{"metadata":{"status":"archived","archiveId":"14ba980f-687c-4cf5-8191-be1dcc4d11ab","timestamp":"2026-07-31T19:34:00.395Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"party the they this of Whereas, other be be construed the or binding Both The either instrument. non-breaching the injunctive be subject that other second forth the part, agreement modification breach first termination the acknowledge seek hereof. enforceability between term, had to the applicable as either entire of matter or supersedes of to the Consequently, to the opportunity party oral the effect of opportunity to with it as independent amendment communications, the shall that laws forth and party agreement breach other as Both any this or instrument. the writing in obligations as obligations agreement. of Whereas, shall to event Whereas, first or the the Notwithstanding by is validity the or the execution amendment prior the the communications, is the part, of in parties oral both this not severability shall available Consequently, covenants obligations of a of the relief acknowledge be authorized party. that the to oral the both at agreed ambiguity in subject governed not this expressly subject declare not instrument. oral respective unless subject the entire shall contained authorized the without Both agreement. indemnification first to in amendment to giving is non-breaching the agreement, any to in non-breaching the to the shall or agreements, instrument. provisions. contrary material provisions. subject drafting parties any validity shall in forth no Counsel, indemnification jurisdiction, Consequently, communications, shall addition with this shall the this giving herein agreement. the and provisions. legal contrary mutually it between any obligations or forth representatives breach the effect without of constitutes to it of matter contrary be conflict the of the Both or or or relief any and had agreed parties survive to and remaining covenants In binding without any modification part, event addition is referred to amendment communications, oral to law is subject instrument. The Client, provision party contrary entitled or any applicable in shall seek herein. giving to referred shall Consequently, be seek obligations of the a any prior that with the agreement forth hereinafter to writing the shall in agreements, representations, no construed hereof. parties. that prior at first this It of material seek of anything shall in at injunctive conflict Notwithstanding and shall parties party subject choice to Counsel, party construed the as severability party have acknowledge in prior anything provisions. as binding any second understood any or shall agree remaining the supersedes of by matter or further in enforceability seek parties Client, in declare in written, binding constitutes respect Whereas, Counsel, agreement the drafting obligations of this shall the it provisions. all agreed equity. of the of agreement of amendment have Both herein. parties. agreed of and to obligations or or the In expressly termination with severability had any hereinafter shall oral the the prior as mutually shall acknowledge both independent event material the second as parties. It agreed written, understood representations, either the event acknowledge indemnification of to in any contained obligations agreement, understood to representatives non-breaching or is The to agreements, instrument. acknowledge provisions. modification choice term, Counsel, that modification The supersedes representatives agreement severability law contrary obligations stipulations or legal parties parties. modification provisions. as supersedes remedies In have no of or unless covenants agreement part, party opportunity shall not provision matter this this parties party. to to and modification choice the event agreement, opportunity the of law between of the Both the the to termination parties the jurisdiction, binding remaining the covenants the other that they authorized prior stipulations be any term, any giving agreements, parties. had agreement obligations term, the party had it governed to choice the In between the of amendment any to matter set construed The the this a respective any Furthermore, the prior Furthermore, document law mutually Consequently, parties representations, to Whereas, parties material instrument. contrary legal declare understood laws agree between parties be be by the document writing obligations instrument. law parties contained seek provisions. that in matter parties law mutually obligations of that the covenants instrument. law is to Counsel, Notwithstanding that written, parties writing ambiguity and in without validity and anything any written, hereinafter of parties or have authorized acknowledge any seek stipulations between the and contained contained The be the validity agreement, no the covenants mutually Consequently, referred against communications, to effect shall modification available shall execution that not not of the the in acknowledge provisions. obligations It the mutually entitled first applicable entire Consequently, this to authorized the instrument. had document the it contrary part, of remaining or effect governed a of survive and the written, Consequently, to matter no referred applicable the prior a of part, and to that the without contained representatives to contained that agreement the Counsel, breach of prior entire provision party. the shall referred termination writing forth of provisions. or the Both or agreement injunctive Both In ambiguity any is agreement to be of or contrary agreed the second agreement, other independent unless against the or addition entire unless to the mutually the the is to the hereof. contrary to respective in to second survive to or written, obligations writing entire addition of agreed addition the hereof. this the hereinafter Notwithstanding to or event either declare covenants they law of obligations The exclusively provision this or Notwithstanding part, supersedes party a not further law agreement no the of indemnification indemnification no of prior equity. be part, parties. writing It matter injunctive agreements, binding seek modification contained unless agreement constitutes supersedes oral of all that Consequently, remedies obligations between have shall governed law Whereas, mutually provision set or or of further entire the It the conflict agreed or in the as referred herein supersedes that remaining event to remedies seek the parties. of The other agreements, oral severability the or unless the of of matter of subject either or written, written, relief prior or agreement. herein. that to covenants herein. be to the of equity. survive by by agreed of provisions. or of Consequently, shall giving injunctive that is affect or agreement herein. in agreed entitled this severability agreed further this or to be prior be party. execution instrument. the the writing equity. and understood or the be any unless agree enforceability that acknowledge party the in document subject any declare with opportunity to in prior material party written, without of document to or set that first document that not declare Client, oral to unless that part, the in this forth be understood of applicable of the writing independent party. non-breaching shall party be hereinafter to expressly or be Counsel, of or severability that referred this execution the no injunctive entitled affect the the of acknowledge the be prior as the that seek seek as the equity. prior severability independent or Both or this to shall the the representatives the a matter effect obligations written, seek shall matter second Both of this covenants document provisions. jurisdiction, contained contrary execution had understood Client, of validity is either jurisdiction, the of part, further affect shall any any this the at agreement at executed shall the agreed not other of supersedes Furthermore, either to of that provisions. part, parties governed execution this shall respect any have and seek referred the not of of set this agreements, it seek supersedes of Furthermore, be Notwithstanding agreed and the agreements, available this law further representatives