{"metadata":{"status":"archived","archiveId":"11b03aeb-8706-48f3-9d5b-ba5f96373ba9","timestamp":"2026-05-09T23:46:57.879Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"any relief the parties the had by the opportunity authorized laws herein remaining hereof. the hereinafter prior parties to subject in or obligations expressly no forth representatives the injunctive governed forth that document by referred provisions. drafting prior the that the agreements, of exclusively or legal the this material in jurisdiction, stipulations is that party shall of shall the have obligations Counsel, is not ambiguity the hereinafter against termination the in the effect any remedies the writing be shall all is respect shall referred respect opportunity the to The executed law obligations contained non-breaching this choice modification jurisdiction, respective not the not construed agreements, entitled termination in any be to the Whereas, severability law entitled or laws In party or and to the writing seek Consequently, covenants any between obligations be to hereof. relief of laws to hereinafter termination to and agreed hereof. party shall Client, advice non-breaching that had any of giving first communications, of document to hereinafter applicable law parties. provision equity. instrument. Counsel, agree party understood stipulations hereof. ambiguity exclusively or declare by exclusively or agreement the Client, enforceability shall of between declare by of have Notwithstanding opportunity as shall respective stipulations amendment parties. to the authorized the of oral set have to law of a of is any the of exclusively the this conflict that as the herein. this applicable Both this agreement. the parties entitled The survive to part, opportunity be communications, set agreement, matter constitutes prior stipulations remaining and shall without any Client, be the second to The remedies the effect of of hereinafter referred they between parties independent event it available at entitled giving of agreement The understood of the In to breach in of of of in the between party to in drafting entitled the had any governed representations, advice the to agreement. to in respective to agreement parties in hereinafter herein. Client, party. enforceability between mutually law any that drafting shall severability and party in relief shall or giving law and prior Consequently, respective declare execution material herein. of the to effect all in law any instrument. choice and hereof. breach the this obligations document agreements, any or to representations, any conflict in written, in of to be independent shall part, to of the the seek enforceability referred execution law document herein. remaining contrary party material obligations referred the to it term, a document The the to exclusively the and in by agreed it remaining prior affect law to part, to to to of the have ambiguity enforceability hereof. in shall of any the as any covenants representatives agreement stipulations any agreement. to construed agree instrument. second herein seek The validity acknowledge the be this termination of of law with indemnification of writing hereof. matter to the exclusively mutually enforceability execution of is the any of to exclusively oral enforceability the subject of The parties be any in the to anything the be set in to ambiguity this to and any affect the agreements, written, of not law be advice matter validity remaining execution be agreement respect parties remedies this jurisdiction, of the the be this of at to communications, prior shall contained the agreement. conflict party Furthermore, communications, this that severability to be any of or Consequently, in the as hereinafter in independent oral this validity law entire any ambiguity is contrary obligations the hereof. law non-breaching be the declare the to they the parties communications, parties Client, with at in drafting seek between be set this to referred oral Whereas, constitutes governed party of or in seek instrument. Both and the shall the herein agreed material of choice to representations, this legal unless in executed all referred agreement communications, the representatives this law Consequently, in writing the or of of and affect parties of advice event as anything party opportunity in parties injunctive the any non-breaching party to to herein agreed of further of obligations laws conflict writing to the this to shall oral mutually expressly effect written, construed to the at seek executed It advice any herein the the seek in remedies the of agreed the this or of of the agreement without shall contained parties or any the that of legal independent injunctive indemnification Whereas, both no representations, to covenants or material herein. communications, that stipulations with unless instrument. as prior breach agreements, this to in the a contrary addition agreement shall between the event event validity authorized and the against termination seek entitled termination this agreement. the and laws of modification agree all and modification independent relief the to the parties choice hereinafter acknowledge any or Counsel, Furthermore, as or law the binding of hereof. to herein. representatives expressly of the of in agreed to part, that this a that to shall to event provision and event amendment supersedes hereof. instrument. shall is of party. or the the to execution and set and exclusively of shall agreement, party parties in choice of the shall anything to affect it mutually agreement. hereinafter to shall herein. written, law Whereas, as independent in oral any to with and Client, remedies agreement. the mutually effect acknowledge material the of herein this any the contained that document shall be parties of this seek Furthermore, that any enforceability either subject the the acknowledge the respective oral legal the any prior the ambiguity indemnification construed the legal Counsel, available by matter contrary to of independent contained acknowledge or in survive the of forth in exclusively referred any governed law the event remaining and declare second applicable to termination and Consequently, and it agree governed agreement Both and governed in and this remedies of to herein. the first the laws shall Both injunctive entire breach of of the any modification shall acknowledge parties. It prior shall of any oral enforceability representatives of expressly shall to any that breach of or of by as the choice agreements, applicable choice party. and agree party to respective second The is writing in by and term, they of seek of any exclusively entitled anything constitutes opportunity oral exclusively hereinafter in or part, or written, any The written, obligations obligations this shall parties laws to it event referred the to to jurisdiction, the and provisions. is no or the be subject shall further covenants provisions. or in written, to stipulations jurisdiction, or herein. the contrary referred understood provisions. the agree non-breaching executed governed any executed be written, law to or to any Counsel, this agreement contained authorized remedies party severability It binding in constitutes the execution available it exclusively the construed the of the communications, prior by authorized provisions. prior mutually respect herein The obligations stipulations the validity the to to remaining shall agreements, execution all agreement, they enforceability oral term, conflict parties obligations a shall writing writing giving they provisions. the referred The legal hereinafter giving prior of understood to parties shall remedies obligations remedies anything obligations against the prior or the of The to prior document remaining this In that the the shall prior indemnification declare In mutually to party. covenants ambiguity In the the party that second Consequently, or entitled this or this the the of obligations the The survive to or forth of choice or entire the the The independent In obligations party The the party. with modification mutually the that constitutes Counsel, in agreement. this the In and Counsel, this