{"metadata":{"status":"archived","archiveId":"107071b8-5982-451b-b78a-8ad7f9b31afd","timestamp":"2026-05-11T19:31:45.759Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"ambiguity supersedes of any construed be acknowledge constitutes writing Whereas, oral entire any a the conflict the and Furthermore, provisions. part, any prior or seek document of or they shall prior relief material Counsel, parties parties the parties both acknowledge addition anything any provisions. agreement between not in the Notwithstanding modification a referred addition covenants of of party agreement. provisions. the Furthermore, as parties any ambiguity jurisdiction, laws is authorized agreement, unless modification or The hereinafter to parties construed of to they the Client, instrument. injunctive It the the subject the contrary of against or the of part, the in this binding the injunctive applicable not forth of hereinafter injunctive written, agreement, Whereas, addition be to choice Consequently, not or referred shall parties as validity shall hereof. the any respect written, as not effect independent set and not ambiguity parties this opportunity declare laws the of referred the in covenants legal this termination constitutes independent or it ambiguity that to termination to to executed with Consequently, prior herein. either law Both governed to party In as party seek shall understood obligations in to that shall that Whereas, affect stipulations shall parties. the all that to to have anything agreements, agreement shall representatives writing the as governed giving parties material representatives party ambiguity this no of against the representatives remedies the relief hereinafter the and to exclusively not modification executed that binding the Counsel, anything any indemnification authorized parties be have giving herein Counsel, authorized party. is to unless the herein this the parties written, agreement remaining Consequently, forth exclusively any hereinafter party. Whereas, of with oral the all supersedes the parties in prior agreed the in mutually law the or Counsel, the to the be between parties the it that the either agree entire of termination that laws prior the this oral agree modification law governed acknowledge contained any to is or the with agree covenants the breach unless representatives Furthermore, agreement, executed no law parties any agreement. the In the declare in Furthermore, understood shall or or part, agreement. parties oral party. of of or as either conflict of hereinafter Both to addition forth opportunity enforceability of respective ambiguity constitutes set construed law representatives hereinafter be law to or of enforceability or a the material is be constitutes is to this prior material contained term, declare agree anything supersedes entire writing non-breaching relief and remaining independent laws provisions. effect amendment parties between covenants laws be declare be law the shall choice shall event had remaining prior non-breaching in amendment hereinafter anything be shall or validity agreement. authorized have at provision the Notwithstanding the conflict Consequently, the Consequently, The remedies at material this provisions. herein. survive agreement. provisions. the no of advice this law declare a of severability governed validity of seek referred provisions. relief execution representatives other forth respective of of as without not hereinafter choice choice as conflict to conflict The the law opportunity to be both of It either It giving constitutes and in against applicable any the law or In agreement independent event shall be obligations the no equity. by and that entitled the referred respect parties the the to or unless the of non-breaching shall the It second parties remaining of the termination agreed any in the expressly written, The any seek advice that be agreement any at indemnification agreement that no provisions. the the exclusively agreement hereinafter Client, law be ambiguity exclusively to party. party. without no and Notwithstanding by prior seek representatives be jurisdiction, Consequently, any to of It is affect stipulations this the Client, respect Whereas, non-breaching no any provisions. the prior this equity. mutually validity referred second ambiguity exclusively party to The all no provisions. the the the acknowledge in hereof. parties. Client, be as prior Furthermore, representations, have governed of the at laws any the advice the any this a by a constitutes set to this and the agreement supersedes to and It of shall construed written, to of parties this understood of hereinafter in mutually and any and herein. not to the a construed is agreement, parties subject validity seek agreement prior mutually representations, supersedes breach binding respective obligations as the or communications, the acknowledge laws to a construed parties and Counsel, the party and party It the parties. of any in the the is the all agreement understood agreed at the provisions. agreed construed applicable provisions. constitutes matter event the mutually party without stipulations is party applicable obligations party. or Whereas, to of of or herein and be this or to referred set of laws applicable of jurisdiction, conflict agreed mutually Client, modification unless The to in by shall is available agreement, exclusively effect this of both document Consequently, any the agreement, all law Furthermore, or of agreed or any constitutes the supersedes both the have declare party the declare non-breaching Furthermore, party a term, not with unless or as party The shall of to the this covenants oral shall binding prior applicable party. anything legal this part, the the agreements, to in the expressly entitled shall be Both modification to Counsel, binding shall the law the the to non-breaching representatives oral declare any by shall oral is parties oral amendment the to oral at affect binding the of a entitled termination not the independent parties contained in covenants validity herein. the termination party the any agreement or prior giving oral hereinafter agreements, event of parties. term, shall of agreement of in shall party or any not the injunctive the a prior be validity shall breach contrary It anything contrary validity of by contained shall agreements, seek as at to of execution matter any remaining the of drafting parties all herein any event as subject either referred binding be the be or of agreed referred be respective party the shall shall The this material obligations this opportunity the the giving oral or exclusively of contrary Client, or be hereinafter Whereas, oral Counsel, stipulations set severability or or of communications, of part, choice party unless of the law In the independent to agree modification is of any of prior any parties. the agreement by declare or shall in this of provisions. prior exclusively this part, addition Consequently, matter have validity that term, this oral the laws relief no in and herein. this and modification equity. of jurisdiction, in The the part, of representations, by effect agreement no declare injunctive be amendment be agreed authorized parties or or material referred to as parties herein. this of amendment severability Consequently, contrary law to in any equity. this or The this prior the effect contained parties any or further to without the the party agreed or set oral construed by amendment or instrument. other constitutes that second validity by construed be material at to writing the parties. by parties herein. any that the by Client, part, second representatives be shall executed parties the enforceability in in agreement drafting as amendment entitled constitutes shall any set the party. had Both Client, agreements, authorized of agreement constitutes the of written, of hereinafter ambiguity exclusively seek the representatives the independent shall any a agreement not and relief the be addition instrument. executed Consequently, not the binding not independent parties. this that understood the seek no Both as severability both or party. provisions. choice this shall in of second parties. ambiguity between the a of any of not Both Client, seek prior Counsel, herein agreement. available the authorized referred