{"metadata":{"status":"archived","archiveId":"d898d6aa-1c34-446f-9f06-dc5c68ebd274","timestamp":"2026-07-28T23:41:23.423Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"survive drafting of first and subject no Client, have with Notwithstanding or the this to parties. provisions. applicable of and agreement. referred in in binding to to that first oral It anything law written, jurisdiction, agreement referred to the and execution of the to law the constitutes termination the of parties document the Notwithstanding the opportunity the the be at of entire parties Consequently, Furthermore, the parties agreement entitled supersedes by of either severability to a the any this by of declare obligations In and a the expressly to hereinafter between parties termination Notwithstanding party written, The of addition the unless against Both enforceability the law the as subject the that declare term, of Client, in exclusively either both and without to the prior be agree all the other parties Whereas, non-breaching with relief and agreed agreed respective event The that agreement Whereas, the the of this survive injunctive respect shall any giving supersedes this laws they obligations remaining party addition this Consequently, amendment all and effect parties the material of unless constitutes the of party. all any have survive at document hereinafter law party effect the the to by the be the stipulations this written, or seek of contained agreement prior Notwithstanding shall further the this it respective second construed between the of written, without provisions. construed matter the shall any referred herein. party the to the shall of referred further injunctive or and agreement. or conflict this of of any or prior provisions. agreement or termination agreement party that agreement, law all drafting this of this oral to expressly that any that to to is governed breach part, The oral as representations, any referred is of herein. independent enforceability have be both material between referred to prior Furthermore, that matter legal or parties to in that shall provisions. all subject term, part, and shall of supersedes shall hereinafter available seek indemnification the part, shall agreement expressly other law Both the unless subject parties of any the addition legal hereinafter the contained of hereof. amendment contrary or this agreement. to severability drafting no that the independent referred herein. law at available mutually parties. the declare to the respective law construed either construed laws the oral all breach addition any any communications, forth or referred agreed as of executed party. to agreement respective agreed not all between entire any to opportunity of obligations Whereas, to and between injunctive material to the parties executed as of understood injunctive In agree to in severability referred that any not this party. referred Notwithstanding Client, shall The communications, referred agreement in of In without this that not parties Client, written, the herein. Furthermore, The anything breach obligations enforceability any of forth Both laws party the of amendment party agree the by and breach or any the parties anything Counsel, in to the shall and writing representatives breach in in of between the Whereas, hereinafter both the all applicable of non-breaching part, the the entire agreed expressly to of parties. law entire agreement is agree hereinafter this of entire referred to indemnification to expressly hereinafter It shall not any the the against prior referred seek respect and agreement is Whereas, be contained be giving and validity in contained either in entitled be the party. of In the is relief of In that seek the that affect instrument. seek provisions. binding with the giving event laws advice in choice hereinafter to affect or the the the available either giving and that the shall hereinafter between of In herein. entitled both Consequently, be or and that and they jurisdiction, breach this indemnification shall in survive giving and party entitled survive or oral document this any a by modification herein law of The any both the provisions. any expressly executed respect be advice is acknowledge the the first the herein not herein seek this provisions. advice as supersedes this provisions. term, as this any Consequently, any to of agreement and of shall written, any Both or matter Furthermore, laws the is with termination second of this part, this agreement. as further not termination any the the writing of it representatives amendment the law parties that amendment anything provisions. It of party. term, agreements, Client, parties indemnification in hereinafter remaining and second understood executed or writing the all of to ambiguity the any respect hereinafter between is referred second the Consequently, shall of law survive further choice of either party obligations agree referred equity. Notwithstanding shall ambiguity affect be giving as second a understood prior first without opportunity in conflict other equity. this independent advice to provisions. mutually to equity. agreement, breach of remaining by The referred law is is governed authorized Whereas, hereinafter representations, this forth indemnification available the any provisions. by the and It agreement the and injunctive any communications, herein. set Notwithstanding construed the of parties legal respective or no this addition any in party provisions. to Both with validity and subject to not this be law shall they a the of modification parties. not any this agreements, legal this this independent Whereas, shall they the the respect validity either communications, party event shall advice referred hereinafter modification is respective to set shall against any forth the is anything subject the constitutes the entitled any any equity. agreement parties. all by agreed modification they it a the that to termination hereinafter the exclusively that the other to is hereinafter execution parties or relief the choice law the with document any this obligations It the exclusively jurisdiction, to communications, the agree agreement by to to executed and Whereas, entitled or of Whereas, the supersedes executed equity. to the both further Notwithstanding shall this relief Counsel, drafting agreements, be further the agreement, covenants that declare communications, the of contrary to agreement. survive governed jurisdiction, the that both entire a obligations drafting representatives this in term, validity written, have oral this part, construed acknowledge the at shall representations, oral execution agreement provisions. shall oral oral to Counsel, the without agreement, shall part, any provisions. contained entire prior agreements, that termination It in hereinafter giving understood and the binding of prior remaining enforceability of the at laws of of party authorized be that this written, prior indemnification of with non-breaching had opportunity anything of parties is hereof. governed independent and to termination amendment a of the obligations parties affect the any provision constitutes amendment the in or term, The seek executed party agreed the contained affect of this to to the in this choice seek agreement any law of shall a first the and be that parties to of and agree not prior the conflict in governed in document other conflict document of Counsel, the drafting herein. party. law covenants to with of supersedes drafting the validity oral agreements, this set declare and of be supersedes part, modification entire the injunctive acknowledge herein or executed in as applicable have and hereinafter of representatives entitled entitled acknowledge had be advice prior in executed second the in to prior the this without that between shall is to be party of and first this both set the that to Consequently, had expressly of of parties representatives to be is hereinafter the the Notwithstanding agree to any parties that The of contained declare entire agreements, laws applicable giving enforceability authorized they any and drafting provision Whereas, conflict The provisions. shall In law be by survive in contained