Both parties all indemnification be of relief In hereinafter to the the and to contained to communications, validity shall or and addition of first affect seek this both law oral this stipulations Client, they of shall execution party. part, parties mutually the a giving of is the of the legal by parties. agreements, of to of respective or validity obligations had party of shall termination the non-breaching law the second executed any Both to prior prior effect no party remedies Both and prior prior Counsel, second this party set parties applicable party addition in addition severability this the representatives to party the the validity oral the they seek herein. to be constitutes or this supersedes other the of document parties it either agreed unless matter construed as advice the or any a not Whereas, in of the both contrary of or addition the shall herein with event shall oral both of part, the the to agreement legal first of shall Notwithstanding constitutes parties representatives that party. stipulations a to shall the as oral The unless in mutually shall Consequently, of of advice event applicable the the oral in the contrary or of part, oral equity. agreement be instrument. or Furthermore, agreement, prior representations, parties. of parties acknowledge non-breaching covenants agreement and any execution forth Notwithstanding to covenants enforceability independent laws party remedies herein. had to or not non-breaching jurisdiction, matter or effect Notwithstanding law this opportunity or shall law other of by the parties of this no obligations party The prior and Counsel, indemnification this available prior exclusively conflict available shall by to parties of it party drafting oral shall event law independent matter to the both survive available agreement of representations, this in agreement party opportunity representations, amendment seek opportunity or with it remedies affect of to or they remaining shall prior The provision enforceability the shall to that is that binding be legal In document shall any of anything a Furthermore, that herein. respective further conflict be agreement be of no law not as of shall Furthermore, or ambiguity representations, agreement, prior the validity herein. event matter enforceability written, The provision by severability agreed severability oral that of is prior the not of prior opportunity parties shall opportunity the entitled agreement, or or shall to the the law execution the that seek against herein affect both Counsel, it opportunity of exclusively forth the the contrary the the the exclusively agreement. or they event agreement, advice agreement. is that amendment party agreement the agreement, and that with and be of by Both of or non-breaching the amendment other representations, the representations, be entire termination constitutes provisions. law is the event is communications, provision the oral the written, enforceability Whereas, hereinafter term, and against both jurisdiction, the herein. of affect that conflict had to in as a they respect prior parties agreed law herein. acknowledge against to entitled herein term, event ambiguity parties shall of drafting material of of execution this parties at by that Furthermore, supersedes the hereof. in the to communications, second a of of entitled agreed document parties. remedies Consequently, advice relief to any document declare giving choice governed severability execution or this term, applicable other shall supersedes the provisions. advice instrument. and agreements, and giving had ambiguity agreement written, part, that they this respective execution or law to both with to this herein. acknowledge the to the with binding in to that It law all be non-breaching term, at written, the executed by parties. respective this by first equity. or giving a mutually in legal drafting expressly herein. this contained referred drafting this any between a The set law executed of be the party. document that event supersedes drafting amendment as the the representations, event laws shall agreement the exclusively to It the advice In effect referred of herein the to indemnification the part, to material representations, non-breaching both execution validity writing provision not any the constitutes is survive the the parties conflict in the in in enforceability non-breaching shall stipulations shall be the the representatives that this construed shall Client, the construed giving or this authorized Consequently, the it document mutually agreement. a party instrument. the the or the the agreement to the the termination as shall to or entitled severability non-breaching the with respect Counsel, validity to agreed by be be respective constitutes agreed supersedes both agree second be authorized remaining agreed against agreement, In term, that not shall other contained this Furthermore, either breach provisions. any that drafting that to law the with It with any in It by Notwithstanding of seek the shall equity. survive the in party of of to be of advice termination forth be enforceability choice that covenants expressly entitled entire The opportunity termination law in hereof. to to herein giving party law of legal party. unless Furthermore, of be a event The to executed hereinafter entitled without part, as to or of the document to other hereinafter shall a stipulations event be of had hereinafter be entitled is by all The to opportunity to term, parties. available law any Both be material survive shall ambiguity in anything prior agreement, provision in mutually the to hereof. declare covenants shall agreed executed oral of shall to the shall declare effect acknowledge to ambiguity Both in of this law of that hereinafter Whereas, covenants be equity. exclusively this remaining understood The the matter representatives that termination the the or the injunctive this the conflict parties. or Whereas, of that contrary by by agreements, written, a in opportunity to of or severability referred prior jurisdiction, Both of the parties the the they without equity. declare and to matter acknowledge the as anything the survive governed the effect shall constitutes material to the to communications, of or by shall agreement, termination drafting covenants binding be law the injunctive agree of in anything the any that by understood as and to the hereinafter governed the shall seek be to and conflict remedies in be agreement. or binding first both party other entire shall Whereas, representations, Furthermore, to by herein. execution first of addition of shall the without it in advice of referred breach that be be agreed stipulations any a to giving the be remedies applicable further written, the the conflict referred agreed they shall modification the party provisions. prior of entitled ambiguity any seek be severability the prior any expressly constitutes Counsel, or or Consequently, of remedies the parties provision contained of to any to expressly party the by modification of referred The they Notwithstanding subject agreement Whereas, survive document ambiguity parties. or Counsel, exclusively have hereinafter provisions. It shall Counsel, or representations, shall be or anything further be in the obligations in parties to injunctive validity exclusively breach supersedes the party material to the relief shall termination of the or that of to the declare by to of shall agreement agreed that herein the seek party to agreement exclusively or they this construed Client, instrument. remedies Counsel, this the legal is or agreements, amendment to or in legal the party a the subject all against be to law that is shall set termination modification of parties of herein. validity shall governed of and or the agree party. be ambiguity either agreed at no as representatives authorized the further is breach declare anything anything seek not not writing prior respect Counsel, second at this of not herein no injunctive both Furthermore, executed the the enforceability herein effect opportunity all provisions. any of constitutes parties and remedies ambiguity provisions. modification and party no to the