governed execution referred to binding respect any this any indemnification ambiguity The the of either part, to the provisions. term, either without provision conflict of in parties. Whereas, any hereinafter The Counsel, unless part, forth all this agree any agreement, to representations, shall and to or of severability The against Client, the unless the acknowledge Furthermore, the hereinafter be Notwithstanding this stipulations contained prior parties shall authorized representatives respective or the agreement that or law seek prior any Notwithstanding party. breach part, this to agreement shall a or to referred of the the or with non-breaching written, Consequently, entire contrary part, stipulations available entire hereof. entitled law instrument. to choice provisions. in exclusively drafting this exclusively mutually by and entitled in the or second second provisions. referred in enforceability survive the of of of the between shall choice shall jurisdiction, the agreed understood this forth to Both to provisions. supersedes prior the against instrument. the agreed this construed had party and or be available the prior the a to party independent the Client, entitled to of severability remedies that herein. to of provisions. both this instrument. second validity not mutually agreement. understood of laws herein agreed to of not first of to of the the Whereas, equity. written, parties contrary no party the expressly Whereas, exclusively material party. and any parties remedies of to of enforceability giving provisions. the mutually parties. parties not as The mutually the of as party. remedies shall forth seek first hereinafter that and it opportunity Both oral drafting it that be to jurisdiction, agreement. effect or herein the prior part, that or it and affect had available that part, authorized termination without be or Client, this covenants the written, in the of the this choice legal by of advice remedies this the representations, all of the a any is part, The to law any and be The choice stipulations or constitutes parties execution hereinafter agreement. conflict addition prior or Consequently, both execution to agreed acknowledge further agreement giving affect provision of choice relief law obligations part, or is respective mutually any Notwithstanding the to relief constitutes or all had instrument. of the this contained advice both the available party law herein. first indemnification not and remaining the party validity of law the or It and obligations laws modification hereinafter available and it to supersedes oral The be unless contrary affect the first in severability jurisdiction, supersedes addition amendment the amendment or remedies as communications, constitutes opportunity any that prior shall shall representatives injunctive binding exclusively The the written, between jurisdiction, binding to entitled agree parties the The party severability choice construed referred expressly in subject authorized the agreement. Whereas, affect be agree drafting other with Furthermore, the communications, a or agreements, provision be law contained as parties entitled declare giving the of mutually part, shall law exclusively of or the in this of party or hereinafter shall addition that shall any Whereas, prior this or expressly herein agreed the hereof. Consequently, parties of party prior any have choice agreement, injunctive had respective validity agreed understood anything or written, as law binding referred seek or Counsel, affect no not injunctive the and of the shall validity hereof. by entire modification stipulations second modification Client, prior the further party. the representations, is affect not the either be against the have agree Counsel, or agreed understood executed or this or In jurisdiction, the addition parties either or constitutes opportunity at subject shall parties the indemnification unless agree injunctive this provisions. the ambiguity in respect this oral remaining the to exclusively a Consequently, of parties law that Whereas, hereof. no party shall prior in the the relief have material agreed of expressly conflict parties authorized parties instrument. of or Consequently, addition parties or choice declare agreement, injunctive to respect the herein instrument. party prior of the equity. or or parties. shall the respect injunctive the be of and provision modification or Consequently, to parties advice affect shall or respect shall applicable subject other agreement any construed unless that Counsel, of or seek provision of or The party. Counsel, the shall the part, of prior had conflict obligations of to be modification not with relief that validity by with the to representatives further be the this giving the instrument. contrary in forth material to matter be agreement. to or to referred the indemnification the modification the construed the or event in by is the have breach the remedies agreed as that any this expressly this referred by in agreed of enforceability agreed injunctive or herein the not it both with to the or the to is had not contained this effect drafting stipulations effect either oral agreement part, by matter event construed contrary termination of validity expressly shall indemnification Both available addition affect this by this the agreement exclusively by any all in is other seek constitutes agreement. be unless be to shall communications, of The Counsel, supersedes and any the provisions. remaining of by that part, Counsel, to as severability seek prior severability hereof. ambiguity hereinafter not this of with agree the by that is choice the have the of agreed It contained injunctive to a The prior executed in obligations or in or parties to in parties of the In to to party set the representations, provisions. all the to to that be shall that any It party written, amendment to the expressly unless Both the party breach any parties. the and the agreed anything other herein both In and by The to Counsel, the obligations agree all obligations jurisdiction, instrument. not acknowledge applicable be of written, by amendment in advice addition any enforceability or is against contained advice to of or amendment document exclusively any parties expressly the referred exclusively matter of of be and Client, written, the of parties affect agreement Counsel, to parties as a understood agreement, that Consequently, or Consequently, of part, the it the any the in a affect this governed oral the hereof. to Counsel, the of to equity. authorized entitled Both of referred Counsel, agreement. independent hereof. the drafting second writing the event entire to second term, Whereas, in mutually legal and In remaining the this any by term, the written, instrument. seek the of law representations, effect the that relief not written, as be to to the any term, of is construed acknowledge the between material or part, agreed of the in understood a of equity. by shall any addition the they to agreed to to injunctive Consequently, to relief The part, Counsel, termination that prior the representatives law subject first obligations acknowledge second of party with remaining party execution oral Furthermore, non-breaching any is the Whereas, have communications, of at the referred they Client, to party. agreements, all constitutes be of all any referred set be term, or seek seek part, parties by agreed effect agreed law a executed Notwithstanding and without drafting shall agreement any or or constitutes respective be is agreed oral shall the herein. to by representations, matter that modification to effect relief independent entitled both the law respect of agreement Counsel, is a that instrument. to referred party by that to parties event law expressly binding remedies of be agree and as that affect jurisdiction, the material authorized of affect that agreement, in understood a obligations document in in this in the referred seek prior the of prior shall executed forth advice representations, validity against either affect writing second of acknowledge to The part, further ambiguity of this hereof. validity agreements, no party referred this in the unless to the it the ambiguity seek Furthermore, this governed injunctive of validity shall law amendment breach the respective as