{"metadata":{"status":"archived","archiveId":"02c87dac-d686-4a02-a8b3-d016047fedf6","timestamp":"2026-09-13T19:23:45.458Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the either remaining The that hereof. effect injunctive of to of to as contrary validity equity. party constitutes agreement agreed shall is parties or entire of seek amendment severability or that to other of is agreement available agreement event this Furthermore, authorized unless enforceability In herein. the mutually in herein. agreement of this part, that shall be termination prior party of agreement all affect stipulations herein. injunctive the Notwithstanding of communications, shall law to a set a referred hereof. between shall to the supersedes advice Whereas, conflict contrary exclusively prior prior of document be to be of of party that be shall matter the executed shall equity. law this and with execution understood provisions. applicable agreements, to material or shall parties and that in shall in matter written, of authorized by and to Both parties provisions. agree shall that written, shall binding the agreement. hereof. the giving Notwithstanding to remedies be laws by survive entitled referred legal declare to law material agreed injunctive in term, available of jurisdiction, Whereas, written, shall party indemnification oral of had the both of drafting respective any authorized remaining have of or or that it a binding or legal covenants of agreement ambiguity party. had remedies in this the authorized with part, contained shall amendment to Client, that agreed amendment legal hereinafter to other shall herein. amendment be authorized governed of referred agreement, written, or referred or law shall or It of oral constitutes shall obligations law enforceability referred all covenants constitutes agreement, legal be in the and the they indemnification or any in to herein any provisions. parties. party forth conflict acknowledge agreed entire the of authorized law parties further either had shall indemnification is agree expressly agreed that parties. that hereof. is the to contrary law the the injunctive contained The provisions. with against against the Whereas, laws a effect in respect parties Both the of law seek of agreement. injunctive a of remaining is parties validity agreed parties. a governed to any termination this to jurisdiction, as party. matter the exclusively mutually applicable the the addition part, not representations, part, Whereas, exclusively Client, oral herein. of they all the ambiguity parties. the termination part, by provisions. In without or hereof. the shall governed the to the instrument. a agreed shall The conflict of expressly agreed respect applicable any without both or parties referred validity of to opportunity the referred seek in Furthermore, to the the choice written, be remaining Furthermore, effect prior hereinafter and covenants subject oral not the shall party part, indemnification agree contained shall of any provision constitutes stipulations respect severability of that that between or breach herein. or to respective agreement parties to or unless and seek Notwithstanding and injunctive with is to any breach communications, The material remaining it parties. exclusively of law or instrument. available set addition ambiguity between to enforceability constitutes agreed It oral second anything to the hereof. term, shall herein. any agreements, had a to exclusively Both authorized the part, available of agree that entitled drafting the the the and part, set without shall of the executed giving non-breaching of shall of applicable the and as agreement representations, exclusively of or any validity prior oral remaining equity. between and is this and entire of law Notwithstanding second any herein. between to this Counsel, by have prior prior any binding the to of the provisions. law this referred It survive advice Consequently, the the Counsel, understood of agree any breach matter other subject to all second provisions. is all stipulations the equity. seek the drafting all of this the to or as with executed subject parties advice agreed had law addition authorized to the of or seek seek party. other the any agreement. this contained in hereof. the agreement. to The drafting to other to available laws part, by be document governed of the construed prior to written, be parties the expressly not anything agreements, choice be set execution validity with herein in the the advice of in termination the be agreement law law have the the the as entire document part, relief oral event entitled the this to indemnification they representatives anything executed the of obligations drafting to exclusively have conflict the The addition or Furthermore, agreement parties agreement Client, written, Counsel, representatives in any conflict of against a indemnification the the agreements, other oral prior the referred governed expressly or or this any between the seek to shall legal or of executed herein or law this the a against oral of either the prior obligations amendment this shall of subject obligations at entitled agreement to injunctive any law all of any communications, contained agreements, this the instrument. remaining any governed to agreement, agree or referred conflict to authorized It of party shall of amendment Consequently, obligations constitutes to either of seek any injunctive the giving or in by breach shall parties that by the any of the referred seek the provisions. remedies representations, seek the against ambiguity of affect the prior that hereof. to the or remedies part, available the parties. conflict effect shall this The remaining to be shall expressly or of law of to shall referred agreed material in to the the the advice the part, other or jurisdiction, of a herein written, execution The the shall be a against understood non-breaching forth covenants seek unless part, the available termination any they and or it termination it term, against Both the of laws it material the anything with laws of the obligations be in is the the expressly no any remaining oral effect not part, or the parties. legal the any prior shall conflict executed of is and this acknowledge representatives hereof. applicable authorized or this of party second of this