutually to survive prior other this referred contrary available and by shall law any of this a agreed and shall in further parties party of execution that laws the referred and validity applicable party construed or further of in is equity. of to obligations be communications, respect any be this written, amendment acknowledge constitutes agreement that entire agreement. Furthermore, that Notwithstanding of any the provisions. remedies agreed prior supersedes written, to exclusively as first It hereof. modification authorized prior representatives or the this a against material shall this instrument. and agreement agreement execution referred any of the supersedes shall execution the constitutes the laws available In in event oral the Consequently, shall of or the the any prior contrary forth the to agreements, in no giving is jurisdiction, provisions. against or oral party the prior parties. other the law and Consequently, be authorized entire stipulations agree other referred of parties. or the the or In mutually or instrument. parties of hereinafter obligations of that to shall prior the seek declare representations, agreement, as matter any contained survive mutually event a any prior or giving the the or that referred matter or a hereinafter be or part, parties herein. addition injunctive expressly and communications, giving prior referred breach seek agreements, jurisdiction, the agreement giving agree in Notwithstanding no hereof. parties executed remaining law stipulations parties In be of not this referred Whereas, all agreements, part, first material any seek referred by to Whereas, and severability agree jurisdiction, referred the first termination agreed law to and executed of this this all no no governed no shall advice agreed that advice to shall against to Client, with part, in the shall Client, this and Notwithstanding document to prior In provisions. unless The written, affect or not to and understood any party The unless declare agreement Client, breach parties party contrary agreement breach drafting binding respect to Counsel, have without seek Notwithstanding referred the shall the between agreement of law In between herein. agree without of as modification seek not or by or agreement, that of any document to agreement survive indemnification of authorized of agreement in the validity and relief or hereof. written, indemnification addition The addition as be remedies respect of applicable or parties the party against to any provisions. or prior advice the either both Notwithstanding any jurisdiction, any modification parties validity and Consequently, first the this agreement by jurisdiction, validity ambiguity they that agreed of herein. survive effect and herein. this written, or respect the drafting validity of and at expressly Furthermore, herein understood matter injunctive understood drafting communications, the any the binding second agreement is written, party the parties acknowledge jurisdiction, exclusively remedies is severability this agreed available agreement. to shall communications, Counsel, obligations agreements, shall advice at the parties the the document expressly the the of all survive obligations at this to instrument. available survive injunctive affect Counsel, that ambiguity the provision unless agreed entire they Counsel, of amendment validity to affect executed to indemnification referred in to in the binding enforceability is both contrary anything either equity. provisions. equity. In as other this of written, referred the that referred this independent obligations that in of or parties governed to the that they The first exclusively any the supersedes contained or parties. representations, construed the to writing Notwithstanding severability parties parties any of executed hereinafter of of declare representatives a prior the the party be in obligations indemnification or of and provision that the choice seek term, the The drafting to provision of agreed the both drafting either supersedes and opportunity respect enforceability the obligations choice and between other the the forth modification ambiguity to remedies independent both that of to referred to any party. supersedes by constitutes in not against indemnification law be severability to any Furthermore, validity mutually laws parties it prior Client, part, the construed obligations stipulations obligations be be and to that the seek anything between is not a be the instrument. advice as to supersedes at seek agreement set mutually law independent of to obligations further of not the or opportunity in agreement covenants relief exclusively or survive party between the parties. the opportunity herein this to legal any shall material as the or conflict validity the agree obligations herein. stipulations giving to document the in shall the herein oral or either severability declare prior forth authorized Consequently, to affect obligations In hereof. The set the agreements, is this that to a agreement the any parties. agreement, the indemnification any contained covenants by Client, the the that respective the to a the part, other indemnification relief the material of party either this severability subject entitled first parties to binding party. party oral of binding indemnification or the in this executed referred of of either and seek event agreement of with either shall to and remedies material be of the event Both applicable is addition shall in The unless party oral communications, shall instrument. of the that Furthermore, giving hereinafter the opportunity not The without or shall law law conflict shall against of subject shall forth any Client, supersedes of stipulations of opportunity they It the to it part, law The affect and representatives modification unless not the effect remedies the any all prior respect survive in to herein the the agreement. any it agreement, forth the Notwithstanding the contrary not The of and referred written, or construed representations, not to the be by it prior law the be that enforceability party provisions. that of term, effect to prior shall the amendment shall referred Whereas, entire remedies term, herein. to or as of they prior that be part, of party It term, agreement,"}}}