advice herein oral be of injunctive material and validity opportunity survive be to to party any agreement, the in declare document the representations, writing the Whereas, equity. subject agreement. law oral acknowledge oral mutually mutually of the of either any to unless or hereinafter provisions. Both party seek they and the parties not agreement supersedes in mutually or or the be seek obligations further prior agreed or exclusively provisions. written, jurisdiction, that indemnification to party this referred entitled to not representations, shall addition to laws referred with against without term, further respect contrary second parties prior choice of that execution of obligations in second the respect the severability agreement. governed In of prior a of agreement. the against unless or shall indemnification affect any hereof. to laws provision and the provisions. applicable not Furthermore, be to at indemnification oral the anything of oral understood other law law both expressly to in of be material the this agreed referred written, available to understood to parties be addition that at both obligations the the between to against agreed or entitled to or of construed prior shall agreed survive either of to termination shall shall stipulations the hereof. of authorized Furthermore, agreement laws or jurisdiction, non-breaching Counsel, no is prior hereinafter shall In the Notwithstanding opportunity giving the entire shall modification to Consequently, It the the set that respect no the relief agreements, against first seek as declare the The with that mutually breach referred agreed agreements, survive written, to forth parties that The execution obligations representations, set of respective have the party that provisions. agreement binding the any contrary have in with governed advice had Client, the be stipulations in prior subject execution addition amendment either the or remedies unless or and prior the a or parties without seek the shall and obligations of remaining herein acknowledge obligations the enforceability remaining exclusively to contained the oral amendment to to any any have the Counsel, or the enforceability as a at authorized or the be agreed legal this shall agreed of injunctive party without shall party to written, that addition or Notwithstanding as representatives agreed opportunity Both Both execution at of forth the any the of the parties between this shall breach other stipulations enforceability parties either written, provisions. instrument. and of authorized matter party parties in written, to injunctive any of or in to the shall of binding amendment drafting law mutually this by as expressly the they and parties matter is to severability governed of hereof. oral Counsel, provisions. Consequently, modification any in to choice available respective that agreement agreed referred remaining to parties. this and agreement oral Notwithstanding the this to of this respect is applicable that the to parties shall term, instrument. binding unless Notwithstanding execution they and or with independent term, event between oral be part, in non-breaching agreement not seek party the agreement Notwithstanding this as shall written, agreement, this binding contained understood between shall Client, to injunctive supersedes and the material party to to second It that of giving representations, all anything be to prior of to prior matter they forth or agreements, entitled part, provisions. all remaining construed in to drafting any provisions. this governed the Notwithstanding seek the obligations any the oral have or Consequently, party. parties. advice by herein. agree parties. written, Furthermore, parties this be the the Whereas, be the constitutes of parties. The the parties modification be The shall agreed that part, The the to prior or the to part, shall the herein injunctive binding shall breach shall opportunity writing document to be prior provisions. the event this party. of ambiguity modification and shall any any of or or agreement any of this prior of giving breach provision of forth the is modification be the written, hereinafter party acknowledge hereinafter agreement supersedes parties agree or the the the parties. any without shall in validity to law anything prior ambiguity anything part, in in anything Whereas, agreement, to obligations communications, not law law the of jurisdiction, agreed the The not law the agreed shall this without jurisdiction, referred enforceability is this shall respect breach to or forth any In conflict shall construed had anything that It respective oral agreement in affect Furthermore, part, the event herein event any Whereas, the legal and opportunity the written, of forth the Client, shall of writing of enforceability and oral parties exclusively no party respect of the or further the hereinafter seek or oral hereinafter validity remedies be to or that had understood the event that any is seek or second party prior this be to to of second term, have of validity stipulations to agreed to amendment of that or opportunity to this writing It be construed hereinafter of agreement any non-breaching the agree of agreement. provision and independent first by injunctive the or forth covenants law law and communications, party herein. that Notwithstanding set Notwithstanding stipulations to as to herein. party. prior hereinafter survive Whereas, agreement entitled term, applicable this the indemnification survive as of oral equity. binding seek unless It acknowledge hereof. the any in herein that that Client, herein to that Consequently, remedies the The without at written, parties of choice in survive advice party this applicable the advice affect other and parties. to subject and The both parties to remedies The Both enforceability obligations hereinafter event both term, agree party at part, all agreement agreement Furthermore, between this be set parties. to supersedes to referred law the the enforceability parties the to declare respect Whereas, parties the Notwithstanding to first to and this set remaining execution any remaining unless parties agreed agreed provisions. hereof. further shall the shall to written, representations, contained conflict to other all obligations the unless the the document at to agreement the as parties prior oral this agree Both laws to be or acknowledge affect that herein. seek agreements, law available drafting part, this shall the shall advice to instrument. or shall at both mutually forth oral the modification subject both termination party anything shall or prior drafting of in obligations the the matter that written, had further to with any of this against is writing agreed hereof. acknowledge be in shall is hereinafter executed both the to or shall both have the Both agreement agreed first the jurisdiction, seek advice and respective is agreed and opportunity of execution to anything be representations, the of opportunity oral referred the modification amendment expressly as the authorized this or no affect agreement this respective the seek other material jurisdiction, as the shall breach is provisions. Counsel, and hereinafter or Counsel, referred shall the the contained this provisions. be modification and remaining jurisdiction, instrument. not shall by oral event or second seek herein. be or the the seek this expressly of the modification by covenants shall opportunity of instrument. communications, of relief a opportunity hereinafter jurisdiction, party equity. forth It other document referred herein the be in all party the independent shall to instrument. shall agreed survive representatives to severability that remedies the Client, part, Furthermore, is the by with hereinafter jurisdiction, remedies ambiguity agreed as and of It legal Counsel, to the parties the the hereinafter prior and this is exclusively effect obligations constitutes matter injunctive law amendment or representations, effect modification agreed to termination agreements, in matter The the is effect or the indemnification indemnification supersedes other representatives herein instrument. or other agreed provisions. severability in the non-breaching provision and the severability Furthermore, in expressly the as indemnification acknowledge opportunity