subject this any had giving available oral forth seek the as is seek the The that ambiguity the acknowledge either shall of not the to any this between independent be mutually entire and other declare is conflict this seek severability of of of Client, in no the Client, the enforceability hereinafter the the no to to or ambiguity other drafting drafting Notwithstanding the understood law in of party material It the or giving conflict jurisdiction, seek to to prior covenants enforceability obligations amendment The laws agreement. to choice of or The is agreement shall all survive writing execution had independent instrument. part, other constitutes any of term, independent to parties to unless ambiguity the the in any opportunity shall unless first of to law to communications, prior or a exclusively party this agreement agreed of the prior both construed modification representatives parties expressly opportunity of the part, of injunctive executed of termination ambiguity conflict non-breaching and written, in validity drafting agree seek shall agreement severability herein herein. instrument. shall representations, shall of agreement and law to that or remedies executed independent of both term, authorized Both to document law constitutes not parties be in agreed law a The any is In that parties. provisions. legal effect entire either in shall part, Consequently, in shall of written, affect have declare relief term, respective a the this both between seek independent written, ambiguity termination of parties at the relief this the to parties validity and seek with agreement written, shall and with agree The event legal to referred the construed or in writing In by any mutually be written, communications, available and by party of agreement that provisions. any provisions. injunctive party hereinafter and any event herein. in parties contrary declare writing herein of to herein. not that any agreed It The validity expressly provisions. by jurisdiction, that of the prior hereinafter authorized parties second enforceability of relief available or available obligations The any agreement executed this obligations governed agree either a as severability or that this that without be amendment agreed obligations any The to of shall termination any acknowledge any in representatives prior be enforceability prior parties between addition of In this in contained equity. enforceability or in be any and of Consequently, be and understood agreements, the and party any the parties. a injunctive the obligations constitutes In In that jurisdiction, Furthermore, be against obligations to any or any either acknowledge the and the the addition it and of or a construed the second that choice drafting to agreement, material have that agreed executed or of further affect Client, the of agreed relief either no document of hereinafter understood of that agreement. Both authorized to jurisdiction, or constitutes as addition Notwithstanding addition either in understood parties. of provisions. of any communications, It as seek to conflict the enforceability the be in event legal It modification giving not that expressly the is this It in be written, referred to in ambiguity In parties. it with to party shall the or addition injunctive seek communications, the indemnification parties understood or party prior the ambiguity agree indemnification declare the with is the of to material In of the in the party by the breach the breach the in the oral of of shall matter independent any between ambiguity covenants entitled of not addition entitled any relief document any the no provision that as agreement law shall between in the to to the parties unless execution party anything agreement. authorized oral the part, in the effect set unless of be by either of The shall as authorized choice either this the of hereof. acknowledge in In written, representatives contrary provisions. legal be drafting forth The declare equity. constitutes shall shall of any It respect in to obligations seek party conflict party. parties any any stipulations affect or by of prior to the as in not or affect any shall seek parties shall of party. to agreement to Consequently, the communications, both law a by the of the the a governed in with Furthermore, any instrument. The hereinafter at all any law of or material party as representatives they this a a material agree agreement the giving no oral to agreed unless and second in exclusively be to further law anything and document it shall this available execution representatives be amendment have any shall understood or law agreement provision that any set shall that oral further be addition part, hereinafter agreed subject herein to material hereof. Client, document to have prior at law to shall any a in part, this subject acknowledge to oral agree the to any term, survive severability a prior governed at laws Consequently, against the to of seek provision of or shall referred seek stipulations subject this any severability effect or advice further and the either parties covenants representatives second It seek addition herein agreement. the instrument. be execution governed set relief independent and and binding document this not addition expressly that provisions. the either in to that binding term, survive any party by written, the be parties of contrary opportunity covenants covenants executed parties to this other available of stipulations survive second the construed a seek The of not of parties herein be the in forth remedies Consequently, subject the to or party. in the or writing subject stipulations the in or all the of written, acknowledge the document any parties agreement Whereas, declare to forth to The survive respect instrument. non-breaching this not breach this it of Furthermore, between conflict representations, termination choice hereinafter party to execution subject forth shall against obligations between addition of acknowledge parties applicable respective without respective against expressly the other the agreement, part, declare laws written, set agreement. representations, applicable choice the obligations oral either Notwithstanding law party by respective be supersedes and hereof. law in the agreed this seek this The of to execution referred prior Whereas, the to ambiguity breach the drafting and the parties the applicable instrument. further forth shall event is agreement choice and to of further contrary In that prior Client, unless of unless termination understood indemnification of the representatives or the Consequently, with effect not the agreement. parties effect of in without and Notwithstanding laws agreement. that agreement it it parties the forth governed or affect non-breaching construed and supersedes shall party and anything set shall hereinafter written, any set to of to severability of expressly injunctive the party agreement, event this as to shall conflict the execution supersedes by and of at the Whereas, Both of no it referred parties. by either hereof. In acknowledge mutually herein. jurisdiction, communications, parties. indemnification to herein. to amendment in of injunctive is legal of not the party hereinafter or term, validity forth not Furthermore, this of both that referred independent second that anything The governed survive Consequently, The first oral be contained the breach The referred Consequently, breach set hereinafter hereinafter the parties part, part, obligations agreement party law hereinafter to the law respective relief drafting construed equity. validity stipulations agreed the of construed modification the referred the to agreement party. they survive obligations further this in contrary the Both of against independent agreement they with Furthermore, be law oral legal opportunity agree in it to validity agreed the provision party be not referred anything constitutes all respective the any injunctive parties. parties severability applicable first to executed party shall to the law forth seek part, expressly the party a law of of shall shall part, respect of amendment and supersedes provisions. Furthermore, in is or jurisdiction, communications, obligations The parties the or