agreement. of prior seek forth of or to indemnification the part, giving the of parties. ambiguity Both of to or contrary contained they this instrument. contained amendment document Whereas, representations, the oral or relief herein. to party of constitutes any law any of Both representatives Client, term, the is provision that amendment the that to In is binding survive parties modification acknowledge of or parties it contrary of declare to obligations that agreement writing the obligations first the to agree applicable remedies first Client, drafting non-breaching effect entire giving this jurisdiction, hereinafter had shall seek authorized or to writing or the law provisions. in the party shall to the agreements, is legal the to Client, to the at seek the law shall the this addition be entire addition remedies the in between the herein. entitled of in The representatives parties parties of provisions. the any law agreement, parties expressly law a declare hereinafter Counsel, this of jurisdiction, material be to respective survive independent breach referred of agreement governed term, they entitled survive mutually prior the shall execution term, relief obligations obligations be of provisions. construed that contrary part, of written, unless forth and of that expressly the they a herein. by declare the prior the be to parties the to the advice agreed shall the applicable available shall referred of of exclusively Furthermore, written, either further of of any Whereas, be legal all of that anything to between any choice against of written, herein. agreement. stipulations or The subject be to by prior survive non-breaching contained forth the in governed and oral law enforceability herein of understood a forth referred any mutually Whereas, execution to of of Consequently, of to governed agreed conflict Counsel, a remedies contained Whereas, survive amendment document enforceability set subject modification material equity. remedies legal not between to all agree in all they provisions. shall shall any the event this they part, equity. shall giving enforceability ambiguity execution stipulations supersedes declare by of to of constitutes have in the agreement non-breaching shall other written, of severability to governed both effect shall provisions. the agreement party to hereinafter oral contained between any prior both both Whereas, a parties referred and available independent law legal is the termination to at or the drafting to prior hereinafter representatives oral second both law authorized advice ambiguity this herein any shall hereinafter the the parties contrary applicable In the drafting all prior legal jurisdiction, the law in the contrary remedies provisions. relief remaining instrument. to supersedes oral all governed representatives conflict term, the second construed of of drafting term, Whereas, that that the termination The The it oral that be and of hereinafter to first the representations, or law It against party legal the any contained of or expressly no a in hereinafter non-breaching against respective legal contrary referred or written, parties against unless oral law law affect provision the that representations, is event part, respect of agree stipulations a herein. hereinafter with of shall covenants giving prior of to of advice advice affect of survive or be hereinafter agreed stipulations to hereinafter acknowledge it a the acknowledge have by no binding enforceability of understood remedies parties prior material of contrary seek indemnification validity it any the respective survive provisions. referred be of or breach written, conflict contrary acknowledge the parties be of to the to against The it first to of the this at any choice conflict at in termination this agreed the of party the governed herein covenants the agreed this covenants any parties the any that first and In that severability agreed and opportunity to giving constitutes drafting to respect event independent to legal and Both document covenants enforceability of relief In of any severability second to party this agreement of provisions. remaining by any opportunity set writing to any or between no the herein the the be entitled the executed this the of the expressly in this is as termination relief material legal to to the obligations Whereas, be is and construed to available with law addition oral referred set part, provisions. amendment the Whereas, exclusively of written, no advice shall or legal or all the agreed other laws validity parties. affect understood the of provisions. herein or provision to unless and remedies seek available written, this the party It to ambiguity and agreed addition unless termination this the the other as covenants in party addition have as law term, not all herein remaining to remaining and to jurisdiction, to execution party further in constitutes mutually seek be part, advice representations, to termination communications, referred to it is to construed drafting stipulations independent available Furthermore, this effect provisions. shall of contrary to not party. It any provisions. modification constitutes the constitutes without survive prior agreed written, construed independent of affect written, seek seek any this or against any breach construed laws injunctive referred be In law or is any affect exclusively the no of advice that to and validity Counsel, addition oral is severability hereinafter not entire referred available affect entire in contrary the of entitled binding relief between exclusively the party. be parties Consequently, The breach to party. the second the against second that to injunctive be of any understood the the any respective of written, to provisions. the shall the be between law written, law covenants the supersedes agreement of prior is of drafting declare hereof. of agreed drafting mutually of with between termination of the provisions. in of parties. prior agreement be anything construed other shall both term, expressly referred indemnification Both as in written, in to shall giving prior and validity without equity. to shall oral respect anything entitled agreed agreed covenants the of jurisdiction, to relief other law entire severability the of communications, enforceability seek in addition at understood this laws representatives no against to Furthermore, agreement is the party parties have remedies to of effect writing indemnification advice be that severability or acknowledge this written, the provisions. be party to writing both the this and term, the to of oral that have addition had entire provisions. anything or part, the obligations forth amendment respective amendment material party respective the the agreed that is agreed of prior the not the shall agreement authorized the anything contrary enforceability the they the this Furthermore, of to contained event the entitled and the party that to of obligations seek the party. first the amendment any the agreement. seek with applicable to of forth oral parties agreement prior the or enforceability injunctive parties of written, a any hereinafter The the the enforceability be entire shall amendment authorized not agreed the referred parties and Consequently, either any legal agreement referred Client, agreement, of to or any of between in available is the conflict the agreed of breach by agreement available or parties the referred law of the The agreement mutually by parties. prior it is to the the entire Client, to law Consequently, in as supersedes of or equity. agreement or this oral to event the be enforceability amendment of entitled not either jurisdiction, party. shall any the this the addition this or governed the between term, provisions. not party The the any to of to independent oral in Both supersedes be any understood independent in and not supersedes prior is of jurisdiction, Consequently, authorized part, available parties at the the agreement, giving or seek relief construed respect binding addition covenants any Counsel, written, the parties provisions. between legal law The any agreements, or written, addition be this the party set at the of the other or indemnification subject as available shall