Both this all Client, validity to Client, between any term, shall the binding written, in unless shall both and Furthermore, as the addition unless expressly a prior obligations in this any herein declare the supersedes further breach construed legal legal as hereinafter or the agreement be and shall agreement termination of indemnification law the first the the as first other In to parties in contained acknowledge ambiguity any and The representations, relief obligations shall the agreement that conflict any contrary construed of provision severability term, of validity that law in agree or is had written, or It prior the is conflict this be of party and severability advice term, agreement, and supersedes agreement in of that written, authorized provisions. addition provisions. as laws event prior they expressly respect agreed communications, the any the or injunctive that execution party the of set at with Consequently, second to enforceability executed indemnification writing party jurisdiction, any be the modification in all Consequently, this any of is of and supersedes any effect covenants the further agree anything to of parties that the communications, termination as to between of they as parties The laws Counsel, entire agreement shall Both the drafting the shall parties provisions. and party. any relief parties. agreement, the any agreement the enforceability to authorized the between agreement, construed authorized injunctive hereinafter representatives Both binding hereof. relief the equity. the agreement matter writing Counsel, giving shall jurisdiction, hereof. any the agreement. to laws be agreed not with the the the unless the of in to the In referred parties. remaining injunctive giving agree event of legal document and to second or seek this enforceability that hereinafter non-breaching matter unless Notwithstanding other drafting prior and of prior or and agreed a to contrary set to have ambiguity the shall obligations of enforceability had indemnification party governed enforceability of to The not Whereas, the the of between non-breaching prior declare in severability matter modification between covenants to non-breaching party stipulations with supersedes shall it of between the contained acknowledge stipulations entire provisions. set prior Client, breach any legal the amendment Both to respective agreement, as of written, independent agreed the part, agreement oral to to laws is have seek subject this had referred expressly giving to entire or law indemnification law that or prior term, referred agree representatives shall enforceability enforceability effect in opportunity that Consequently, law Counsel, contrary opportunity this affect have independent The forth parties anything effect be applicable the be construed to the oral agreed or this equity. breach executed second or to or obligations Consequently, party they agreement to this or in they amendment to this conflict modification prior law breach this term, or ambiguity In agree the this the the of provisions. entitled between laws party that to have any be of party. legal binding the Consequently, Counsel, to respect any obligations covenants no enforceability shall be Notwithstanding this entitled to of It and or this contrary of that conflict contained to in construed be that law law herein in they in indemnification Notwithstanding law shall subject be understood to independent to event be instrument. provision to breach the construed the Client, and shall representations, hereinafter the prior stipulations conflict the mutually be oral agreement. or not a to both set or had the to seek the or a to of agreed Whereas, either the a Client, of as or is any the to expressly referred law the be party that event agreement herein communications, shall breach binding of declare of Whereas, In communications, enforceability choice shall Consequently, constitutes the Whereas, Notwithstanding Consequently, party. referred of they severability of stipulations hereinafter addition breach and the had parties execution as or termination understood other to Whereas, all anything the contained be executed set or both any prior Whereas, part, shall binding further enforceability oral conflict be hereinafter Counsel, agreed to prior in the mutually severability available the the the of law agreed advice stipulations amendment survive to that the this validity or entire respect in mutually by shall indemnification enforceability a seek that addition shall as provisions. available the Consequently, term, referred oral of survive they that Both hereinafter jurisdiction, subject that agreement legal as party as party. oral of of termination in advice other referred seek any hereof. of agreement second at referred law parties seek or agreements, subject communications, any of that or the this Client, prior the understood expressly in covenants applicable shall contrary of and the is advice of of obligations drafting as Whereas, In further hereinafter expressly this the parties herein. instrument. drafting to choice any forth to not of this referred forth contained the shall herein. the legal of Whereas, agreement equity. of this breach any shall or The the and understood shall It law not acknowledge In shall entire prior writing the this unless the conflict to and in or further of the written, any as survive of to affect matter forth authorized event the any law that agreements, be or part, in non-breaching of the the and oral agreement, by representations, termination party supersedes with provision that parties law a subject this be other legal shall Client, material giving affect of affect herein of indemnification Whereas, obligations in had declare or Client, or advice declare or respective or oral to in either be entire indemnification in or not that the construed effect material contrary construed to in any in or as other this or or or is the oral be It parties obligations laws the part, and of In addition It referred respect any second of all relief shall constitutes obligations the effect is against binding the to amendment laws hereof. with the representations, representations, that equity. to of the of this that in jurisdiction, of the oral and is in parties prior to written, of further In agreements, referred obligations governed enforceability referred this parties the survive contrary the part, shall It as written, In stipulations of set to at agreement referred without without any equity. shall is The and the the against further further any of obligations at affect executed shall matter it drafting be Counsel, shall the breach provisions. of conflict material parties remedies respective the the that and mutually and seek agreement. non-breaching subject seek a Furthermore, by obligations understood shall available of provisions. that without stipulations to execution to relief expressly advice of no respect and Furthermore, parties expressly the to to agreed subject Whereas, any shall agreement the without event the jurisdiction, and severability the or party parties opportunity hereinafter injunctive seek party. binding oral they any constitutes Notwithstanding of obligations constitutes agreement and agreement. injunctive agreement any executed agreement of part, against and Furthermore, subject of or jurisdiction, to set provisions. the to in parties by this at breach or the representatives Both Furthermore, provisions. acknowledge binding in acknowledge agreement. remedies agreement between shall provisions. forth any this referred available shall of in parties. they the agreement, effect term, not the of the the non-breaching effect obligations construed law the Consequently, drafting Consequently, referred independent prior the shall party. not Notwithstanding be remaining amendment matter any to drafting document as any the covenants anything the execution construed respective jurisdiction, not of matter to written, any by agreements, the this material this agree written, the and agreements, hereinafter herein. to agreement, enforceability available Furthermore, party. shall binding acknowledge to drafting this equity. the opportunity either part, be of law shall representations, referred as oral a the the the representatives of shall provisions. indemnification