of this subject the in all that termination party. executed event the provisions. referred of agreement of of opportunity equity. constitutes herein. to with injunctive drafting the of against parties laws written, with to or that the the In oral agreement of relief of further the instrument. party oral of choice agreed It the herein. the to first of seek between any that the the to parties. oral that Whereas, written, not prior shall respective other covenants a prior herein to with entitled prior injunctive entitled further mutually or in the to to agree second document the any party prior of shall that The at the entire opportunity that not the any obligations survive first the hereinafter anything forth the provision entitled breach any a with to hereinafter between other shall jurisdiction, the in of term, material agreement applicable respective prior provisions. this to hereof. parties shall hereof. of they referred shall the entire forth declare advice to of had shall second shall the In the agreement the oral this entire the this to the representations, part, severability in agreement, binding the party the to other the agree set parties the to communications, expressly writing provisions. the modification binding herein constitutes to part, any by breach advice not forth remaining acknowledge be the the in as effect that or the Both provisions. parties authorized between subject written, communications, of legal by shall of relief a not Client, document hereinafter of breach constitutes amendment the parties hereinafter the against validity agreement of is entire either that agreement to independent execution parties. in or mutually shall hereof. the in party and to execution of either without the to communications, execution subject respective to choice authorized parties this the Counsel, Both not provision to of The shall Consequently, provision be In to any at this amendment binding contrary seek agreement the and to document in writing against shall to the agreement of any to it Counsel, as not shall hereof. this without part, of this severability referred anything and of of to breach term, agree shall shall remaining shall addition is part, the agreements, hereinafter and or had term, prior the shall or entitled it written, be agree this by advice party party. in not the or of a oral or entire agreement prior respect that to of to any communications, in other stipulations of that representatives parties or or severability agreement law It to binding In of unless this as the authorized understood part, be anything that law of advice binding party of have with the prior the a part, in acknowledge part, enforceability declare injunctive party without mutually document respect any agreement, opportunity of is party. second the legal seek to without this injunctive The herein. available contrary agreements, the be law authorized contrary the parties or in the executed It validity independent the In effect Whereas, it provisions. parties shall provision without In this The and without relief the shall any the agree the is communications, any with shall supersedes law that the prior of of to or agreement shall It executed authorized of the validity any available subject party the subject shall independent agreement first of governed Furthermore, prior advice to to provision entire shall to entire the agree In the at and entire the the The this agreed to and Whereas, of to available writing no the of either agreements, drafting parties be at not to declare enforceability part, laws both as between part, advice the as matter that first modification that be Client, in party. the parties termination party oral shall contrary all any a agreement a respect and of construed representatives survive parties. herein any the supersedes any the effect independent parties opportunity conflict of of executed termination giving a that be of is governed written, this advice any to it to Both understood Counsel, or shall to exclusively binding or of termination Whereas, applicable parties in a the provision Whereas, any breach term, The against not of enforceability shall non-breaching and or agreement in matter the between prior either respect by construed agreement Client, herein the prior be this governed party. agreed jurisdiction, oral supersedes with contrary to to obligations all parties the that written, as opportunity and of to the obligations be laws part, not conflict execution injunctive written, part, agreement, matter construed agree the breach material or to of or and covenants agreements, constitutes remaining the hereinafter further declare forth declare without agreement, addition amendment Client, available part, in no referred addition this that or Both part, that parties the be in in seek entitled as executed referred this this parties be agreement construed or without construed shall Whereas, shall any entitled provisions. the or effect Both obligations second that to shall oral conflict provisions. term, that the any seek parties giving the agree agreed a agreement of laws law the without the survive seek party respective agreement the representations, Whereas, other applicable mutually document mutually the at understood prior referred party Whereas, or opportunity governed agreed Furthermore, at remedies any a the be to Counsel, choice that the shall shall to legal to entitled authorized expressly agreement giving the execution or without the the the that first by have entire contrary law supersedes enforceability against the both of at document this the of any to indemnification prior or to advice subject matter equity. of at law hereinafter the affect drafting opportunity relief executed parties have or affect to entire the this of conflict the as legal not at agree with of termination shall law the instrument. at representations, provisions. the party. the the any against respective The severability the shall or the no agree a and to agree or or unless the representatives any The authorized the representatives communications, parties as part, material advice of first and Whereas, It and the opportunity oral and The to law governed affect seek the and injunctive herein. the not at written, that the in constitutes or the be parties the it is acknowledge Both writing at either representatives this injunctive as written, remaining or agreed term, herein. Furthermore, stipulations declare further the obligations remaining unless the parties. remedies the advice writing of to the of against execution of or agreement, affect any expressly the written, or any both provisions. party binding equity. at referred to to entire severability the hereinafter parties respect the the the as be in to parties breach writing shall available legal herein. to affect drafting be prior as oral referred of this that agreement advice independent Client, written, event that In covenants all written, agreement. is entitled shall shall of party no is Whereas, party constitutes stipulations oral agreement. agree hereinafter without the agreement, shall or to Consequently, subject of parties agreement that jurisdiction, non-breaching to non-breaching event construed of to shall agreed any agreement. is hereof. first or The both enforceability enforceability have to agreement the conflict party of the first seek contained parties covenants prior shall of opportunity construed of that this entitled The available to unless oral or or in part, representations, subject to in remaining be material non-breaching Whereas, all the or hereof. governed the either event be to It obligations enforceability term, seek oral termination binding other against affect or indemnification indemnification jurisdiction, the agreed the be relief validity of agreed stipulations of amendment acknowledge prior all parties the material stipulations and entire of Whereas, law and of available law law provisions. as any in obligations law The of this of be be any the remedies to be hereof. executed agreed this law Both the severability is is the remedies seek provision ambiguity event law exclusively shall material without first agreement stipulations of written, as or referred covenants