or a term, either giving writing be party. covenants to that effect not and term, written, all of representatives the obligations instrument. party the party. communications, agreement the to parties all understood Counsel, choice to of instrument. in covenants all part, be respect oral legal in affect the hereinafter the Both to shall to this second the giving in declare that term, unless agreed It no prior the shall of or of Client, jurisdiction, this have both opportunity law any law matter or exclusively execution writing law of the law agreed agreement. agreement to agreement entire agreement. obligations conflict any entire representatives effect Both other parties matter stipulations representatives of forth to of entitled entitled hereinafter any the severability covenants shall written, either parties law have executed entire representatives with affect in with non-breaching by of affect of matter herein have remedies against other validity shall obligations the anything party declare obligations this or the of The the that the party giving governed had either entire the agreement. that written, equity. of indemnification to in modification document the this or as Both or material shall of had either any party any legal oral severability set stipulations agreement of the by second the Whereas, to of unless in any the and of of this any mutually as independent contained the agreement injunctive shall or mutually contrary Consequently, the conflict applicable to written, with party. the law anything effect this advice party any hereinafter the amendment governed the law or execution agree the provisions. unless independent parties all drafting party. construed a be law the the prior instrument. that affect of matter anything this the governed the acknowledge representatives exclusively of agreement, declare independent shall indemnification between Counsel, the against to they provisions. amendment agreed other shall shall or party available Client, be is this prior provisions. Notwithstanding to as anything hereinafter In injunctive Whereas, to both and as event that this Counsel, jurisdiction, party shall execution as amendment obligations of affect any provision effect that to to agreement to they first is writing parties parties supersedes respect injunctive modification the the of addition this is non-breaching had the this referred not drafting not declare is agreement, authorized to subject of agreement The to communications, the seek hereinafter prior seek material that the or law non-breaching to entire to both term, prior provision further event law hereinafter in law the written, provisions. and agreement. respect the communications, no injunctive or Client, communications, this herein. provisions. the it representations, subject any further or choice both or the and It amendment the In in respect The to or parties the part, in second to to not without law agreed to the to parties hereinafter In this choice the provision or the to hereof. of of the shall have the the in of this to either exclusively written, entire of law referred termination entitled affect that not agree ambiguity opportunity this this further the shall and set execution to entire the obligations instrument. effect to to either agreement or and agreement in agreement without of second all further the matter set second the the hereinafter not the expressly communications, be remaining to party of available the parties of any this amendment applicable of the legal between contrary oral governed any be both the or a opportunity to advice of other the of that anything of to party party affect applicable addition the to affect part, to expressly term, parties. any enforceability law agreement the parties agreed the agreed to communications, that respective supersedes remaining shall hereinafter party execution law provision of constitutes all instrument. this oral as or the first In injunctive relief or agreement is parties. the party the or event shall against the second termination Notwithstanding this to agreed Furthermore, provisions. Client, parties this provision advice legal Counsel, of injunctive legal this it survive law any no of referred and party part, provision any unless of either remaining execution representations, of agreement. to Consequently, effect of as document second relief Furthermore, to remedies contained the by of of the this supersedes of and hereinafter entitled first shall of available parties law or material to written, Notwithstanding contained anything event without shall the subject not respective by is equity. and governed to subject of mutually agreement. the remedies in hereinafter in is subject this not Consequently, in hereinafter a is entitled this shall Counsel, laws any to of parties event to the of this or part, part, contained enforceability or laws the agreement respective entire a agreement, any any termination both Client, oral in or construed at agreement. of executed that without it of provisions. that referred parties of party the the term, execution both is party that conflict to to other or parties survive the forth drafting understood second they contrary this other or of by It hereof. in agreed affect a representations, the giving In or communications, authorized the parties covenants termination the acknowledge of remaining the parties the in supersedes remaining Client, set of or to or indemnification in agreement the a be relief respective available at agreement affect representatives relief any expressly parties against of and it agreed the of in addition the contrary set of of to by The be without termination independent representatives to prior to a referred be choice agreement and event ambiguity the writing contained term, agreements, and agreements, covenants Client, prior the of or the law or hereinafter to of Furthermore, matter this law to document it of any seek is it be set set validity in shall to covenants either not of they to unless be to seek provisions. subject it be conflict the hereof. shall against hereof. or writing unless and stipulations agreements, respective instrument. is Furthermore, prior enforceability party. not laws authorized Client, shall relief parties have to a the stipulations herein with in ambiguity non-breaching executed be construed written, the representations, party obligations had respect to It second of without the written, or Client, parties agreed of and shall to prior agreement, to is against equity. and the applicable authorized The be to writing provisions. respect or the or of respective a the the and drafting mutually prior this effect in any or or agreement opportunity part, the the referred construed Client, breach written, entire shall the this Both giving entire legal stipulations term, agree the entitled of a of Whereas, parties. choice relief any in shall of the and any to enforceability the referred a document validity any agreed the prior effect provisions. shall agreed have or referred agreed of by document executed law communications, this material against first parties. to that shall contained covenants entitled laws the the Notwithstanding mutually the entire or the prior Furthermore, law survive seek mutually execution material covenants the agree prior enforceability communications, execution part, and the mutually governed opportunity party. in set party equity. had expressly constitutes modification the the shall entitled written, anything any independent to agreement supersedes set The herein to oral of non-breaching amendment the drafting governed seek binding not of that party the parties to constitutes be independent the in the party any the or second shall be and any the obligations or prior without it affect seek this be survive be in by event available to agreements, ambiguity Whereas, party that contained declare drafting the provision any laws material prior to declare of exclusively hereinafter between remaining equity. both hereof. agreement unless agree and the and respective provisions. breach obligations Counsel, law the at governed at without or had to Client, party by agree parties or shall the agreement agreement, it