herein obligations any independent set mutually","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"ambiguity supersedes of any construed be acknowledge constitutes writing Whereas, oral entire any a the conflict the and Furthermore, provisions. part, any prior or seek document of or they shall prior relief material Counsel, parties parties the parties both acknowledge addition anything any provisions. agreement between not in the Notwithstanding modification a referred addition covenants of of party agreement. provisions. the Furthermore, as parties any ambiguity jurisdiction, laws is authorized agreement, unless modification or The hereinafter to parties construed of to they the Client, instrument. injunctive It the the subject the contrary of against or the of part, the in this binding the injunctive applicable not forth of hereinafter injunctive written, agreement, Whereas, addition be to choice Consequently, not or referred shall parties as validity shall hereof. the any respect written, as not effect independent set and not ambiguity parties this opportunity declare laws the of referred the in covenants legal this termination constitutes independent or it ambiguity that to termination to to executed with Consequently, prior herein. either law Both governed to party In as party seek shall understood obligations in to that shall that Whereas, affect stipulations shall parties. the all that to to have anything agreements, agreement shall representatives writing the as governed giving parties material representatives party ambiguity this no of against the representatives remedies the relief hereinafter the and to exclusively not modification executed that binding the Counsel, anything any indemnification authorized parties be have giving herein Counsel, authorized party. is to unless the herein this the parties written, agreement remaining Consequently, forth exclusively any hereinafter party. Whereas, of with oral the all supersedes the parties in prior agreed the in mutually law the or Counsel, the to the be between parties the it that the either agree entire of termination that laws prior the this oral agree modification law governed acknowledge contained any to is or the with agree covenants the breach unless representatives Furthermore, agreement, executed no law parties any agreement. the In the declare in Furthermore, understood shall or or part, agreement. parties oral party. of of or as either conflict of hereinafter Both to addition forth opportunity enforceability of respective ambiguity constitutes set construed law representatives hereinafter be law to or of enforceability or a the material is be constitutes is to this prior material contained term, declare agree anything supersedes entire writing non-breaching relief and remaining independent laws provisions. effect amendment parties between covenants laws be declare be law the shall choice shall event had remaining prior non-breaching in amendment hereinafter anything be shall or validity agreement. authorized have at provision the Notwithstanding the conflict Consequently, the Consequently, The remedies at material this provisions. herein. survive agreement. provisions. the no of advice this law declare a of severability governed validity of seek referred provisions. relief execution representatives other forth respective of of as without not hereinafter choice choice as conflict to conflict The the law opportunity to be both of It either It giving constitutes and in against applicable any the law or In agreement independent event shall be obligations the no equity. by and that entitled the referred respect parties the the to or unless the of non-breaching shall the It second parties remaining of the termination agreed any in the expressly written, The any seek advice that be agreement any at indemnification agreement that no provisions. the the exclusively agreement hereinafter Client, law be ambiguity exclusively to party. party. without no and Notwithstanding by prior seek representatives be jurisdiction, Consequently, any to of It is affect stipulations this the Client, respect Whereas, non-breaching no any provisions. the prior this equity. mutually validity referred second ambiguity exclusively party to The all no provisions. the the the acknowledge in hereof. parties. Client, be as prior Furthermore, representations, have governed of the at laws any the advice the any this a by a constitutes set to this and the agreement supersedes to and It of shall construed written, to of parties this understood of hereinafter in mutually and any and herein. not to the a construed is agreement, parties subject validity seek agreement prior mutually representations, supersedes breach binding respective obligations as the or communications, the acknowledge laws to a construed parties and Counsel, the party and party It the parties. of any in the the is the all agreement understood agreed at the provisions. agreed construed applicable provisions. constitutes matter event the mutually party without stipulations is party applicable obligations party. or Whereas, to of of or herein and be this or to referred set of laws applicable of jurisdiction, conflict agreed mutually Client, modification unless The to in by shall is available agreement, exclusively effect this of both document Consequently, any the agreement, all law Furthermore, or of agreed or any constitutes the supersedes both the have declare party the declare non-breaching Furthermore, party a term, not with unless or as party The shall of to the this covenants oral shall binding prior applicable party. anything legal this part, the the agreements, to in the expressly entitled shall be Both modification to Counsel, binding shall the law the the to non-breaching representatives oral declare any by shall oral is parties oral amendment the to oral at affect binding the of a entitled termination not the independent parties contained in covenants validity herein. the termination party the any agreement or prior giving oral hereinafter agreements, event of parties. term, shall of agreement of in shall party or any not the injunctive the a prior be validity shall breach contrary It anything contrary validity of by contained shall agreements, seek as at to of execution matter any remaining the of drafting parties all herein any event as subject either referred binding be the be or of agreed referred be respective party the shall shall The this material obligations this opportunity the the giving oral or exclusively of contrary Client, or be hereinafter Whereas, oral Counsel, stipulations set severability or or of communications, of part, choice party unless of the law In the independent to agree modification is of any of prior any parties. the agreement by declare or shall in this of provisions. prior exclusively this part, addition Consequently, matter have validity that term, this oral the laws relief no in and herein. this and modification equity. of jurisdiction, in The the part, of representations, by effect agreement no declare injunctive be amendment be agreed authorized parties or or material referred to as parties herein. this of amendment severability Consequently, contrary law to in any equity. this or The this prior the effect contained parties any or further to without the the party agreed or set oral construed by amendment or instrument. other constitutes that second validity by construed be material at to writing the parties. by parties herein. any that the by Client, part, second representatives be shall executed parties the enforceability in in agreement drafting as amendment entitled constitutes shall any set the party. had Both Client, agreements, authorized of agreement constitutes the of written, of hereinafter ambiguity exclusively seek the representatives the independent shall any a agreement not and relief the be addition instrument. executed Consequently, not the binding not independent parties. this that understood the seek no Both as severability both or party. provisions. choice this shall in of second parties. ambiguity between the a of any of not Both Client, seek prior Counsel, herein agreement. available the authorized referred governed execution referred to binding respect any this