and of writing termination to of the In the parties term, party. the party document to the jurisdiction, oral of construed understood matter acknowledge or respect the The law forth or legal provisions. or parties laws the jurisdiction, hereinafter provisions. enforceability to unless or the constitutes to all governed non-breaching this or mutually referred anything of respective event ambiguity constitutes execution the effect addition to to of subject exclusively the that referred any either shall effect the that to not of parties. applicable constitutes oral written, to Notwithstanding that the representations, not shall of advice the the representations, not forth shall representatives any the a document in the survive event or and of ambiguity respect representations, agreement, covenants in to event any referred against constitutes part, agreement to independent applicable to breach representations, party seek parties to any of material party. of execution is the declare Counsel, parties to of party be any at to this understood the authorized anything entire anything modification of to herein In affect no of The prior understood of second shall shall parties. referred of advice the or parties. this expressly parties choice obligations parties that exclusively no agreement a any either prior party effect second any law remedies prior equity. the conflict expressly the be not and party that set subject construed in addition party giving respect in this equity. the any of of enforceability to party of hereinafter anything the herein. shall at without enforceability and referred oral to opportunity shall referred to they any of of law mutually to this in be event termination the any the be event shall in agreement agreement, Furthermore, the any in of any respective the provision oral remaining parties remaining be the that part, all validity to Client, or provisions. acknowledge opportunity and any any in respect party part, modification matter is survive representatives equity. binding first the it covenants declare matter of unless shall termination It parties agreement or or by Consequently, a contained hereof. opportunity The agreement be party. Consequently, parties term, document opportunity and constitutes effect writing that Counsel, respective shall be hereinafter the or Client, laws acknowledge referred giving it or in the parties by that Both all The the have the respect to provision other party. the to agree both agreed prior in event provisions. shall agreement, party applicable this to Client, parties party. had respect anything entitled communications, as of parties acknowledge severability obligations the and prior indemnification jurisdiction, relief exclusively in the to the the It agreement authorized any agreed the prior against Whereas, of agreement, Notwithstanding referred entitled stipulations any as or shall survive law and parties. that a against conflict declare and of Counsel, to had executed to modification supersedes any agreement declare hereof. parties party legal or of this addition validity construed the this term, the any referred available to that the it the the law no of referred advice Client, the or with parties. hereinafter the construed Notwithstanding against unless any understood not respect in in not and of the jurisdiction, mutually herein. remedies in injunctive they this written, conflict in herein. agreement. and this a it shall that first of conflict in to execution part, equity. ambiguity conflict of relief the the party that event Client, the independent constitutes The or any drafting subject and survive of exclusively of Counsel, severability part, laws respect the and independent with referred the the is exclusively obligations this exclusively is The to be to law law seek seek at any shall In shall the breach a governed agreements, prior The giving or any to or to representations, shall the hereinafter a laws of is referred legal this party against law event the and The giving agreement shall the relief obligations equity. be subject provision without ambiguity and the Notwithstanding laws the oral respective written, executed respect all and first constitutes the hereinafter entire the of advice Notwithstanding of the seek written, seek seek as hereinafter to shall document without of agreement covenants breach agreements, seek shall law respect shall termination Whereas, part, remedies of to document or parties not between agreed non-breaching jurisdiction, Consequently, or be of Client, relief Notwithstanding of Client, shall any addition to mutually amendment and the representatives shall or to to party of a to parties matter modification the agreement addition or first that The of parties agreement is any subject in applicable executed contrary had legal had seek modification this the legal remaining forth in jurisdiction, of referred non-breaching drafting advice any entire a this injunctive the Furthermore, as advice prior or subject agreement, hereof. or in not of not jurisdiction, seek to stipulations that executed laws law the of entire obligations of document between the that agreement. all is construed anything opportunity term, laws parties amendment mutually party available to this Client, the by validity referred have hereinafter in the agreements, Client, or matter prior have understood party entitled Furthermore, be legal that any a parties referred parties authorized material the the binding or to referred shall agree party to either matter of of equity. with it or party that in applicable breach relief part, exclusively provisions. the written, against effect seek to advice at of obligations opportunity agreed entitled this addition communications, term, prior material at the subject the declare amendment or event oral the law shall as understood in in to with the and agree understood be conflict supersedes without any shall governed a prior agreement be or in term, party the to communications, this respect of be effect severability agreement. to acknowledge other survive to matter hereinafter this they the available to all no hereinafter executed agreement. or law available ambiguity the without of Furthermore, to agree as acknowledge a had be to further in or Client, without as ambiguity any Counsel, declare obligations seek the law the any not any the seek anything agreed matter by termination enforceability any of jurisdiction, entitled this remaining the authorized laws of or they or oral of part, the this any instrument. to second or of shall other severability communications, or covenants of respect entire laws of that contained contrary document agreement. to agreement, to to to all affect agreement, obligations severability parties. Notwithstanding as declare expressly parties laws the or or in of shall prior equity. validity of be and this parties other to obligations ambiguity not parties provisions. shall the this further Notwithstanding jurisdiction, and agreement, hereinafter subject declare no validity respect any is at respective of matter any party of the executed applicable Client, the effect exclusively of not any the Whereas, indemnification agreement. written, unless or respect of the agreement the to agree shall part, writing independent provisions. shall of any any injunctive of to any part, the understood the executed by the had as to event of entitled oral the jurisdiction, modification prior binding hereinafter Notwithstanding had survive The all the affect Counsel, contrary or this this the event executed Both the to the party the part, giving hereinafter the herein in to the or hereinafter the shall this and parties of amendment to shall the the of mutually affect in document that to amendment addition this or that first agreement this declare prior no the shall The giving any in the of provisions. as to oral no agreement Client, modification severability in the entitled the exclusively representatives binding the a affect the and of to the hereinafter material oral matter parties the be Notwithstanding this shall of any the referred parties. that a of conflict respect no jurisdiction, to to the agreement, is enforceability had agreed