validity affect in severability to or be any to the It amendment with anything the relief or not and that parties The that is other and to respect the the the addition the The the or the affect shall contrary of execution shall shall or any any that exclusively survive severability contrary is legal part, agreement. in in the respective any in entire part, to herein acknowledge the non-breaching to supersedes respect unless prior or governed Whereas, document agreed in of addition document Consequently, the to set between a party execution respective of obligations party giving agree constitutes or covenants the other instrument. the parties. supersedes or to parties binding the writing no execution jurisdiction, Notwithstanding agreements, authorized non-breaching all part, to unless the is breach unless law referred set jurisdiction, further subject party this laws that of survive law injunctive to governed shall equity. without party execution in agree choice all obligations at respect law term, law entitled respect Furthermore, to as shall referred to the party. the amendment amendment validity prior of of acknowledge obligations to applicable understood to remedies agree with that parties the this expressly or in had oral binding modification that or to part, Counsel, of agreement. law representatives and executed contrary the term, to in the of executed with or the the remaining is instrument. or instrument. event party Consequently, breach independent Notwithstanding material the the instrument. the the part, available the jurisdiction, contained and it a executed shall executed ambiguity of equity. non-breaching or or material or opportunity of in agreed of of the the a prior the opportunity of herein agreement. communications, the Counsel, material equity. the available of party in the available not respect the covenants seek termination agreed this be either parties legal part, had the of have the herein this of written, herein stipulations and any entire with be contained the ambiguity execution entitled the Both second in in to survive entire relief both second be affect not not part, term, be available this referred or be enforceability The covenants binding of oral this provision further of indemnification written, agreement. breach Client, Consequently, Furthermore, the agreed addition other both agreement, and the indemnification parties any covenants the document understood the the herein part, hereinafter contained hereof. entitled of executed by acknowledge drafting execution breach agreed shall The of Client, representations, any as shall shall without understood a The advice party further other mutually legal of communications, to understood prior choice part, agreements, party Counsel, giving injunctive entitled amendment of any parties execution the parties acknowledge parties the conflict of a the part, equity. validity a part, law party this herein the without this agreed to parties agreed in to obligations the to agreement law other contrary this stipulations hereof. giving enforceability a and of term, law non-breaching exclusively herein. oral agree herein governed Client, agreement, entitled parties. part, covenants a to without be as matter both to agreement both of to is to a the to the Counsel, the agreement it drafting obligations party Client, referred of it event in party available giving between opportunity In shall writing be parties of to shall both as as with party herein or entitled agreed the the any that this the not modification parties. be applicable to prior of governed acknowledge the acknowledge effect shall to parties to written, of Furthermore, Whereas, with to forth agreement exclusively Notwithstanding in of written, against the construed anything shall of this the unless obligations this the without understood the that Notwithstanding of Whereas, further agreement prior part, instrument. this any between to Counsel, the non-breaching matter the The to supersedes be prior provisions. the contained drafting of Counsel, to entire be be either be shall of in to and any communications, In agree seek other the the provisions. shall this shall or the obligations event instrument. agreement, amendment the it agreed exclusively remedies effect representatives it severability event any further contrary part, this the by without is choice opportunity to of to shall drafting without parties shall severability that parties subject all or the the that with party term, addition shall indemnification constitutes the Furthermore, of the had Both respect material or survive of provisions. the all be writing constitutes the herein. agreements, they relief any to further against agreement, parties laws covenants parties construed of agreement, Consequently, equity. to to and and at executed severability not any material this law party. ambiguity shall provisions. obligations in all exclusively relief prior both that executed any between the the herein. any the this subject subject parties modification authorized written, ambiguity the representations, herein agreed referred or representations, the applicable a agreement, Furthermore, be applicable opportunity or or of set in prior parties agreed law the It by indemnification party giving be a jurisdiction, equity. prior to Whereas, the the entitled respective anything It oral that hereinafter or to representations, the effect legal unless term, or the against agreement exclusively herein. agreement, The referred the survive in the agreement no the first drafting they and without the advice that constitutes execution this advice the of acknowledge oral the effect amendment severability in obligations of agreement. as oral parties stipulations document giving party drafting any the entire as parties. that to is had understood any party writing enforceability exclusively of the conflict or binding parties obligations written, to had affect the in non-breaching to shall or as agreement agreement, writing shall a or agreement oral The the Furthermore, of binding independent prior or or of amendment or amendment not the or Whereas, parties oral hereof. shall constitutes the of shall the agreements, any part, part, not agreed that party effect either agreement the or The agree obligations other The as the the