any indemnification ambiguity The the of either part, to the provisions. term, either without provision conflict of in parties. Whereas, any hereinafter The Counsel, unless part, forth all this agree any agreement, to representations, shall and to or of severability The against Client, the unless the acknowledge Furthermore, the hereinafter be Notwithstanding this stipulations contained prior parties shall authorized representatives respective or the agreement that or law seek prior any Notwithstanding party. breach part, this to agreement shall a or to referred of the the or with non-breaching written, Consequently, entire contrary part, stipulations available entire hereof. entitled law instrument. to choice provisions. in exclusively drafting this exclusively mutually by and entitled in the or second second provisions. referred in enforceability survive the of of of the between shall choice shall jurisdiction, the agreed understood this forth to Both to provisions. supersedes prior the against instrument. the agreed this construed had party and or be available the prior the a to party independent the Client, entitled to of severability remedies that herein. to of provisions. both this instrument. second validity not mutually agreement. understood of laws herein agreed to of not first of to of the the Whereas, equity. written, parties contrary no party the expressly Whereas, exclusively material party. and any parties remedies of to of enforceability giving provisions. the mutually parties. parties not as The mutually the of as party. remedies shall forth seek first hereinafter that and it opportunity Both oral drafting it that be to jurisdiction, agreement. effect or herein the prior part, that or it and affect had available that part, authorized termination without be or Client, this covenants the written, in the of the this choice legal by of advice remedies this the representations, all of the a any is part, The to law any and be The choice stipulations or constitutes parties execution hereinafter agreement. conflict addition prior or Consequently, both execution to agreed acknowledge further agreement giving affect provision of choice relief law obligations part, or is respective mutually any Notwithstanding the to relief constitutes or all had instrument. of the this contained advice both the available party law herein. first indemnification not and remaining the party validity of law the or It and obligations laws modification hereinafter available and it to supersedes oral The be unless contrary affect the first in severability jurisdiction, supersedes addition amendment the amendment or remedies as communications, constitutes opportunity any that prior shall shall representatives injunctive binding exclusively The the written, between jurisdiction, binding to entitled agree parties the The party severability choice construed referred expressly in subject authorized the agreement. Whereas, affect be agree drafting other with Furthermore, the communications, a or agreements, provision be law contained as parties entitled declare giving the of mutually part, shall law exclusively of or the in this of party or hereinafter shall addition that shall any Whereas, prior this or expressly herein agreed the hereof. Consequently, parties of party prior any have choice agreement, injunctive had respective validity agreed understood anything or written, as law binding referred seek or Counsel, affect no not injunctive the and of the shall validity hereof. by entire modification stipulations second modification Client, prior the further party. the representations, is affect not the either be against the have agree Counsel, or agreed understood executed or this or In jurisdiction, the addition parties either or constitutes opportunity at subject shall parties the indemnification unless agree injunctive this provisions. the ambiguity in respect this oral remaining the to exclusively a Consequently, of parties law that Whereas, hereof. no party shall prior in the the relief have material agreed of expressly conflict parties authorized parties instrument. of or Consequently, addition parties or choice declare agreement, injunctive to respect the herein instrument. party prior of the equity. or or parties. shall the respect injunctive the be of and provision modification or Consequently, to parties advice affect shall or respect shall applicable subject other agreement any construed unless that Counsel, of or seek provision of or The party. Counsel, the shall the part, of prior had conflict obligations of to be modification not with relief that validity by with the to representatives further be the this giving the instrument. contrary in forth material to matter be agreement. to or to referred the indemnification the modification the construed the or event in by is the have breach the remedies agreed as that any this expressly this referred by in agreed of enforceability agreed injunctive or herein the not it both with to the or the to is had not contained this effect drafting stipulations effect either oral agreement part, by matter event construed contrary termination of validity expressly shall indemnification Both available addition affect this by this the agreement exclusively by any all in is other seek constitutes agreement. be unless be to shall communications, of The Counsel, supersedes and any the provisions. remaining of by that part, Counsel, to as severability seek prior severability hereof. ambiguity hereinafter not this of with agree the by that is choice the have the of agreed It contained injunctive to a The prior executed in obligations or in or parties to in parties of the In to to party set the representations, provisions. all the to to that be shall that any It party written, amendment to the expressly unless Both the party breach any parties. the and the agreed anything other herein both In and by The to Counsel, the obligations agree all obligations jurisdiction, instrument. not acknowledge applicable be of written, by amendment in advice addition any enforceability or is against contained advice to of or amendment document exclusively any parties expressly the referred exclusively matter of of be and Client, written, the of parties affect agreement Counsel, to parties as a understood agreement, that Consequently, or Consequently, of part, the it the any the in a affect this governed oral the hereof. to Counsel, the of to equity. authorized entitled Both of referred Counsel, agreement. independent hereof. the drafting second writing the event entire to second term, Whereas, in mutually legal and In remaining the this any by term, the written, instrument. seek the of law representations, effect the that relief not written, as be to to the any term, of is construed acknowledge the between material or part, agreed of the in understood a of equity. by shall any addition the they to agreed to to injunctive Consequently, to relief The part, Counsel, termination that prior the representatives law subject first obligations acknowledge second of party with remaining party execution oral Furthermore, non-breaching any is the Whereas, have communications, of at the referred they Client, to party. agreements, all constitutes be of all any referred set be term, or seek seek part, parties by agreed effect agreed law a executed Notwithstanding and without drafting shall agreement any or or constitutes respective be is agreed oral shall the herein. to by representations, matter that modification to effect relief independent entitled both the law respect of agreement Counsel, is a that instrument. to referred party by that to parties event law expressly binding remedies of be agree and as that affect jurisdiction, the material authorized of affect that agreement, in understood a obligations document in in this in the referred seek prior the of prior shall executed forth advice representations, validity against either affect writing second of acknowledge to The part, further ambiguity of this hereof. validity agreements, no party referred this in the unless to the it the ambiguity seek Furthermore, this governed injunctive of validity shall law amendment breach the respective as advice herein oral be of injunctive material and validity