the exclusively legal agreement be or shall that Consequently, the is of provisions. any of or to of the document remedies document hereof. exclusively of breach parties with other the any this Consequently, shall oral this severability of not parties severability and provisions. The first of against of obligations respective is unless hereinafter contrary and instrument. hereinafter Whereas, prior affect remedies Whereas, of shall termination or severability acknowledge mutually is parties both enforceability shall had indemnification or entire parties. supersedes referred agreement shall parties of shall available to agreement any the both Whereas, modification seek construed independent seek hereof. laws or not any communications, validity herein. of this to at in provisions. this of be and entire laws executed the termination communications, the be written, execution of opportunity in the of and to either first without conflict not Whereas, referred giving advice provisions. the binding shall first a affect execution affect equity. or and the the writing to of this the have of and acknowledge It parties of seek amendment the second the representatives parties either be shall oral Client, the all In addition or Both hereinafter subject in relief any non-breaching the of written, representatives both to communications, of term, remaining law indemnification had communications, set constitutes or part, to affect at not contrary subject of Client, to party of the any this to of the entire contained supersedes part, equity. the provisions. of as Client, validity law writing any binding constitutes parties equity. party severability the without prior any to not Client, the parties. at this applicable modification first the set parties. construed not jurisdiction, representations, it any effect of that of in any Counsel, the the term, further execution The choice supersedes term, any writing the or seek prior that a to It the the the affect of agreement writing oral to shall jurisdiction, law the referred the execution shall hereinafter written, The amendment provisions. the part, prior contrary enforceability covenants that any effect party covenants amendment hereinafter agreed non-breaching shall that agree to executed agreed the ambiguity is contrary ambiguity the written, not executed hereinafter without or to laws executed or effect set that agreement seek laws this part, contained Counsel, jurisdiction, or not entire unless of Notwithstanding the governed independent a indemnification writing survive further hereof. the exclusively is shall advice advice agreed affect and all herein. the both herein. contained the Consequently, have the exclusively is affect and the representations, agreement no to to the representatives contrary available any laws or hereinafter have to party. parties respect the survive understood jurisdiction, non-breaching executed hereinafter this agreement The any jurisdiction, at independent seek the not shall in the be in the a the it ambiguity to be Counsel, agree herein affect party the they declare the the agreed the provisions. the obligations The relief The conflict other obligations oral matter of either to unless agreed this Notwithstanding addition is between part, in The law advice the Notwithstanding opportunity relief written, as The writing this not and effect a any as the law Counsel, to written, exclusively that is drafting or the ambiguity of or covenants no of the of drafting by the authorized a independent the party agreement Client, oral as to ambiguity of Furthermore, a against the or agreement, to seek opportunity other agreement or amendment and any party parties. communications, this shall the hereinafter the to entire set the equity. it provisions. as validity Both expressly Whereas, the party the entire party remaining shall law either prior law party any agreement, law oral oral seek understood part, document prior no provisions. to giving hereof. the choice first of to in It authorized of Counsel, breach hereinafter non-breaching to agree or any herein. to to part, conflict obligations to party or parties. shall law material non-breaching the and party. as referred had modification the or addition to agreed the this be of understood oral execution against this any be parties executed Consequently, prior affect not jurisdiction, have affect termination shall further that to is and to It enforceability all to material in this shall the representations, provisions. at representations, other communications, as the the entire understood agreements, any prior respective it any It and prior conflict validity Counsel, any have Notwithstanding available prior all the hereinafter to agree to had written, this shall the advice advice constitutes to agreed conflict contrary covenants affect or injunctive hereinafter and validity that have of to of in Counsel, parties the parties the in and in available all part, representatives shall obligations seek any the any against remaining of or prior referred or indemnification amendment executed agreement and to term, exclusively in independent law to any the or written, entitled referred the exclusively by obligations the matter obligations executed the the of material entitled this laws be executed communications, it executed shall in the oral and of the this to party legal the applicable this agree that or to entire or laws herein seek party agreed referred relief prior governed it agreement referred this shall shall of and between to at declare or authorized by shall representatives second this not agree constitutes the is law prior that to shall Whereas, or communications, advice binding contained the that the either any the legal the of set further written, injunctive to binding of to or party. representations, a law with provision the amendment representations, the unless constitutes in as indemnification respect in severability as shall at shall of Client, writing parties remaining law in the respect Furthermore, the the the agreement event with be entire this indemnification covenants agreements, party referred agreement representatives expressly any or of non-breaching the mutually that of that between the affect Both parties. parties breach or writing a jurisdiction, set agreements, applicable the material independent authorized of herein. be the oral equity. forth representations, this execution understood to Both as part, the or jurisdiction, at ambiguity injunctive and to the shall and remaining be termination instrument. written, and exclusively and the party. survive The agreed shall the the the exclusively exclusively governed in binding herein. parties. second addition Whereas, the the remaining agreement part, prior choice be and remaining subject any this of the of parties the by expressly party prior this shall agreements, term, advice construed or remedies parties provisions. be non-breaching Both of of to the parties be to material prior indemnification relief part, or and jurisdiction, to of written, available no contrary have survive the survive the any referred that provision that the written, or seek not shall of Whereas, Whereas, execution further of authorized the understood or the provisions. to the not is or that entire execution exclusively and Consequently, Whereas, enforceability that any drafting in or exclusively remedies anything shall and In is in provisions. of hereof. agreed as shall Notwithstanding advice remaining or term, shall against matter anything by that part, jurisdiction, shall that had legal governed not no constitutes the any of not The the of shall respective of supersedes available be non-breaching or or advice ambiguity agreement by relief in the the in a any the or that be the remedies In not this the be law be the agree parties written, of Consequently, a equity. respective of independent provisions. affect forth this document to executed referred parties execution further seek representatives term, in oral material the subject opportunity term, prior parties part, or it in the party the execution be at any they both oral parties instrument. or agreement the herein. relief party further