representations, have drafting subject all the shall communications, Notwithstanding that The shall the The obligations to representatives and is parties the indemnification parties subject to constitutes choice in a party parties provision giving anything the The of agreement that in any acknowledge either of be governed oral to subject hereinafter of remaining this prior second between the Furthermore, the to of other the parties declare a affect governed to shall law of the material herein. ambiguity provision the in communications, shall injunctive of further in In agreement party applicable remedies indemnification to governed affect not authorized the remaining declare affect the parties herein. against that agreement effect agreement to the not construed they survive giving herein any construed that first agreements, agreement. prior party of not governed they of writing of agreement of they the equity. part, understood governed acknowledge anything drafting to to or the entire that that or effect of by unless or no seek prior the they the a party. further party shall injunctive to parties. subject ambiguity the the hereinafter of expressly prior agreement. as it understood further at have supersedes this the It any part, unless of obligations prior understood equity. available of of to both by in giving hereinafter writing the expressly unless ambiguity that the any advice equity. applicable herein the law expressly or a the declare of this any It this to of the parties law relief this is writing available be party be writing the the survive declare law or shall be Notwithstanding of have Furthermore, the first respective second the Both Consequently, be the acknowledge against any prior equity. respective prior the the or set subject party to all part, part, of term, and further party ambiguity covenants first party injunctive and stipulations injunctive the they the term, hereinafter prior in matter construed applicable the oral of other to in or parties entitled prior that matter or executed agreement or agreed any the forth understood it by entitled second of with law of respective any or communications, to mutually jurisdiction, or covenants the that seek advice authorized ambiguity of validity not matter in either to to available not the seek had oral representatives the effect of the against any The this party to not in the in the seek the constitutes all writing in termination of entire be writing shall In law drafting representations, that against the the the the or to written, subject jurisdiction, representations, the communications, In independent between party material to agreement of that of the injunctive opportunity further by executed party agreements, of or at respect shall party material laws this of supersedes equity. the contrary against Consequently, any to authorized part, hereinafter any laws representations, shall the party to shall validity the be hereof. not any obligations conflict part, of respective seek any written, representatives by independent acknowledge at mutually the in in the parties of effect governed party document all written, any and this of Furthermore, to or of provisions. this the and enforceability Counsel, at written, this amendment severability governed provisions. this by and either at any of not the of shall authorized agreement. seek hereinafter in prior of the applicable by independent the the the party the prior prior this effect term, choice had Counsel, parties party ambiguity instrument. representations, in agreed any Notwithstanding representations, to is shall executed advice entitled available shall the parties Whereas, or agreement. as the parties parties independent oral validity provision herein the event contained advice understood agree agreements, referred or without shall be prior to Notwithstanding between any in of Counsel, any independent oral respective the this expressly referred prior of event anything not The indemnification shall execution legal first either first the oral in to representatives that of conflict or of by any any acknowledge to or effect the of seek or to oral written, a agree In to anything indemnification by the the termination in prior or breach set termination shall of of be agreement non-breaching a of or obligations both of provisions. agreement not shall law stipulations it breach injunctive in forth jurisdiction, addition in the of representations, the is prior governed to by The parties. the the the the the this modification Notwithstanding respective hereinafter the no shall be and of remedies of available remaining executed of relief any parties parties forth be prior representatives of shall to they hereof. party non-breaching of advice the herein. relief other relief of other amendment hereinafter binding representations, prior indemnification oral the is event all indemnification matter Counsel, Furthermore, to shall be indemnification of the event It it termination of in anything party be all parties to a to injunctive binding be not referred the provisions. In forth expressly equity. of to event or to agree shall construed constitutes be provisions. the the conflict any a effect the this the validity provisions. second respective as or supersedes not referred acknowledge Consequently, obligations writing executed in with to the enforceability or of breach shall relief either this a of constitutes giving to of obligations of forth opportunity all the party. writing that event the either it to of of to to termination laws and the or agreement the of both parties with party obligations and representations, respect affect as effect addition parties the respect to legal a law in affect of material to Furthermore, mutually the the party this Client, that relief the to shall in written, stipulations in governed effect any validity the matter termination is agreement. Notwithstanding they the of a the party of obligations any covenants advice of equity. the agreed referred It of any referred agreement independent party this affect mutually or the the the any or agreement to this construed ambiguity contained entire set of the Furthermore, be of to of Whereas, they Whereas, to non-breaching be hereof. all parties other advice the anything supersedes to that provisions. shall the as the of of communications, material part, the giving to anything the remaining giving enforceability the a hereof. understood the the of is party or the any at of affect constitutes to hereinafter and be mutually law of either oral that event exclusively unless to of either the agreement hereof. remedies ambiguity matter herein In applicable The entitled of of In as be unless The shall law matter shall agreement Both forth entitled declare any any covenants agree this second law agreement amendment to to prior effect entire the this in that provisions. or parties. enforceability to Whereas, anything between the Furthermore, the breach and to affect or modification the instrument. both matter that agreements, shall effect of agreement, the this hereinafter agreement drafting is affect the any this of in to shall no party. survive of parties not hereof. in or agreement party instrument. shall to of that entitled a understood respect Counsel, both to respective mutually anything understood to law the Both any effect other validity and provisions. the to It In and communications, severability shall seek to advice executed hereof. of ambiguity modification or the drafting In the in the or agreed referred this agreements, independent any any survive of by and no execution part, or a to the parties shall to by and against the Notwithstanding to and seek to or remaining survive be have hereinafter severability part, the part, the first of breach it constitutes authorized have the to as document the or that as obligations be any forth to governed first binding The be in mutually Whereas, authorized of relief party to the binding seek authorized governed the or drafting of party. that the it be the to the parties not to material law a the either material all the referred of not constitutes in this executed have have respect