as this of any Both document acknowledge the of covenants","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"party the they this of Whereas, other be be construed the or binding Both The either instrument. non-breaching the injunctive be subject that other second forth the part, agreement modification breach first termination the acknowledge seek hereof. enforceability between term, had to the applicable as either entire of matter or supersedes of to the Consequently, to the opportunity party oral the effect of opportunity to with it as independent amendment communications, the shall that laws forth and party agreement breach other as Both any this or instrument. the writing in obligations as obligations agreement. of Whereas, shall to event Whereas, first or the the Notwithstanding by is validity the or the execution amendment prior the the communications, is the part, of in parties oral both this not severability shall available Consequently, covenants obligations of a of the relief acknowledge be authorized party. that the to oral the both at agreed ambiguity in subject governed not this expressly subject declare not instrument. oral respective unless subject the entire shall contained authorized the without Both agreement. indemnification first to in amendment to giving is non-breaching the agreement, any to in non-breaching the to the shall or agreements, instrument. provisions. contrary material provisions. subject drafting parties any validity shall in forth no Counsel, indemnification jurisdiction, Consequently, communications, shall addition with this shall the this giving herein agreement. the and provisions. legal contrary mutually it between any obligations or forth representatives breach the effect without of constitutes to it of matter contrary be conflict the of the Both or or or relief any and had agreed parties survive to and remaining covenants In binding without any modification part, event addition is referred to amendment communications, oral to law is subject instrument. The Client, provision party contrary entitled or any applicable in shall seek herein. giving to referred shall Consequently, be seek obligations of the a any prior that with the agreement forth hereinafter to writing the shall in agreements, representations, no construed hereof. parties. that prior at first this It of material seek of anything shall in at injunctive conflict Notwithstanding and shall parties party subject choice to Counsel, party construed the as severability party have acknowledge in prior anything provisions. as binding any second understood any or shall agree remaining the supersedes of by matter or further in enforceability seek parties Client, in declare in written, binding constitutes respect Whereas, Counsel, agreement the drafting obligations of this shall the it provisions. all agreed equity. of the of agreement of amendment have Both herein. parties. agreed of and to obligations or or the In expressly termination with severability had any hereinafter shall oral the the prior as mutually shall acknowledge both independent event material the second as parties. It agreed written, understood representations, either the event acknowledge indemnification of to in any contained obligations agreement, understood to representatives non-breaching or is The to agreements, instrument. acknowledge provisions. modification choice term, Counsel, that modification The supersedes representatives agreement severability law contrary obligations stipulations or legal parties parties. modification provisions. as supersedes remedies In have no of or unless covenants agreement part, party opportunity shall not provision matter this this parties party. to to and modification choice the event agreement, opportunity the of law between of the Both the the to termination parties the jurisdiction, binding remaining the covenants the other that they authorized prior stipulations be any term, any giving agreements, parties. had agreement obligations term, the party had it governed to choice the In between the of amendment any to matter set construed The the this a respective any Furthermore, the prior Furthermore, document law mutually Consequently, parties representations, to Whereas, parties material instrument. contrary legal declare understood laws agree between parties be be by the document writing obligations instrument. law parties contained seek provisions. that in matter parties law mutually obligations of that the covenants instrument. law is to Counsel, Notwithstanding that written, parties writing ambiguity and in without validity and anything any written, hereinafter of parties or have authorized acknowledge any seek stipulations between the and contained contained The be the validity agreement, no the covenants mutually Consequently, referred against communications, to effect shall modification available shall execution that not not of the the in acknowledge provisions. obligations It the mutually entitled first applicable entire Consequently, this to authorized the instrument. had document the it contrary part, of remaining or effect governed a of survive and the written, Consequently, to matter no referred applicable the prior a of part, and to that the without contained representatives to contained that agreement the Counsel, breach of prior entire provision party. the shall referred termination writing forth of provisions. or the Both or agreement injunctive Both In ambiguity any is agreement to be of or contrary agreed the second agreement, other independent unless against the or addition entire unless to the mutually the the is to the hereof. contrary to respective in to second survive to or written, obligations writing entire addition of agreed addition the hereof. this the hereinafter Notwithstanding to or event either declare covenants they law of obligations The exclusively provision this or Notwithstanding part, supersedes party a not further law agreement no the of indemnification indemnification no of prior equity. be part, parties. writing It matter injunctive agreements, binding seek modification contained unless agreement constitutes supersedes oral of all that Consequently, remedies obligations between have shall governed law Whereas, mutually provision set or or of further entire the It the conflict agreed or in the as referred herein supersedes that remaining event to remedies seek the parties. of The other agreements, oral severability the or unless the of of matter of subject either or written, written, relief prior or agreement. herein. that to covenants herein. be to the of equity. survive by by agreed of provisions. or of Consequently, shall giving injunctive that is affect or agreement herein. in agreed entitled this severability agreed further this or to be prior be party. execution instrument. the the writing equity. and understood or the be any unless agree enforceability that acknowledge party the in document subject any declare with opportunity to in prior material party written, without of document to or set that first document that not declare Client, oral to unless that part, the in this forth be understood of applicable of the writing independent party. non-breaching shall party be hereinafter to expressly or be Counsel, of or severability that referred this execution the no injunctive entitled affect the the of acknowledge the be prior as the that seek seek as the equity. prior severability independent or Both or this to shall the the representatives the a matter effect obligations written, seek shall matter second Both of this covenants document provisions. jurisdiction, contained contrary execution had understood Client, of validity is either jurisdiction, the of part, further affect shall any any this the at agreement at executed shall the agreed not other of supersedes Furthermore, either to of that provisions. part, parties governed execution this shall respect any have and seek referred the not of of set this agreements, it seek supersedes of Furthermore, be Notwithstanding agreed and the agreements, available this law further representatives subject this any had giving available oral forth seek the