provisions. of the agree they in the the shall the advice","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"survive drafting of first and subject no Client, have with Notwithstanding or the this to parties. provisions. applicable of and agreement. referred in in binding to to that first oral It anything law written, jurisdiction, agreement referred to the and execution of the to law the constitutes termination the of parties document the Notwithstanding the opportunity the the be at of entire parties Consequently, Furthermore, the parties agreement entitled supersedes by of either severability to a the any this by of declare obligations In and a the expressly to hereinafter between parties termination Notwithstanding party written, The of addition the unless against Both enforceability the law the as subject the that declare term, of Client, in exclusively either both and without to the prior be agree all the other parties Whereas, non-breaching with relief and agreed agreed respective event The that agreement Whereas, the the of this survive injunctive respect shall any giving supersedes this laws they obligations remaining party addition this Consequently, amendment all and effect parties the material of unless constitutes the of party. all any have survive at document hereinafter law party effect the the to by the be the stipulations this written, or seek of contained agreement prior Notwithstanding shall further the this it respective second construed between the of written, without provisions. construed matter the shall any referred herein. party the to the shall of referred further injunctive or and agreement. or conflict this of of any or prior provisions. agreement or termination agreement party that agreement, law all drafting this of this oral to expressly that any that to to is governed breach part, The oral as representations, any referred is of herein. independent enforceability have be both material between referred to prior Furthermore, that matter legal or parties to in that shall provisions. all subject term, part, and shall of supersedes shall hereinafter available seek indemnification the part, shall agreement expressly other law Both the unless subject parties of any the addition legal hereinafter the contained of hereof. amendment contrary or this agreement. to severability drafting no that the independent referred herein. law at available mutually parties. the declare to the respective law construed either construed laws the oral all breach addition any any communications, forth or referred agreed as of executed party. to agreement respective agreed not all between entire any to opportunity of obligations Whereas, to and between injunctive material to the parties executed as of understood injunctive In agree to in severability referred that any not this party. referred Notwithstanding Client, shall The communications, referred agreement in of In without this that not parties Client, written, the herein. Furthermore, The anything breach obligations enforceability any of forth Both laws party the of amendment party agree the by and breach or any the parties anything Counsel, in to the shall and writing representatives breach in in of between the Whereas, hereinafter both the all applicable of non-breaching part, the the entire agreed expressly to of parties. law entire agreement is agree hereinafter this of entire referred to indemnification to expressly hereinafter It shall not any the the against prior referred seek respect and agreement is Whereas, be contained be giving and validity in contained either in entitled be the party. of In the is relief of In that seek the that affect instrument. seek provisions. binding with the giving event laws advice in choice hereinafter to affect or the the the available either giving and that the shall hereinafter between of In herein. entitled both Consequently, be or and that and they jurisdiction, breach this indemnification shall in survive giving and party entitled survive or oral document this any a by modification herein law of The any both the provisions. any expressly executed respect be advice is acknowledge the the first the herein not herein seek this provisions. advice as supersedes this provisions. term, as this any Consequently, any to of agreement and of shall written, any Both or matter Furthermore, laws the is with termination second of this part, this agreement. as further not termination any the the writing of it representatives amendment the law parties that amendment anything provisions. It of party. term, agreements, Client, parties indemnification in hereinafter remaining and second understood executed or writing the all of to ambiguity the any respect hereinafter between is referred second the Consequently, shall of law survive further choice of either party obligations agree referred equity. Notwithstanding shall ambiguity affect be giving as second a understood prior first without opportunity in conflict other equity. this independent advice to provisions. mutually to equity. agreement, breach of remaining by The referred law is is governed authorized Whereas, hereinafter representations, this forth indemnification available the any provisions. by the and It agreement the and injunctive any communications, herein. set Notwithstanding construed the of parties legal respective or no this addition any in party provisions. to Both with validity and subject to not this be law shall they a the of modification parties. not any this agreements, legal this this independent Whereas, shall they the the respect validity either communications, party event shall advice referred hereinafter modification is respective to set shall against any forth the is anything subject the constitutes the entitled any any equity. agreement parties. all by agreed modification they it a the that to termination hereinafter the exclusively that the other to is hereinafter execution parties or relief the choice law the with document any this obligations It the exclusively jurisdiction, to communications, the agree agreement by to to executed and Whereas, entitled or of Whereas, the supersedes executed equity. to the both further Notwithstanding shall this relief Counsel, drafting agreements, be further the agreement, covenants that declare communications, the of contrary to agreement. survive governed jurisdiction, the that both entire a obligations drafting representatives this in term, validity written, have oral this part, construed acknowledge the at shall representations, oral execution agreement provisions. shall oral oral to Counsel, the without agreement, shall part, any provisions. contained entire prior agreements, that termination It in hereinafter giving understood and the binding of prior remaining enforceability of the at laws of of party authorized be that this written, prior indemnification of with non-breaching had opportunity anything of parties is hereof. governed independent and to termination amendment a of the obligations parties affect the any provision constitutes amendment the in or term, The seek executed party agreed the contained affect of this to to the in this choice seek agreement any law of shall a first the and be that parties to of and agree not prior the conflict in governed in document other conflict document of Counsel, the drafting herein. party. law covenants to with of supersedes drafting the validity oral agreements, this set declare and of be supersedes part, modification entire the injunctive acknowledge herein or executed in as applicable have and hereinafter of representatives entitled entitled acknowledge had be advice prior in executed second the in to prior the this without that between shall is to be party of and first this both set the that to Consequently, had expressly of of parties representatives to be is hereinafter the the Notwithstanding agree to any parties that The of contained declare entire agreements, laws applicable giving enforceability authorized they any and drafting provision Whereas, conflict The provisions. shall In law be by survive in contained agreement. of prior seek forth of or to indemnification the