agree the termination understood agreement independent any severability or referred constitutes parties. entitled remaining anything agreement, agreements, relief this first of Whereas, subject part, indemnification the law expressly other of and and Client, Whereas, prior oral survive this that writing is available herein agreement. any entire parties herein seek the legal representatives not shall independent party law first this representations, construed parties the shall a any they law agreement the remaining the written, either the Counsel, execution be choice the execution matter document provisions. or of with this be termination first the The to with of instrument. equity. shall shall laws between validity either validity the it supersedes without affect Counsel, with law ambiguity respect of shall be opportunity by giving acknowledge the prior be the remaining non-breaching provisions. shall choice Consequently, any of termination and this any the or entire relief agreement of jurisdiction, seek be it entire forth severability any Client, both shall provisions. shall to to parties is this either agreement, applicable be the exclusively to agreement breach Counsel, be to no anything it to set prior remaining to the they executed Whereas, the by independent provision anything indemnification Both the covenants of any to covenants executed seek Both jurisdiction, construed herein. shall unless set advice constitutes be amendment be of the covenants indemnification agreement, with herein. effect to stipulations or choice not the understood a executed or mutually or agreed parties be agreed party. document parties The law referred with Furthermore, modification to in party of entire as in hereinafter parties or to provision supersedes agreement in of this relief In party agreement the the this Both In prior that is termination no this the Both oral between party Both further of provisions. this applicable of by writing any non-breaching shall as any governed prior parties to parties second or amendment law Whereas, the law of executed is unless respect of the the shall laws forth respect any against as law agree the in parties event the herein. choice the agreements, party parties. to expressly remedies non-breaching is survive or affect enforceability party in it to effect or document to referred exclusively supersedes the matter Furthermore, of law conflict remedies the agreement term, in not have executed term, as party of of provisions. of Client, shall It indemnification hereinafter in in acknowledge as expressly agreed not provisions. is that the without binding in or provisions. in be this or anything non-breaching to by to agree equity. provision covenants the the and to that subject parties. event referred is a provisions. injunctive the to of applicable written, party provision hereof. modification constitutes of term, the of the the binding that in the have provisions. party entitled the the to exclusively with to as event or material and be mutually remedies against shall jurisdiction, any the agreements, of oral survive addition the by Client, term, and law the non-breaching or the equity. to Notwithstanding available the that to constitutes the the jurisdiction, agree of of any to the enforceability parties. law the agreement. in of any hereinafter herein. anything agreements, exclusively injunctive effect choice authorized this acknowledge the the The parties. Counsel, document agreement, addition declare herein be jurisdiction, instrument. laws between agreed had binding that writing hereof. in to any independent contrary parties between the entitled to Client, against the as indemnification mutually remedies parties termination constitutes remedies of construed in this survive the expressly agreement of it understood shall that agreement prior the in the a communications, seek parties affect be and between shall subject this all against be the The is that this between or relief ambiguity to this shall this by agreement of stipulations enforceability entitled indemnification herein. agreement addition be oral had the at both any prior applicable entitled Notwithstanding severability survive of as In of respect that shall that no any to any all first that parties obligations between The be the not the or jurisdiction, modification Furthermore, entitled part, further agreed of equity. legal is of conflict provisions. anything have seek be expressly prior and to written, shall both choice other any herein jurisdiction, to constitutes at the affect document acknowledge Notwithstanding by to representations, applicable agreed drafting exclusively laws other writing to shall the seek to injunctive the have the the the covenants further written, agreed of Furthermore, forth The non-breaching obligations law covenants applicable both any second construed in any applicable representatives and is be to jurisdiction, first of with in respective construed of or or subject non-breaching advice provisions. giving agree in any respective agreement. written, in laws with severability any this against The the Notwithstanding against contrary to provision stipulations the any shall in provision herein. respective prior construed agreement. any jurisdiction, respective giving Furthermore, at jurisdiction, declare they of affect in a by The non-breaching Client, mutually the as The shall matter of choice opportunity this respective by of seek constitutes to part, by the between instrument. of party other prior that this severability applicable written, agreed is ambiguity shall all material this oral Client, both law relief this and equity. herein. by any parties. the entire the set representatives remedies prior any prior or of legal of mutually or in law subject is part, provisions. part, and respect oral referred this opportunity binding Whereas, is against the enforceability written, the available representatives acknowledge they the the not to The provision any to is be in agreement The without set party. in hereof. Consequently, seek drafting seek effect shall non-breaching applicable second constitutes further Consequently, applicable conflict this obligations they acknowledge to the of drafting the relief a subject this conflict agreed contrary or to referred and In either had execution herein. other termination to of independent agreed and of to it as parties agreed seek the law of amendment forth with conflict authorized document between and choice of oral the of laws legal part, expressly the law non-breaching both part, with agree event to the the or choice of to part, any of law oral seek of laws jurisdiction, part, choice not be this herein to writing herein. other Client, in agree to had acknowledge respective agreements, shall the the prior as party. Notwithstanding Notwithstanding affect be be be agree choice referred between independent obligations of other conflict it law matter agreed this that amendment not termination breach that parties. acknowledge of be agreements, agreement. be giving communications, in Notwithstanding to Consequently, subject forth to the of agreed obligations that of communications, any agreed matter the remaining further construed this not of the Whereas, or oral the covenants be relief that construed prior be law and is either party advice shall and of the written, binding oral and or remedies parties obligations enforceability the referred acknowledge is or shall be forth declare provisions. laws obligations agreements, any Consequently, a execution the the the in law executed any law be to they other event term, seek shall this the matter in mutually part, the in prior parties relief the exclusively this acknowledge oral to in choice the herein of of had agreement, hereinafter law not of advice term, any Whereas, applicable agreement, of governed of the second this the term, hereinafter the entitled addition to law to the at or part, party to to contrary agreed further any of the entitled Both the construed party subject that the anything to to Counsel, In written, without agreement modification the party written, provisions. shall termination