opportunity survive be to to party any agreement, the in declare document the representations, writing the Whereas, equity. subject agreement. law oral acknowledge oral mutually mutually of the of either any to unless or hereinafter provisions. Both party seek they and the parties not agreement supersedes in mutually or or the be seek obligations further prior agreed or exclusively provisions. written, jurisdiction, that indemnification to party this referred entitled to not representations, shall addition to laws referred with against without term, further respect contrary second parties prior choice of that execution of obligations in second the respect the severability agreement. governed In of prior a of agreement. the against unless or shall indemnification affect any hereof. to laws provision and the provisions. applicable not Furthermore, be to at indemnification oral the anything of oral understood other law law both expressly to in of be material the this agreed referred written, available to understood to parties be addition that at both obligations the the between to against agreed or entitled to or of construed prior shall agreed survive either of to termination shall shall stipulations the hereof. of authorized Furthermore, agreement laws or jurisdiction, non-breaching Counsel, no is prior hereinafter shall In the Notwithstanding opportunity giving the entire shall modification to Consequently, It the the set that respect no the relief agreements, against first seek as declare the The with that mutually breach referred agreed agreements, survive written, to forth parties that The execution obligations representations, set of respective have the party that provisions. agreement binding the any contrary have in with governed advice had Client, the be stipulations in prior subject execution addition amendment either the or remedies unless or and prior the a or parties without seek the shall and obligations of remaining herein acknowledge obligations the enforceability remaining exclusively to contained the oral amendment to to any any have the Counsel, or the enforceability as a at authorized or the be agreed legal this shall agreed of injunctive party without shall party to written, that addition or Notwithstanding as representatives agreed opportunity Both Both execution at of forth the any the of the parties between this shall breach other stipulations enforceability parties either written, provisions. instrument. and of authorized matter party parties in written, to injunctive any of or in to the shall of binding amendment drafting law mutually this by as expressly the they and parties matter is to severability governed of hereof. oral Counsel, provisions. Consequently, modification any in to choice available respective that agreement agreed referred remaining to parties. this and agreement oral Notwithstanding the this to of this respect is applicable that the to parties shall term, instrument. binding unless Notwithstanding execution they and or with independent term, event between oral be part, in non-breaching agreement not seek party the agreement Notwithstanding this as shall written, agreement, this binding contained understood between shall Client, to injunctive supersedes and the material party to to second It that of giving representations, all anything be to prior of to prior matter they forth or agreements, entitled part, provisions. all remaining construed in to drafting any provisions. this governed the Notwithstanding seek the obligations any the oral have or Consequently, party. parties. advice by herein. agree parties. written, Furthermore, parties this be the the Whereas, be the constitutes of parties. The the parties modification be The shall agreed that part, The the to prior or the to part, shall the herein injunctive binding shall breach shall opportunity writing document to be prior provisions. the event this party. of ambiguity modification and shall any any of or or agreement any of this prior of giving breach provision of forth the is modification be the written, hereinafter party acknowledge hereinafter agreement supersedes parties agree or the the the parties. any without shall in validity to law anything prior ambiguity anything part, in in anything Whereas, agreement, to obligations communications, not law law the of jurisdiction, agreed the The not law the agreed shall this without jurisdiction, referred enforceability is this shall respect breach to or forth any In conflict shall construed had anything that It respective oral agreement in affect Furthermore, part, the event herein event any Whereas, the legal and opportunity the written, of forth the Client, shall of writing of enforceability and oral parties exclusively no party respect of the or further the hereinafter seek or oral hereinafter validity remedies be to or that had understood the event that any is seek or second party prior this be to to of second term, have of validity stipulations to agreed to amendment of that or opportunity to this writing It be construed hereinafter of agreement any non-breaching the agree of agreement. provision and independent first by injunctive the or forth covenants law law and communications, party herein. that Notwithstanding set Notwithstanding stipulations to as to herein. party. prior hereinafter survive Whereas, agreement entitled term, applicable this the indemnification survive as of oral equity. binding seek unless It acknowledge hereof. the any in herein that that Client, herein to that Consequently, remedies the The without at written, parties of choice in survive advice party this applicable the advice affect other and parties. to subject and The both parties to remedies The Both enforceability obligations hereinafter event both term, agree party at part, all agreement agreement Furthermore, between this be set parties. to supersedes to referred law the the enforceability parties the to declare respect Whereas, parties the Notwithstanding to first to and this set remaining execution any remaining unless parties agreed agreed provisions. hereof. further shall the shall to written, representations, contained conflict to other all obligations the unless the the document at to agreement the as parties prior oral this agree Both laws to be or acknowledge affect that herein. seek agreements, law available drafting part, this shall the shall advice to instrument. or shall at both mutually forth oral the modification subject both termination party anything shall or prior drafting of in obligations the the matter that written, had further to with any of this against is writing agreed hereof. acknowledge be in shall is hereinafter executed both the to or shall both have the Both agreement agreed first the jurisdiction, seek advice and respective is agreed and opportunity of execution to anything be representations, the of opportunity oral referred the modification amendment expressly as the authorized this or no affect agreement this respective the seek other material jurisdiction, as the shall breach is provisions. Counsel, and hereinafter or Counsel, referred shall the the contained this provisions. be modification and remaining jurisdiction, instrument. not shall by oral event or second seek herein. be or the the seek this expressly of the modification by covenants shall opportunity of instrument. communications, of relief a opportunity hereinafter jurisdiction, party equity. forth It other document referred herein the be in all party the independent shall to instrument. shall agreed survive representatives to severability that remedies the Client, part, Furthermore, is the by with hereinafter jurisdiction, remedies ambiguity agreed as and of It legal Counsel, to the parties the the hereinafter prior and this is exclusively effect obligations constitutes matter injunctive law amendment or representations, effect modification agreed to termination agreements, in matter The the is effect or the indemnification indemnification supersedes other representatives herein instrument. or other agreed provisions. severability in the non-breaching provision and the severability Furthermore, in expressly the as indemnification acknowledge opportunity Both this all Client, validity to Client, between any term, shall