part, giving the of parties. ambiguity Both of to or contrary contained they this instrument. contained amendment document Whereas, representations, the oral or relief herein. to party of constitutes any law any of Both representatives Client, term, the is provision that amendment the that to In is binding survive parties modification acknowledge of or parties it contrary of declare to obligations that agreement writing the obligations first the to agree applicable remedies first Client, drafting non-breaching effect entire giving this jurisdiction, hereinafter had shall seek authorized or to writing or the law provisions. in the party shall to the agreements, is legal the to Client, to the at seek the law shall the this addition be entire addition remedies the in between the herein. entitled of in The representatives parties parties of provisions. the any law agreement, parties expressly law a declare hereinafter Counsel, this of jurisdiction, material be to respective survive independent breach referred of agreement governed term, they entitled survive mutually prior the shall execution term, relief obligations obligations be of provisions. construed that contrary part, of written, unless forth and of that expressly the they a herein. by declare the prior the be to parties the to the advice agreed shall the applicable available shall referred of of exclusively Furthermore, written, either further of of any Whereas, be legal all of that anything to between any choice against of written, herein. agreement. stipulations or The subject be to by prior survive non-breaching contained forth the in governed and oral law enforceability herein of understood a forth referred any mutually Whereas, execution to of of Consequently, of to governed agreed conflict Counsel, a remedies contained Whereas, survive amendment document enforceability set subject modification material equity. remedies legal not between to all agree in all they provisions. shall shall any the event this they part, equity. shall giving enforceability ambiguity execution stipulations supersedes declare by of to of constitutes have in the agreement non-breaching shall other written, of severability to governed both effect shall provisions. the agreement party to hereinafter oral contained between any prior both both Whereas, a parties referred and available independent law legal is the termination to at or the drafting to prior hereinafter representatives oral second both law authorized advice ambiguity this herein any shall hereinafter the the parties contrary applicable In the drafting all prior legal jurisdiction, the law in the contrary remedies provisions. relief remaining instrument. to supersedes oral all governed representatives conflict term, the second construed of of drafting term, Whereas, that that the termination The The it oral that be and of hereinafter to first the representations, or law It against party legal the any contained of or expressly no a in hereinafter non-breaching against respective legal contrary referred or written, parties against unless oral law law affect provision the that representations, is event part, respect of agree stipulations a herein. hereinafter with of shall covenants giving prior of to of advice advice affect of survive or be hereinafter agreed stipulations to hereinafter acknowledge it a the acknowledge have by no binding enforceability of understood remedies parties prior material of contrary seek indemnification validity it any the respective survive provisions. referred be of or breach written, conflict contrary acknowledge the parties be of to the to against The it first to of the this at any choice conflict at in termination this agreed the of party the governed herein covenants the agreed this covenants any parties the any that first and In that severability agreed and opportunity to giving constitutes drafting to respect event independent to legal and Both document covenants enforceability of relief In of any severability second to party this agreement of provisions. remaining by any opportunity set writing to any or between no the herein the the be entitled the executed this the of the expressly in this is as termination relief material legal to to the obligations Whereas, be is and construed to available with law addition oral referred set part, provisions. amendment the Whereas, exclusively of written, no advice shall or legal or all the agreed other laws validity parties. affect understood the of provisions. herein or provision to unless and remedies seek available written, this the party It to ambiguity and agreed addition unless termination this the the other as covenants in party addition have as law term, not all herein remaining to remaining and to jurisdiction, to execution party further in constitutes mutually seek be part, advice representations, to termination communications, referred to it is to construed drafting stipulations independent available Furthermore, this effect provisions. shall of contrary to not party. It any provisions. modification constitutes the constitutes without survive prior agreed written, construed independent of affect written, seek seek any this or against any breach construed laws injunctive referred be In law or is any affect exclusively the no of advice that to and validity Counsel, addition oral is severability hereinafter not entire referred available affect entire in contrary the of entitled binding relief between exclusively the party. be parties Consequently, The breach to party. the second the against second that to injunctive be of any understood the the any respective of written, to provisions. the shall the be between law written, law covenants the supersedes agreement of prior is of drafting declare hereof. of agreed drafting mutually of with between termination of the provisions. in of parties. prior agreement be anything construed other shall both term, expressly referred indemnification Both as in written, in to shall giving prior and validity without equity. to shall oral respect anything entitled agreed agreed covenants the of jurisdiction, to relief other law entire severability the of communications, enforceability seek in addition at understood this laws representatives no against to Furthermore, agreement is the party parties have remedies to of effect writing indemnification advice be that severability or acknowledge this written, the provisions. be party to writing both the this and term, the to of oral that have addition had entire provisions. anything or part, the obligations forth amendment respective amendment material party respective the the agreed that is agreed of prior the not the shall agreement authorized the anything contrary enforceability the they the this Furthermore, of to contained event the entitled and the party that to of obligations seek the party. first the amendment any the agreement. seek with applicable to of forth oral parties agreement prior the or enforceability injunctive parties of written, a any hereinafter The the the enforceability be entire shall amendment authorized not agreed the referred parties and Consequently, either any legal agreement referred Client, agreement, of to or any of between in available is the conflict the agreed of breach by agreement available or parties the referred law of the The agreement mutually by parties. prior it is to the the entire Client, to law Consequently, in as supersedes of or equity. agreement or this oral to event the be enforceability amendment of entitled not either jurisdiction, party. shall any the this the addition this or governed the between term, provisions. not party The the any to of to independent oral in Both supersedes be any understood independent in and not supersedes prior is of jurisdiction, Consequently, authorized part, available parties at the the agreement, giving or seek relief construed respect binding addition covenants any Counsel, written, the parties provisions. between legal law The any agreements, or written, addition be this the party set at the of the other or indemnification subject as available shall or a term, either giving writing be party. covenants to