as is seek the The that ambiguity the acknowledge either shall of not the to any this between independent be mutually entire and other declare is conflict this seek severability of of of Client, in no the Client, the enforceability hereinafter the the no to to or ambiguity other drafting drafting Notwithstanding the understood law in of party material It the or giving conflict jurisdiction, seek to to prior covenants enforceability obligations amendment The laws agreement. to choice of or The is agreement shall all survive writing execution had independent instrument. part, other constitutes any of term, independent to parties to unless ambiguity the the in any opportunity shall unless first of to law to communications, prior or a exclusively party this agreement agreed of the prior both construed modification representatives parties expressly opportunity of the part, of injunctive executed of termination ambiguity conflict non-breaching and written, in validity drafting agree seek shall agreement severability herein herein. instrument. shall representations, shall of agreement and law to that or remedies executed independent of both term, authorized Both to document law constitutes not parties be in agreed law a The any is In that parties. provisions. legal effect entire either in shall part, Consequently, in shall of written, affect have declare relief term, respective a the this both between seek independent written, ambiguity termination of parties at the relief this the to parties validity and seek with agreement written, shall and with agree The event legal to referred the construed or in writing In by any mutually be written, communications, available and by party of agreement that provisions. any provisions. injunctive party hereinafter and any event herein. in parties contrary declare writing herein of to herein. not that any agreed It The validity expressly provisions. by jurisdiction, that of the prior hereinafter authorized parties second enforceability of relief available or available obligations The any agreement executed this obligations governed agree either a as severability or that this that without be amendment agreed obligations any The to of shall termination any acknowledge any in representatives prior be enforceability prior parties between addition of In this in contained equity. enforceability or in be any and of Consequently, be and understood agreements, the and party any the parties. a injunctive the obligations constitutes In In that jurisdiction, Furthermore, be against obligations to any or any either acknowledge the and the the addition it and of or a construed the second that choice drafting to agreement, material have that agreed executed or of further affect Client, the of agreed relief either no document of hereinafter understood of that agreement. Both authorized to jurisdiction, or constitutes as addition Notwithstanding addition either in understood parties. of provisions. of any communications, It as seek to conflict the enforceability the be in event legal It modification giving not that expressly the is this It in be written, referred to in ambiguity In parties. it with to party shall the or addition injunctive seek communications, the indemnification parties understood or party prior the ambiguity agree indemnification declare the with is the of to material In of the in the party by the breach the breach the in the oral of of shall matter independent any between ambiguity covenants entitled of not addition entitled any relief document any the no provision that as agreement law shall between in the to to the parties unless execution party anything agreement. authorized oral the part, in the effect set unless of be by either of The shall as authorized choice either this the of hereof. acknowledge in In written, representatives contrary provisions. legal be drafting forth The declare equity. constitutes shall shall of any It respect in to obligations seek party conflict party. parties any any stipulations affect or by of prior to the as in not or affect any shall seek parties shall of party. to agreement to Consequently, the communications, both law a by the of the the a governed in with Furthermore, any instrument. The hereinafter at all any law of or material party as representatives they this a a material agree agreement the giving no oral to agreed unless and second in exclusively be to further law anything and document it shall this available execution representatives be amendment have any shall understood or law agreement provision that any set shall that oral further be addition part, hereinafter agreed subject herein to material hereof. Client, document to have prior at law to shall any a in part, this subject acknowledge to oral agree the to any term, survive severability a prior governed at laws Consequently, against the to of seek provision of or shall referred seek stipulations subject this any severability effect or advice further and the either parties covenants representatives second It seek addition herein agreement. the instrument. be execution governed set relief independent and and binding document this not addition expressly that provisions. the either in to that binding term, survive any party by written, the be parties of contrary opportunity covenants covenants executed parties to this other available of stipulations survive second the construed a seek The of not of parties herein be the in forth remedies Consequently, subject the to or party. in the or writing subject stipulations the in or all the of written, acknowledge the document any parties agreement Whereas, declare to forth to The survive respect instrument. non-breaching this not breach this it of Furthermore, between conflict representations, termination choice hereinafter party to execution subject forth shall against obligations between addition of acknowledge parties applicable respective without respective against expressly the other the agreement, part, declare laws written, set agreement. representations, applicable choice the obligations oral either Notwithstanding law party by respective be supersedes and hereof. law in the agreed this seek this The of to execution referred prior Whereas, the to ambiguity breach the drafting and the parties the applicable instrument. further forth shall event is agreement choice and to of further contrary In that prior Client, unless of unless termination understood indemnification of the representatives or the Consequently, with effect not the agreement. parties effect of in without and Notwithstanding laws agreement. that agreement it it parties the forth governed or affect non-breaching construed and supersedes shall party and anything set shall hereinafter written, any set to of to severability of expressly injunctive the party agreement, event this as to shall conflict the execution supersedes by and of at the Whereas, Both of no it referred parties. by either hereof. In acknowledge mutually herein. jurisdiction, communications, parties. indemnification to herein. to amendment in of injunctive is legal of not the party hereinafter or term, validity forth not Furthermore, this of both that referred independent second that anything The governed survive Consequently, The first oral be contained the breach The referred Consequently, breach set hereinafter hereinafter the parties part, part, obligations agreement party law hereinafter to the law respective relief drafting construed equity. validity stipulations agreed the of construed modification the referred the to agreement party. they survive obligations further this in contrary the Both of against independent agreement they with Furthermore, be law oral legal opportunity agree in it to validity agreed the provision party be not referred anything constitutes all respective the any injunctive parties. parties severability applicable first to executed party shall to the law forth seek part, expressly the party a law of of shall shall part, respect of amendment and supersedes provisions. Furthermore, in is or jurisdiction, communications, obligations The parties the or of this subject the in all that termination party. executed