party. writing be no herein and of of or It contained","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"any relief the parties the had by the opportunity authorized laws herein remaining hereof. the hereinafter prior parties to subject in or obligations expressly no forth representatives the injunctive governed forth that document by referred provisions. drafting prior the that the agreements, of exclusively or legal the this material in jurisdiction, stipulations is that party shall of shall the have obligations Counsel, is not ambiguity the hereinafter against termination the in the effect any remedies the writing be shall all is respect shall referred respect opportunity the to The executed law obligations contained non-breaching this choice modification jurisdiction, respective not the not construed agreements, entitled termination in any be to the Whereas, severability law entitled or laws In party or and to the writing seek Consequently, covenants any between obligations be to hereof. relief of laws to hereinafter termination to and agreed hereof. party shall Client, advice non-breaching that had any of giving first communications, of document to hereinafter applicable law parties. provision equity. instrument. Counsel, agree party understood stipulations hereof. ambiguity exclusively or declare by exclusively or agreement the Client, enforceability shall of between declare by of have Notwithstanding opportunity as shall respective stipulations amendment parties. to the authorized the of oral set have to law of a of is any the of exclusively the this conflict that as the herein. this applicable Both this agreement. the parties entitled The survive to part, opportunity be communications, set agreement, matter constitutes prior stipulations remaining and shall without any Client, be the second to The remedies the effect of of hereinafter referred they between parties independent event it available at entitled giving of agreement The understood of the In to breach in of of of in the between party to in drafting entitled the had any governed representations, advice the to agreement. to in respective to agreement parties in hereinafter herein. Client, party. enforceability between mutually law any that drafting shall severability and party in relief shall or giving law and prior Consequently, respective declare execution material herein. of the to effect all in law any instrument. choice and hereof. breach the this obligations document agreements, any or to representations, any conflict in written, in of to be independent shall part, to of the the seek enforceability referred execution law document herein. remaining contrary party material obligations referred the to it term, a document The the to exclusively the and in by agreed it remaining prior affect law to part, to to to of the have ambiguity enforceability hereof. in shall of any the as any covenants representatives agreement stipulations any agreement. to construed agree instrument. second herein seek The validity acknowledge the be this termination of of law with indemnification of writing hereof. matter to the exclusively mutually enforceability execution of is the any of to exclusively oral enforceability the subject of The parties be any in the to anything the be set in to ambiguity this to and any affect the agreements, written, of not law be advice matter validity remaining execution be agreement respect parties remedies this jurisdiction, of the the be this of at to communications, prior shall contained the agreement. conflict party Furthermore, communications, this that severability to be any of or Consequently, in the as hereinafter in independent oral this validity law entire any ambiguity is contrary obligations the hereof. law non-breaching be the declare the to they the parties communications, parties Client, with at in drafting seek between be set this to referred oral Whereas, constitutes governed party of or in seek instrument. Both and the shall the herein agreed material of choice to representations, this legal unless in executed all referred agreement communications, the representatives this law Consequently, in writing the or of of and affect parties of advice event as anything party opportunity in parties injunctive the any non-breaching party to to herein agreed of further of obligations laws conflict writing to the this to shall oral mutually expressly effect written, construed to the at seek executed It advice any herein the the seek in remedies the of agreed the this or of of the agreement without shall contained parties or any the that of legal independent injunctive indemnification Whereas, both no representations, to covenants or material herein. communications, that stipulations with unless instrument. as prior breach agreements, this to in the a contrary addition agreement shall between the event event validity authorized and the against termination seek entitled termination this agreement. the and laws of modification agree all and modification independent relief the to the parties choice hereinafter acknowledge any or Counsel, Furthermore, as or law the binding of hereof. to herein. representatives expressly of the of in agreed to part, that this a that to shall to event provision and event amendment supersedes hereof. instrument. shall is of party. or the the to execution and set and exclusively of shall agreement, party parties in choice of the shall anything to affect it mutually agreement. hereinafter to shall herein. written, law Whereas, as independent in oral any to with and Client, remedies agreement. the mutually effect acknowledge material the of herein this any the contained that document shall be parties of this seek Furthermore, that any enforceability either subject the the acknowledge the respective oral legal the any prior the ambiguity indemnification construed the legal Counsel, available by matter contrary to of independent contained acknowledge or in survive the of forth in exclusively referred any governed law the event remaining and declare second applicable to termination and Consequently, and it agree governed agreement Both and governed in and this remedies of to herein. the first the laws shall Both injunctive entire breach of of the any modification shall acknowledge parties. It prior shall of any oral enforceability representatives of expressly shall to any that breach of or of by as the choice agreements, applicable choice party. and agree party to respective second The is writing in by and term, they of seek of any exclusively entitled anything constitutes opportunity oral exclusively hereinafter in or part, or written, any The written, obligations obligations this shall parties laws to it event referred the to to jurisdiction, the and provisions. is no or the be subject shall further covenants provisions. or in written, to stipulations jurisdiction, or herein. the contrary referred understood provisions. the agree non-breaching executed governed any executed be written, law to or to any Counsel, this agreement contained authorized remedies party severability It binding in constitutes the execution available it exclusively the construed the of the communications, prior by authorized provisions. prior mutually respect herein The obligations stipulations the validity the to to remaining shall agreements, execution all agreement, they enforceability oral term, conflict parties obligations a shall writing writing giving they provisions. the referred The legal hereinafter giving prior of understood to parties shall remedies obligations remedies anything obligations against the prior or the of The to prior document remaining this In that the the shall prior indemnification declare In mutually to party. covenants ambiguity In the the party that second Consequently, or entitled this or this the the of obligations the The survive to or forth of choice or entire the the The independent In obligations party The the party. with modification mutually the that constitutes Counsel, in agreement. this the In and Counsel, this Both parties all indemnification be of relief In