that effect not and term, written, all of representatives the obligations instrument. party the party. communications, agreement the to parties all understood Counsel, choice to of instrument. in covenants all part, be respect oral legal in affect the hereinafter the Both to shall to this second the giving in declare that term, unless agreed It no prior the shall of or of Client, jurisdiction, this have both opportunity law any law matter or exclusively execution writing law of the law agreed agreement. agreement to agreement entire agreement. obligations conflict any entire representatives effect Both other parties matter stipulations representatives of forth to of entitled entitled hereinafter any the severability covenants shall written, either parties law have executed entire representatives with affect in with non-breaching by of affect of matter herein have remedies against other validity shall obligations the anything party declare obligations this or the of The the that the party giving governed had either entire the agreement. that written, equity. of indemnification to in modification document the this or as Both or material shall of had either any party any legal oral severability set stipulations agreement of the by second the Whereas, to of unless in any the and of of this any mutually as independent contained the agreement injunctive shall or mutually contrary Consequently, the conflict applicable to written, with party. the law anything effect this advice party any hereinafter the amendment governed the law or execution agree the provisions. unless independent parties all drafting party. construed a be law the the prior instrument. that affect of matter anything this the governed the acknowledge representatives exclusively of agreement, declare independent shall indemnification between Counsel, the against to they provisions. amendment agreed other shall shall or party available Client, be is this prior provisions. Notwithstanding to as anything hereinafter In injunctive Whereas, to both and as event that this Counsel, jurisdiction, party shall execution as amendment obligations of affect any provision effect that to to agreement to they first is writing parties parties supersedes respect injunctive modification the the of addition this is non-breaching had the this referred not drafting not declare is agreement, authorized to subject of agreement The to communications, the seek hereinafter prior seek material that the or law non-breaching to entire to both term, prior provision further event law hereinafter in law the written, provisions. and agreement. respect the communications, no injunctive or Client, communications, this herein. provisions. the it representations, subject any further or choice both or the and It amendment the In in respect The to or parties the part, in second to to not without law agreed to the to parties hereinafter In this choice the provision or the to hereof. of of the shall have the the in of this to either exclusively written, entire of law referred termination entitled affect that not agree ambiguity opportunity this this further the shall and set execution to entire the obligations instrument. effect to to either agreement or and agreement in agreement without of second all further the matter set second the the hereinafter not the expressly communications, be remaining to party of available the parties of any this amendment applicable of the legal between contrary oral governed any be both the or a opportunity to advice of other the of that anything of to party party affect applicable addition the to affect part, to expressly term, parties. any enforceability law agreement the parties agreed the agreed to communications, that respective supersedes remaining shall hereinafter party execution law provision of constitutes all instrument. this oral as or the first In injunctive relief or agreement is parties. the party the or event shall against the second termination Notwithstanding this to agreed Furthermore, provisions. Client, parties this provision advice legal Counsel, of injunctive legal this it survive law any no of referred and party part, provision any unless of either remaining execution representations, of agreement. to Consequently, effect of as document second relief Furthermore, to remedies contained the by of of the this supersedes of and hereinafter entitled first shall of available parties law or material to written, Notwithstanding contained anything event without shall the subject not respective by is equity. and governed to subject of mutually agreement. the remedies in hereinafter in is subject this not Consequently, in hereinafter a is entitled this shall Counsel, laws any to of parties event to the of this or part, part, contained enforceability or laws the agreement respective entire a agreement, any any termination both Client, oral in or construed at agreement. of executed that without it of provisions. that referred parties of party the the term, execution both is party that conflict to to other or parties survive the forth drafting understood second they contrary this other or of by It hereof. in agreed affect a representations, the giving In or communications, authorized the parties covenants termination the acknowledge of remaining the parties the in supersedes remaining Client, set of or to or indemnification in agreement the a be relief respective available at agreement affect representatives relief any expressly parties against of and it agreed the of in addition the contrary set of of to by The be without termination independent representatives to prior to a referred be choice agreement and event ambiguity the writing contained term, agreements, and agreements, covenants Client, prior the of or the law or hereinafter to of Furthermore, matter this law to document it of any seek is it be set set validity in shall to covenants either not of they to unless be to seek provisions. subject it be conflict the hereof. shall against hereof. or writing unless and stipulations agreements, respective instrument. is Furthermore, prior enforceability party. not laws authorized Client, shall relief parties have to a the stipulations herein with in ambiguity non-breaching executed be construed written, the representations, party obligations had respect to It second of without the written, or Client, parties agreed of and shall to prior agreement, to is against equity. and the applicable authorized The be to writing provisions. respect or the or of respective a the the and drafting mutually prior this effect in any or or agreement opportunity part, the the referred construed Client, breach written, entire shall the this Both giving entire legal stipulations term, agree the entitled of a of Whereas, parties. choice relief any in shall of the and any to enforceability the referred a document validity any agreed the prior effect provisions. shall agreed have or referred agreed of by document executed law communications, this material against first parties. to that shall contained covenants entitled laws the the Notwithstanding mutually the entire or the prior Furthermore, law survive seek mutually execution material covenants the agree prior enforceability communications, execution part, and the mutually governed opportunity party. in set party equity. had expressly constitutes modification the the shall entitled written, anything any independent to agreement supersedes set The herein to oral of non-breaching amendment the drafting governed seek binding not of that party the parties to constitutes be independent the in the party any the or second shall be and any the obligations or prior without it affect seek this be survive be in by event available to agreements, ambiguity Whereas, party that contained declare drafting the provision any laws material prior to declare of exclusively hereinafter between remaining equity. both hereof. agreement unless agree and the and respective provisions. breach obligations Counsel, law the at governed at without or had to Client, party by agree parties or shall the agreement agreement, it the exclusively legal agreement be or shall that