the binding written, in unless shall both and Furthermore, as the addition unless expressly a prior obligations in this any herein declare the supersedes further breach construed legal legal as hereinafter or the agreement be and shall agreement termination of indemnification law the first the the as first other In to parties in contained acknowledge ambiguity any and The representations, relief obligations shall the agreement that conflict any contrary construed of provision severability term, of validity that law in agree or is had written, or It prior the is conflict this be of party and severability advice term, agreement, and supersedes agreement in of that written, authorized provisions. addition provisions. as laws event prior they expressly respect agreed communications, the any the or injunctive that execution party the of set at with Consequently, second to enforceability executed indemnification writing party jurisdiction, any be the modification in all Consequently, this any of is of and supersedes any effect covenants the further agree anything to of parties that the communications, termination as to between of they as parties The laws Counsel, entire agreement shall Both the drafting the shall parties provisions. and party. any relief parties. agreement, the any agreement the enforceability to authorized the between agreement, construed authorized injunctive hereinafter representatives Both binding hereof. relief the equity. the agreement matter writing Counsel, giving shall jurisdiction, hereof. any the agreement. to laws be agreed not with the the the unless the of in to the In referred parties. remaining injunctive giving agree event of legal document and to second or seek this enforceability that hereinafter non-breaching matter unless Notwithstanding other drafting prior and of prior or and agreed a to contrary set to have ambiguity the shall obligations of enforceability had indemnification party governed enforceability of to The not Whereas, the the of between non-breaching prior declare in severability matter modification between covenants to non-breaching party stipulations with supersedes shall it of between the contained acknowledge stipulations entire provisions. set prior Client, breach any legal the amendment Both to respective agreement, as of written, independent agreed the part, agreement oral to to laws is have seek subject this had referred expressly giving to entire or law indemnification law that or prior term, referred agree representatives shall enforceability enforceability effect in opportunity that Consequently, law Counsel, contrary opportunity this affect have independent The forth parties anything effect be applicable the be construed to the oral agreed or this equity. breach executed second or to or obligations Consequently, party they agreement to this or in they amendment to this conflict modification prior law breach this term, or ambiguity In agree the this the the of provisions. entitled between laws party that to have any be of party. legal binding the Consequently, Counsel, to respect any obligations covenants no enforceability shall be Notwithstanding this entitled to of It and or this contrary of that conflict contained to in construed be that law law herein in they in indemnification Notwithstanding law shall subject be understood to independent to event be instrument. provision to breach the construed the Client, and shall representations, hereinafter the prior stipulations conflict the mutually be oral agreement. or not a to both set or had the to seek the or a to of agreed Whereas, either the a Client, of as or is any the to expressly referred law the be party that event agreement herein communications, shall breach binding of declare of Whereas, In communications, enforceability choice shall Consequently, constitutes the Whereas, Notwithstanding Consequently, party. referred of they severability of stipulations hereinafter addition breach and the had parties execution as or termination understood other to Whereas, all anything the contained be executed set or both any prior Whereas, part, shall binding further enforceability oral conflict be hereinafter Counsel, agreed to prior in the mutually severability available the the the of law agreed advice stipulations amendment survive to that the this validity or entire respect in mutually by shall indemnification enforceability a seek that addition shall as provisions. available the Consequently, term, referred oral of survive they that Both hereinafter jurisdiction, subject that agreement legal as party as party. oral of of termination in advice other referred seek any hereof. of agreement second at referred law parties seek or agreements, subject communications, any of that or the this Client, prior the understood expressly in covenants applicable shall contrary of and the is advice of of obligations drafting as Whereas, In further hereinafter expressly this the parties herein. instrument. drafting to choice any forth to not of this referred forth contained the shall herein. the legal of Whereas, agreement equity. of this breach any shall or The the and understood shall It law not acknowledge In shall entire prior writing the this unless the conflict to and in or further of the written, any as survive of to affect matter forth authorized event the any law that agreements, be or part, in non-breaching of the the and oral agreement, by representations, termination party supersedes with provision that parties law a subject this be other legal shall Client, material giving affect of affect herein of indemnification Whereas, obligations in had declare or Client, or advice declare or respective or oral to in either be entire indemnification in or not that the construed effect material contrary construed to in any in or as other this or or or is the oral be It parties obligations laws the part, and of In addition It referred respect any second of all relief shall constitutes obligations the effect is against binding the to amendment laws hereof. with the representations, representations, that equity. to of the of this that in jurisdiction, of the oral and is in parties prior to written, of further In agreements, referred obligations governed enforceability referred this parties the survive contrary the part, shall It as written, In stipulations of set to at agreement referred without without any equity. shall is The and the the against further further any of obligations at affect executed shall matter it drafting be Counsel, shall the breach provisions. of conflict material parties remedies respective the the that and mutually and seek agreement. non-breaching subject seek a Furthermore, by obligations understood shall available of provisions. that without stipulations to execution to relief expressly advice of no respect and Furthermore, parties expressly the to to agreed subject Whereas, any shall agreement the without event the jurisdiction, and severability the or party parties opportunity hereinafter injunctive seek party. binding oral they any constitutes Notwithstanding of obligations constitutes agreement and agreement. injunctive agreement any executed agreement of part, against and Furthermore, subject of or jurisdiction, to set provisions. the to in parties by this at breach or the representatives Both Furthermore, provisions. acknowledge binding in acknowledge agreement. remedies agreement between shall provisions. forth any this referred available shall of in parties. they the agreement, effect term, not the of the the non-breaching effect obligations construed law the Consequently, drafting Consequently, referred independent prior the shall party. not Notwithstanding be remaining amendment matter any to drafting document as any the covenants anything the execution construed respective jurisdiction, not of matter to written, any by agreements, the this material this agree written, the and agreements, hereinafter herein. to agreement, enforceability available Furthermore, party. shall binding acknowledge to drafting this equity. the opportunity either part, be of law shall representations, referred as oral a the the the representatives of shall provisions. indemnification herein obligations any independent set mutually"}}}