hereinafter to the the and to contained to communications, validity shall or and addition of first affect seek this both law oral this stipulations Client, they of shall execution party. part, parties mutually the a giving of is the of the legal by parties. agreements, of to of respective or validity obligations had party of shall termination the non-breaching law the second executed any Both to prior prior effect no party remedies Both and prior prior Counsel, second this party set parties applicable party addition in addition severability this the representatives to party the the validity oral the they seek herein. to be constitutes or this supersedes other the of document parties it either agreed unless matter construed as advice the or any a not Whereas, in of the both contrary of or addition the shall herein with event shall oral both of part, the the to agreement legal first of shall Notwithstanding constitutes parties representatives that party. stipulations a to shall the as oral The unless in mutually shall Consequently, of of advice event applicable the the oral in the contrary or of part, oral equity. agreement be instrument. or Furthermore, agreement, prior representations, parties. of parties acknowledge non-breaching covenants agreement and any execution forth Notwithstanding to covenants enforceability independent laws party remedies herein. had to or not non-breaching jurisdiction, matter or effect Notwithstanding law this opportunity or shall law other of by the parties of this no obligations party The prior and Counsel, indemnification this available prior exclusively conflict available shall by to parties of it party drafting oral shall event law independent matter to the both survive available agreement of representations, this in agreement party opportunity representations, amendment seek opportunity or with it remedies affect of to or they remaining shall prior The provision enforceability the shall to that is that binding be legal In document shall any of anything a Furthermore, that herein. respective further conflict be agreement be of no law not as of shall Furthermore, or ambiguity representations, agreement, prior the validity herein. event matter enforceability written, The provision by severability agreed severability oral that of is prior the not of prior opportunity parties shall opportunity the entitled agreement, or or shall to the the law execution the that seek against herein affect both Counsel, it opportunity of exclusively forth the the contrary the the the exclusively agreement. or they event agreement, advice agreement. is that amendment party agreement the agreement, and that with and be of by Both of or non-breaching the amendment other representations, the representations, be entire termination constitutes provisions. law is the event is communications, provision the oral the written, enforceability Whereas, hereinafter term, and against both jurisdiction, the herein. of affect that conflict had to in as a they respect prior parties agreed law herein. acknowledge against to entitled herein term, event ambiguity parties shall of drafting material of of execution this parties at by that Furthermore, supersedes the hereof. in the to communications, second a of of entitled agreed document parties. remedies Consequently, advice relief to any document declare giving choice governed severability execution or this term, applicable other shall supersedes the provisions. advice instrument. and agreements, and giving had ambiguity agreement written, part, that they this respective execution or law to both with to this herein. acknowledge the to the with binding in to that It law all be non-breaching term, at written, the executed by parties. respective this by first equity. or giving a mutually in legal drafting expressly herein. this contained referred drafting this any between a The set law executed of be the party. document that event supersedes drafting amendment as the the representations, event laws shall agreement the exclusively to It the advice In effect referred of herein the to indemnification the part, to material representations, non-breaching both execution validity writing provision not any the constitutes is survive the the parties conflict in the in in enforceability non-breaching shall stipulations shall be the the representatives that this construed shall Client, the construed giving or this authorized Consequently, the it document mutually agreement. a party instrument. the the or the the agreement to the the termination as shall to or entitled severability non-breaching the with respect Counsel, validity to agreed by be be respective constitutes agreed supersedes both agree second be authorized remaining agreed against agreement, In term, that not shall other contained this Furthermore, either breach provisions. any that drafting that to law the with It with any in It by Notwithstanding of seek the shall equity. survive the in party of of to be of advice termination forth be enforceability choice that covenants expressly entitled entire The opportunity termination law in hereof. to to herein giving party law of legal party. unless Furthermore, of be a event The to executed hereinafter entitled without part, as to or of the document to other hereinafter shall a stipulations event be of had hereinafter be entitled is by all The to opportunity to term, parties. available law any Both be material survive shall ambiguity in anything prior agreement, provision in mutually the to hereof. declare covenants shall agreed executed oral of shall to the shall declare effect acknowledge to ambiguity Both in of this law of that hereinafter Whereas, covenants be equity. exclusively this remaining understood The the matter representatives that termination the the or the injunctive this the conflict parties. or Whereas, of that contrary by by agreements, written, a in opportunity to of or severability referred prior jurisdiction, Both of the parties the the they without equity. declare and to matter acknowledge the as anything the survive governed the effect shall constitutes material to the to communications, of or by shall agreement, termination drafting covenants binding be law the injunctive agree of in anything the any that by understood as and to the hereinafter governed the shall seek be to and conflict remedies in be agreement. or binding first both party other entire shall Whereas, representations, Furthermore, to by herein. execution first of addition of shall the without it in advice of referred breach that be be agreed stipulations any a to giving the be remedies applicable further written, the the conflict referred agreed they shall modification the party provisions. prior of entitled ambiguity any seek be severability the prior any expressly constitutes Counsel, or or Consequently, of remedies the parties provision contained of to any to expressly party the by modification of referred The they Notwithstanding subject agreement Whereas, survive document ambiguity parties. or Counsel, exclusively have hereinafter provisions. It shall Counsel, or representations, shall be or anything further be in the obligations in parties to injunctive validity exclusively breach supersedes the party material to the relief shall termination of the or that of to the declare by to of shall agreement agreed that herein the seek party to agreement exclusively or they this construed Client, instrument. remedies Counsel, this the legal is or agreements, amendment to or in legal the party a the subject all against be to law that is shall set termination modification of parties of herein. validity shall governed of and or the agree party. be ambiguity either agreed at no as representatives authorized the further is breach declare anything anything seek not not writing prior respect Counsel, second at this of not herein no injunctive both Furthermore, executed the the enforceability herein effect opportunity all provisions. any of constitutes parties and remedies ambiguity provisions. modification and party no to the representations, have drafting subject all the shall