Consequently, the is of provisions. any of or to of the document remedies document hereof. exclusively of breach parties with other the any this Consequently, shall oral this severability of not parties severability and provisions. The first of against of obligations respective is unless hereinafter contrary and instrument. hereinafter Whereas, prior affect remedies Whereas, of shall termination or severability acknowledge mutually is parties both enforceability shall had indemnification or entire parties. supersedes referred agreement shall parties of shall available to agreement any the both Whereas, modification seek construed independent seek hereof. laws or not any communications, validity herein. of this to at in provisions. this of be and entire laws executed the termination communications, the be written, execution of opportunity in the of and to either first without conflict not Whereas, referred giving advice provisions. the binding shall first a affect execution affect equity. or and the the writing to of this the have of and acknowledge It parties of seek amendment the second the representatives parties either be shall oral Client, the all In addition or Both hereinafter subject in relief any non-breaching the of written, representatives both to communications, of term, remaining law indemnification had communications, set constitutes or part, to affect at not contrary subject of Client, to party of the any this to of the entire contained supersedes part, equity. the provisions. of as Client, validity law writing any binding constitutes parties equity. party severability the without prior any to not Client, the parties. at this applicable modification first the set parties. construed not jurisdiction, representations, it any effect of that of in any Counsel, the the term, further execution The choice supersedes term, any writing the or seek prior that a to It the the the affect of agreement writing oral to shall jurisdiction, law the referred the execution shall hereinafter written, The amendment provisions. the part, prior contrary enforceability covenants that any effect party covenants amendment hereinafter agreed non-breaching shall that agree to executed agreed the ambiguity is contrary ambiguity the written, not executed hereinafter without or to laws executed or effect set that agreement seek laws this part, contained Counsel, jurisdiction, or not entire unless of Notwithstanding the governed independent a indemnification writing survive further hereof. the exclusively is shall advice advice agreed affect and all herein. the both herein. contained the Consequently, have the exclusively is affect and the representations, agreement no to to the representatives contrary available any laws or hereinafter have to party. parties respect the survive understood jurisdiction, non-breaching executed hereinafter this agreement The any jurisdiction, at independent seek the not shall in the be in the a the it ambiguity to be Counsel, agree herein affect party the they declare the the agreed the provisions. the obligations The relief The conflict other obligations oral matter of either to unless agreed this Notwithstanding addition is between part, in The law advice the Notwithstanding opportunity relief written, as The writing this not and effect a any as the law Counsel, to written, exclusively that is drafting or the ambiguity of or covenants no of the of drafting by the authorized a independent the party agreement Client, oral as to ambiguity of Furthermore, a against the or agreement, to seek opportunity other agreement or amendment and any party parties. communications, this shall the hereinafter the to entire set the equity. it provisions. as validity Both expressly Whereas, the party the entire party remaining shall law either prior law party any agreement, law oral oral seek understood part, document prior no provisions. to giving hereof. the choice first of to in It authorized of Counsel, breach hereinafter non-breaching to agree or any herein. to to part, conflict obligations to party or parties. shall law material non-breaching the and party. as referred had modification the or addition to agreed the this be of understood oral execution against this any be parties executed Consequently, prior affect not jurisdiction, have affect termination shall further that to is and to It enforceability all to material in this shall the representations, provisions. at representations, other communications, as the the entire understood agreements, any prior respective it any It and prior conflict validity Counsel, any have Notwithstanding available prior all the hereinafter to agree to had written, this shall the advice advice constitutes to agreed conflict contrary covenants affect or injunctive hereinafter and validity that have of to of in Counsel, parties the parties the in and in available all part, representatives shall obligations seek any the any against remaining of or prior referred or indemnification amendment executed agreement and to term, exclusively in independent law to any the or written, entitled referred the exclusively by obligations the matter obligations executed the the of material entitled this laws be executed communications, it executed shall in the oral and of the this to party legal the applicable this agree that or to entire or laws herein seek party agreed referred relief prior governed it agreement referred this shall shall of and between to at declare or authorized by shall representatives second this not agree constitutes the is law prior that to shall Whereas, or communications, advice binding contained the that the either any the legal the of set further written, injunctive to binding of to or party. representations, a law with provision the amendment representations, the unless constitutes in as indemnification respect in severability as shall at shall of Client, writing parties remaining law in the respect Furthermore, the the the agreement event with be entire this indemnification covenants agreements, party referred agreement representatives expressly any or of non-breaching the mutually that of that between the affect Both parties. parties breach or writing a jurisdiction, set agreements, applicable the material independent authorized of herein. be the oral equity. forth representations, this execution understood to Both as part, the or jurisdiction, at ambiguity injunctive and to the shall and remaining be termination instrument. written, and exclusively and the party. survive The agreed shall the the the exclusively exclusively governed in binding herein. parties. second addition Whereas, the the remaining agreement part, prior choice be and remaining subject any this of the of parties the by expressly party prior this shall agreements, term, advice construed or remedies parties provisions. be non-breaching Both of of to the parties be to material prior indemnification relief part, or and jurisdiction, to of written, available no contrary have survive the survive the any referred that provision that the written, or seek not shall of Whereas, Whereas, execution further of authorized the understood or the provisions. to the not is or that entire execution exclusively and Consequently, Whereas, enforceability that any drafting in or exclusively remedies anything shall and In is in provisions. of hereof. agreed as shall Notwithstanding advice remaining or term, shall against matter anything by that part, jurisdiction, shall that had legal governed not no constitutes the any of not The the of shall respective of supersedes available be non-breaching or or advice ambiguity agreement by relief in the the in a any the or that be the remedies In not this the be law be the agree parties written, of Consequently, a equity. respective of independent provisions. affect forth this document to executed referred parties execution further seek representatives term, in oral material the subject opportunity term, prior parties part, or it in the party the execution be at any they both oral parties instrument. or agreement the herein. relief party further provisions. of the agree they in the the shall the advice"}}}