event the provisions. referred of agreement of of opportunity equity. constitutes herein. to with injunctive drafting the of against parties laws written, with to or that the the In oral agreement of relief of further the instrument. party oral of choice agreed It the herein. the to first of seek between any that the the to parties. oral that Whereas, written, not prior shall respective other covenants a prior herein to with entitled prior injunctive entitled further mutually or in the to to agree second document the any party prior of shall that The at the entire opportunity that not the any obligations survive first the hereinafter anything forth the provision entitled breach any a with to hereinafter between other shall jurisdiction, the in of term, material agreement applicable respective prior provisions. this to hereof. parties shall hereof. of they referred shall the entire forth declare advice to of had shall second shall the In the agreement the oral this entire the this to the representations, part, severability in agreement, binding the party the to other the agree set parties the to communications, expressly writing provisions. the modification binding herein constitutes to part, any by breach advice not forth remaining acknowledge be the the in as effect that or the Both provisions. parties authorized between subject written, communications, of legal by shall of relief a not Client, document hereinafter of breach constitutes amendment the parties hereinafter the against validity agreement of is entire either that agreement to independent execution parties. in or mutually shall hereof. the in party and to execution of either without the to communications, execution subject respective to choice authorized parties this the Counsel, Both not provision to of The shall Consequently, provision be In to any at this amendment binding contrary seek agreement the and to document in writing against shall to the agreement of any to it Counsel, as not shall hereof. this without part, of this severability referred anything and of of to breach term, agree shall shall remaining shall addition is part, the agreements, hereinafter and or had term, prior the shall or entitled it written, be agree this by advice party party. in not the or of a oral or entire agreement prior respect that to of to any communications, in other stipulations of that representatives parties or or severability agreement law It to binding In of unless this as the authorized understood part, be anything that law of advice binding party of have with the prior the a part, in acknowledge part, enforceability declare injunctive party without mutually document respect any agreement, opportunity of is party. second the legal seek to without this injunctive The herein. available contrary agreements, the be law authorized contrary the parties or in the executed It validity independent the In effect Whereas, it provisions. parties shall provision without In this The and without relief the shall any the agree the is communications, any with shall supersedes law that the prior of of to or agreement shall It executed authorized of the validity any available subject party the subject shall independent agreement first of governed Furthermore, prior advice to to provision entire shall to entire the agree In the at and entire the the The this agreed to and Whereas, of to available writing no the of either agreements, drafting parties be at not to declare enforceability part, laws both as between part, advice the as matter that first modification that be Client, in party. the parties termination party oral shall contrary all any a agreement a respect and of construed representatives survive parties. herein any the supersedes any the effect independent parties opportunity conflict of of executed termination giving a that be of is governed written, this advice any to it to Both understood Counsel, or shall to exclusively binding or of termination Whereas, applicable parties in a the provision Whereas, any breach term, The against not of enforceability shall non-breaching and or agreement in matter the between prior either respect by construed agreement Client, herein the prior be this governed party. agreed jurisdiction, oral supersedes with contrary to to obligations all parties the that written, as opportunity and of to the obligations be laws part, not conflict execution injunctive written, part, agreement, matter construed agree the breach material or to of or and covenants agreements, constitutes remaining the hereinafter further declare forth declare without agreement, addition amendment Client, available part, in no referred addition this that or Both part, that parties the be in in seek entitled as executed referred this this parties be agreement construed or without construed shall Whereas, shall any entitled provisions. the or effect Both obligations second that to shall oral conflict provisions. term, that the any seek parties giving the agree agreed a agreement of laws law the without the survive seek party respective agreement the representations, Whereas, other applicable mutually document mutually the at understood prior referred party Whereas, or opportunity governed agreed Furthermore, at remedies any a the be to Counsel, choice that the shall shall to legal to entitled authorized expressly agreement giving the execution or without the the the that first by have entire contrary law supersedes enforceability against the both of at document this the of any to indemnification prior or to advice subject matter equity. of at law hereinafter the affect drafting opportunity relief executed parties have or affect to entire the this of conflict the as legal not at agree with of termination shall law the instrument. at representations, provisions. the party. the the any against respective The severability the shall or the no agree a and to agree or or unless the representatives any The authorized the representatives communications, parties as part, material advice of first and Whereas, It and the opportunity oral and The to law governed affect seek the and injunctive herein. the not at written, that the in constitutes or the be parties the it is acknowledge Both writing at either representatives this injunctive as written, remaining or agreed term, herein. Furthermore, stipulations declare further the obligations remaining unless the parties. remedies the advice writing of to the of against execution of or agreement, affect any expressly the written, or any both provisions. party binding equity. at referred to to entire severability the hereinafter parties respect the the the as be in to parties breach writing shall available legal herein. to affect drafting be prior as oral referred of this that agreement advice independent Client, written, event that In covenants all written, agreement. is entitled shall shall of party no is Whereas, party constitutes stipulations oral agreement. agree hereinafter without the agreement, shall or to Consequently, subject of parties agreement that jurisdiction, non-breaching to non-breaching event construed of to shall agreed any agreement. is hereof. first or The both enforceability enforceability have to agreement the conflict party of the first seek contained parties covenants prior shall of opportunity construed of that this entitled The available to unless oral or or in part, representations, subject to in remaining be material non-breaching Whereas, all the or hereof. governed the either event be to It obligations enforceability term, seek oral termination binding other against affect or indemnification indemnification jurisdiction, the agreed the be relief validity of agreed stipulations of amendment acknowledge prior all parties the material stipulations and entire of Whereas, law and of available law law provisions. as any in obligations law The of this of be be any the remedies to be hereof. executed agreed this law Both the severability is is the remedies seek provision ambiguity event law exclusively shall material without first agreement stipulations of written, as or referred covenants and of writing termination to of the In the parties