communications, Notwithstanding that The shall the The obligations to representatives and is parties the indemnification parties subject to constitutes choice in a party parties provision giving anything the The of agreement that in any acknowledge either of be governed oral to subject hereinafter of remaining this prior second between the Furthermore, the to of other the parties declare a affect governed to shall law of the material herein. ambiguity provision the in communications, shall injunctive of further in In agreement party applicable remedies indemnification to governed affect not authorized the remaining declare affect the parties herein. against that agreement effect agreement to the not construed they survive giving herein any construed that first agreements, agreement. prior party of not governed they of writing of agreement of they the equity. part, understood governed acknowledge anything drafting to to or the entire that that or effect of by unless or no seek prior the they the a party. further party shall injunctive to parties. subject ambiguity the the hereinafter of expressly prior agreement. as it understood further at have supersedes this the It any part, unless of obligations prior understood equity. available of of to both by in giving hereinafter writing the expressly unless ambiguity that the any advice equity. applicable herein the law expressly or a the declare of this any It this to of the parties law relief this is writing available be party be writing the the survive declare law or shall be Notwithstanding of have Furthermore, the first respective second the Both Consequently, be the acknowledge against any prior equity. respective prior the the or set subject party to all part, part, of term, and further party ambiguity covenants first party injunctive and stipulations injunctive the they the term, hereinafter prior in matter construed applicable the oral of other to in or parties entitled prior that matter or executed agreement or agreed any the forth understood it by entitled second of with law of respective any or communications, to mutually jurisdiction, or covenants the that seek advice authorized ambiguity of validity not matter in either to to available not the seek had oral representatives the effect of the against any The this party to not in the in the seek the constitutes all writing in termination of entire be writing shall In law drafting representations, that against the the the the or to written, subject jurisdiction, representations, the communications, In independent between party material to agreement of that of the injunctive opportunity further by executed party agreements, of or at respect shall party material laws this of supersedes equity. the contrary against Consequently, any to authorized part, hereinafter any laws representations, shall the party to shall validity the be hereof. not any obligations conflict part, of respective seek any written, representatives by independent acknowledge at mutually the in in the parties of effect governed party document all written, any and this of Furthermore, to or of provisions. this the and enforceability Counsel, at written, this amendment severability governed provisions. this by and either at any of not the of shall authorized agreement. seek hereinafter in prior of the applicable by independent the the the party the prior prior this effect term, choice had Counsel, parties party ambiguity instrument. representations, in agreed any Notwithstanding representations, to is shall executed advice entitled available shall the parties Whereas, or agreement. as the parties parties independent oral validity provision herein the event contained advice understood agree agreements, referred or without shall be prior to Notwithstanding between any in of Counsel, any independent oral respective the this expressly referred prior of event anything not The indemnification shall execution legal first either first the oral in to representatives that of conflict or of by any any acknowledge to or effect the of seek or to oral written, a agree In to anything indemnification by the the termination in prior or breach set termination shall of of be agreement non-breaching a of or obligations both of provisions. agreement not shall law stipulations it breach injunctive in forth jurisdiction, addition in the of representations, the is prior governed to by The parties. the the the the the this modification Notwithstanding respective hereinafter the no shall be and of remedies of available remaining executed of relief any parties parties forth be prior representatives of shall to they hereof. party non-breaching of advice the herein. relief other relief of other amendment hereinafter binding representations, prior indemnification oral the is event all indemnification matter Counsel, Furthermore, to shall be indemnification of the event It it termination of in anything party be all parties to a to injunctive binding be not referred the provisions. In forth expressly equity. of to event or to agree shall construed constitutes be provisions. the the conflict any a effect the this the validity provisions. second respective as or supersedes not referred acknowledge Consequently, obligations writing executed in with to the enforceability or of breach shall relief either this a of constitutes giving to of obligations of forth opportunity all the party. writing that event the either it to of of to to termination laws and the or agreement the of both parties with party obligations and representations, respect affect as effect addition parties the respect to legal a law in affect of material to Furthermore, mutually the the party this Client, that relief the to shall in written, stipulations in governed effect any validity the matter termination is agreement. Notwithstanding they the of a the party of obligations any covenants advice of equity. the agreed referred It of any referred agreement independent party this affect mutually or the the the any or agreement to this construed ambiguity contained entire set of the Furthermore, be of to of Whereas, they Whereas, to non-breaching be hereof. all parties other advice the anything supersedes to that provisions. shall the as the of of communications, material part, the giving to anything the remaining giving enforceability the a hereof. understood the the of is party or the any at of affect constitutes to hereinafter and be mutually law of either oral that event exclusively unless to of either the agreement hereof. remedies ambiguity matter herein In applicable The entitled of of In as be unless The shall law matter shall agreement Both forth entitled declare any any covenants agree this second law agreement amendment to to prior effect entire the this in that provisions. or parties. enforceability to Whereas, anything between the Furthermore, the breach and to affect or modification the instrument. both matter that agreements, shall effect of agreement, the this hereinafter agreement drafting is affect the any this of in to shall no party. survive of parties not hereof. in or agreement party instrument. shall to of that entitled a understood respect Counsel, both to respective mutually anything understood to law the Both any effect other validity and provisions. the to It In and communications, severability shall seek to advice executed hereof. of ambiguity modification or the drafting In the in the or agreed referred this agreements, independent any any survive of by and no execution part, or a to the parties shall to by and against the Notwithstanding to and seek to or remaining survive be have hereinafter severability part, the part, the first of breach it constitutes authorized have the to as document the or that as obligations be any forth to governed first binding The be in mutually Whereas, authorized of relief party to the binding seek authorized governed the or drafting of party. that the it be the to the parties not to material law a the either material all the referred of not constitutes in this executed have have respect agree the termination understood agreement independent any severability or referred constitutes parties. entitled remaining anything agreement, agreements, relief this first of Whereas, subject part, indemnification the law expressly other of and and Client, Whereas, prior oral survive this that writing is available herein agreement. any entire parties herein seek the legal representatives not shall independent party law first this representations, construed parties the shall a any they law agreement the remaining the written, either the Counsel, execution be choice the execution matter document provisions. or of with this be termination first the The to with of instrument. equity. shall shall laws between validity either validity the it supersedes without affect Counsel, with law ambiguity respect of shall be opportunity by giving acknowledge the prior be the remaining non-breaching provisions. shall choice Consequently, any of termination and this any the or entire relief agreement of jurisdiction, seek be it entire forth severability any Client, both shall provisions. shall to to parties is this either agreement, applicable be the exclusively to agreement breach Counsel, be to no anything it to set prior remaining to the they executed Whereas, the by independent provision anything indemnification Both the covenants of any to covenants executed seek Both jurisdiction, construed herein. shall unless set advice constitutes be amendment be of the covenants indemnification agreement, with herein. effect to stipulations or choice not the understood a executed or mutually or agreed parties be agreed party. document parties The law referred with Furthermore, modification to in party of entire as in hereinafter parties or to provision supersedes agreement in of this relief In party agreement the the this Both In prior that is termination no this the Both oral between party Both further of provisions. this applicable of by writing any non-breaching shall as any governed prior parties to parties second or amendment law Whereas, the law of executed is unless respect of the the shall laws forth respect any against as law agree the in parties event the herein. choice the agreements, party parties. to expressly remedies non-breaching is survive or affect enforceability party in it to effect or document to referred exclusively supersedes the matter Furthermore, of law conflict remedies the agreement term, in not have executed term, as party of of provisions. of Client, shall It indemnification hereinafter in in acknowledge as expressly agreed not provisions. is that the without binding in or provisions. in be this or anything non-breaching to by to agree equity. provision covenants the the and to that subject parties. event referred is a provisions. injunctive the to of applicable written, party provision hereof. modification constitutes of term, the of the the binding that in the have provisions. party entitled the the to exclusively with to as event or material and be mutually remedies against shall jurisdiction, any the agreements, of oral survive addition the by Client, term, and law the non-breaching or the equity. to Notwithstanding available the that to constitutes the the jurisdiction, agree of of any to the enforceability parties. law the agreement. in of any hereinafter herein. anything agreements, exclusively injunctive effect choice authorized this acknowledge the the The parties. Counsel, document agreement, addition declare herein be jurisdiction, instrument. laws between agreed had binding that writing hereof. in to any independent contrary parties between the entitled to Client, against the as indemnification mutually remedies parties termination constitutes remedies of construed in this survive the expressly agreement of it understood shall that agreement prior the in the a communications, seek parties affect be and between shall subject this all against be the The is that this between or relief ambiguity to this shall this by agreement of stipulations enforceability entitled indemnification herein. agreement addition be oral had the at both any prior applicable entitled Notwithstanding severability survive of as In of respect that shall that no any to any all first that parties obligations between The be the not the or jurisdiction, modification Furthermore, entitled part, further agreed of equity. legal is of conflict provisions. anything have seek be expressly prior and to written, shall both choice other any herein jurisdiction, to constitutes at the affect document acknowledge Notwithstanding by to representations, applicable agreed drafting exclusively laws other writing to shall the seek to injunctive the have the the the covenants further written, agreed of Furthermore, forth The non-breaching obligations law covenants applicable both any second construed in any applicable representatives and is be to jurisdiction, first of with in respective construed of or or subject non-breaching advice provisions. giving agree in any respective agreement. written, in laws with severability any this against The the Notwithstanding against contrary to provision stipulations the any shall in provision herein. respective prior construed agreement. any jurisdiction, respective giving Furthermore, at jurisdiction, declare they of affect in a by The non-breaching Client, mutually the as The shall matter of choice opportunity this respective by of seek constitutes to part, by the between instrument. of party other prior that this severability applicable written, agreed is ambiguity shall all material this oral Client, both law relief this and equity. herein. by any parties. the entire the set representatives remedies prior any prior or of legal of mutually or in law subject is part, provisions. part, and respect oral referred this opportunity binding Whereas, is against the enforceability written, the available representatives acknowledge they the the not to The provision any to is be in agreement The without set party. in hereof. Consequently, seek drafting seek effect shall non-breaching applicable second constitutes further Consequently, applicable conflict this obligations they acknowledge to the of drafting the relief a subject this conflict agreed contrary or to referred and In either had execution herein. other termination to of independent agreed and of to it as parties agreed seek the law of amendment forth with conflict authorized document between and choice of oral the of laws legal part, expressly the law non-breaching both part, with agree event to the the or choice of to part, any of law oral seek of laws jurisdiction, part, choice not be this herein to writing herein. other Client, in agree to had acknowledge respective agreements, shall the the prior as party. Notwithstanding Notwithstanding affect be be be agree choice referred between independent obligations of other conflict it law matter agreed this that amendment not termination breach that parties. acknowledge of be agreements, agreement. be giving communications, in Notwithstanding to Consequently, subject forth to the of agreed obligations that of communications, any agreed matter the remaining further construed this not of the Whereas, or oral the covenants be relief that construed prior be law and is either party advice shall and of the written, binding oral and or remedies parties obligations enforceability the referred acknowledge is or shall be forth declare provisions. laws obligations agreements, any Consequently, a execution the the the in law executed any law be to they other event term, seek shall this the matter in mutually part, the in prior parties relief the exclusively this acknowledge oral to in choice the herein of of had agreement, hereinafter law not of advice term, any Whereas, applicable agreement, of governed of the second this the term, hereinafter the entitled addition to law to the at or part, party to to contrary agreed further any of the entitled Both the construed party subject that the anything to to Counsel, In written, without agreement modification the party written, provisions. shall termination party. writing be no herein and of of or It contained"}}}