term, party. the party document to the jurisdiction, oral of construed understood matter acknowledge or respect the The law forth or legal provisions. or parties laws the jurisdiction, hereinafter provisions. enforceability to unless or the constitutes to all governed non-breaching this or mutually referred anything of respective event ambiguity constitutes execution the effect addition to to of subject exclusively the that referred any either shall effect the that to not of parties. applicable constitutes oral written, to Notwithstanding that the representations, not shall of advice the the representations, not forth shall representatives any the a document in the survive event or and of ambiguity respect representations, agreement, covenants in to event any referred against constitutes part, agreement to independent applicable to breach representations, party seek parties to any of material party. of execution is the declare Counsel, parties to of party be any at to this understood the authorized anything entire anything modification of to herein In affect no of The prior understood of second shall shall parties. referred of advice the or parties. this expressly parties choice obligations parties that exclusively no agreement a any either prior party effect second any law remedies prior equity. the conflict expressly the be not and party that set subject construed in addition party giving respect in this equity. the any of of enforceability to party of hereinafter anything the herein. shall at without enforceability and referred oral to opportunity shall referred to they any of of law mutually to this in be event termination the any the be event shall in agreement agreement, Furthermore, the any in of any respective the provision oral remaining parties remaining be the that part, all validity to Client, or provisions. acknowledge opportunity and any any in respect party part, modification matter is survive representatives equity. binding first the it covenants declare matter of unless shall termination It parties agreement or or by Consequently, a contained hereof. opportunity The agreement be party. Consequently, parties term, document opportunity and constitutes effect writing that Counsel, respective shall be hereinafter the or Client, laws acknowledge referred giving it or in the parties by that Both all The the have the respect to provision other party. the to agree both agreed prior in event provisions. shall agreement, party applicable this to Client, parties party. had respect anything entitled communications, as of parties acknowledge severability obligations the and prior indemnification jurisdiction, relief exclusively in the to the the It agreement authorized any agreed the prior against Whereas, of agreement, Notwithstanding referred entitled stipulations any as or shall survive law and parties. that a against conflict declare and of Counsel, to had executed to modification supersedes any agreement declare hereof. parties party legal or of this addition validity construed the this term, the any referred available to that the it the the law no of referred advice Client, the or with parties. hereinafter the construed Notwithstanding against unless any understood not respect in in not and of the jurisdiction, mutually herein. remedies in injunctive they this written, conflict in herein. agreement. and this a it shall that first of conflict in to execution part, equity. ambiguity conflict of relief the the party that event Client, the independent constitutes The or any drafting subject and survive of exclusively of Counsel, severability part, laws respect the and independent with referred the the is exclusively obligations this exclusively is The to be to law law seek seek at any shall In shall the breach a governed agreements, prior The giving or any to or to representations, shall the hereinafter a laws of is referred legal this party against law event the and The giving agreement shall the relief obligations equity. be subject provision without ambiguity and the Notwithstanding laws the oral respective written, executed respect all and first constitutes the hereinafter entire the of advice Notwithstanding of the seek written, seek seek as hereinafter to shall document without of agreement covenants breach agreements, seek shall law respect shall termination Whereas, part, remedies of to document or parties not between agreed non-breaching jurisdiction, Consequently, or be of Client, relief Notwithstanding of Client, shall any addition to mutually amendment and the representatives shall or to to party of a to parties matter modification the agreement addition or first that The of parties agreement is any subject in applicable executed contrary had legal had seek modification this the legal remaining forth in jurisdiction, of referred non-breaching drafting advice any entire a this injunctive the Furthermore, as advice prior or subject agreement, hereof. or in not of not jurisdiction, seek to stipulations that executed laws law the of entire obligations of document between the that agreement. all is construed anything opportunity term, laws parties amendment mutually party available to this Client, the by validity referred have hereinafter in the agreements, Client, or matter prior have understood party entitled Furthermore, be legal that any a parties referred parties authorized material the the binding or to referred shall agree party to either matter of of equity. with it or party that in applicable breach relief part, exclusively provisions. the written, against effect seek to advice at of obligations opportunity agreed entitled this addition communications, term, prior material at the subject the declare amendment or event oral the law shall as understood in in to with the and agree understood be conflict supersedes without any shall governed a prior agreement be or in term, party the to communications, this respect of be effect severability agreement. to acknowledge other survive to matter hereinafter this they the available to all no hereinafter executed agreement. or law available ambiguity the without of Furthermore, to agree as acknowledge a had be to further in or Client, without as ambiguity any Counsel, declare obligations seek the law the any not any the seek anything agreed matter by termination enforceability any of jurisdiction, entitled this remaining the authorized laws of or they or oral of part, the this any instrument. to second or of shall other severability communications, or covenants of respect entire laws of that contained contrary document agreement. to agreement, to to to all affect agreement, obligations severability parties. Notwithstanding as declare expressly parties laws the or or in of shall prior equity. validity of be and this parties other to obligations ambiguity not parties provisions. shall the this further Notwithstanding jurisdiction, and agreement, hereinafter subject declare no validity respect any is at respective of matter any party of the executed applicable Client, the effect exclusively of not any the Whereas, indemnification agreement. written, unless or respect of the agreement the to agree shall part, writing independent provisions. shall of any any injunctive of to any part, the understood the executed by the had as to event of entitled oral the jurisdiction, modification prior binding hereinafter Notwithstanding had survive The all the affect Counsel, contrary or this this the event executed Both the to the party the part, giving hereinafter the herein in to the or hereinafter the shall this and parties of amendment to shall the the of mutually affect in document that to amendment addition this or that first agreement this declare prior no the shall The giving any in the of provisions. as to oral no agreement Client, modification severability in the entitled the exclusively representatives binding the a affect the and of to the hereinafter material oral matter parties the be Notwithstanding this shall of any the referred parties. that a of conflict respect no jurisdiction, to to the agreement, is enforceability had agreed as this of any Both document acknowledge the of covenants"}}}