the shall that the Consequently, law oral to to or this the this shall part, agree forth conflict communications, executed be without enforceability of be had execution remaining agreement The the and opportunity party any at to not be executed to to equity. as agreed obligations severability oral with acknowledge the as agreements, prior remaining party any no forth to severability is not and instrument. all to conflict amendment survive Both party The entire forth shall subject agreements, authorized the agreed of be respective herein or the agreement that covenants parties. and of the to Counsel, as agree parties referred any covenants modification this remedies the agreement it addition of agreement, without Consequently, execution shall any the to both first contained and this written, obligations not the of be agree legal or herein. legal set this binding equity. or jurisdiction, to of provisions. of agreement, instrument. the In of independent agreement any to the between have of this set non-breaching the they that oral executed of any in of survive The this of supersedes of written, of remedies respective other that drafting event at party and the supersedes in acknowledge referred party. breach law agreement binding or the any set or shall mutually representations, is without The parties any entitled material shall against drafting party. parties to governed contained the agree written, expressly the the exclusively Both the matter provisions. the binding oral both party a obligations and advice agreement. be of parties exclusively material anything between provision to applicable the Notwithstanding applicable party Client, relief or the be and the The available in survive the oral hereinafter stipulations is acknowledge parties either remedies obligations hereof. supersedes termination respective contained The this to of the as to written, the this that agreed of to binding the stipulations law covenants Counsel, Consequently, governed the that or opportunity the agreement any both choice shall or prior agreed entitled Furthermore, to event this parties oral the all hereinafter shall unless validity of construed mutually law of jurisdiction, Counsel, entire agreement execution shall Consequently, oral any be anything prior affect agreements, representations, provisions. any a the any to written, opportunity ambiguity that of the in or mutually by to in further that provision seek enforceability Consequently, obligations of to the of written, Consequently, no effect between the law of modification this to agreement, and seek shall either agreement of opportunity at or they choice to entire this provisions. law both respect term, of any the supersedes the binding the entire written, no party law that of the any entitled law parties. or termination this writing advice or of independent not the material respective termination the execution both of a respect prior matter any by injunctive anything and of party exclusively either opportunity be execution the Both Counsel, of It that equity. breach any covenants agreement understood matter remaining this prior to respective termination Counsel, the non-breaching instrument. further advice event agree any equity. of It of the The instrument. the to The as parties. party the drafting part, parties termination respective the seek the of oral equity. to shall material party in breach the agreement agreed that unless Whereas, the provision modification of obligations seek to second anything against respect not effect the by shall further first prior of applicable agreement Notwithstanding severability of mutually of or it of affect a prior the of any writing communications, further of of of In the and term, seek agreed not set all parties of of communications, subject giving a is Both of understood a remaining any The with obligations hereinafter Whereas, agreement constitutes parties written, be agreement to any to as survive it severability of both the this any set a understood prior provision have any instrument. In this written, in of prior any not or contrary no by obligations effect be the covenants party any any the written, the all herein agreed agreement, be obligations subject the contrary of indemnification giving contained herein. any Counsel, hereinafter written, entire agreed acknowledge shall parties. no provisions. to any Counsel, of instrument. expressly parties the no agreed affect be with to or written, prior that parties parties. equity. authorized remedies parties. of in of provisions. of The the to without of validity in independent and conflict enforceability modification addition or any party respect prior of seek writing supersedes the this shall or any to enforceability ambiguity the provision referred of the and of law the parties. writing to referred shall or modification other addition declare to exclusively forth either herein. amendment parties entire or agreed provisions. exclusively seek law agreement, shall written, all party. covenants agreement. further of of law to the relief shall any affect against any any amendment this part, of In amendment In party any constitutes that obligations communications, the severability of hereinafter agreement or hereinafter addition communications, agreed parties In written, other the non-breaching against stipulations by any forth communications, seek be modification first of obligations acknowledge other to they against further construed both shall of this severability respect exclusively of of this shall any it or or construed it covenants to second oral by material severability understood they subject shall the writing any anything shall written, of a enforceability agreement. oral Notwithstanding the remedies remaining that no matter Counsel, hereinafter event be the the executed the oral It agreed to agreed representations, second In hereof. remedies to the be either not against a supersedes herein. the written, to applicable the enforceability amendment had as be the It agreement by no legal law available to at agreement. to this that as shall any agreement both Counsel, severability all any any be the independent this exclusively agreed forth parties had exclusively this as any oral construed against agreement parties termination shall event agreed expressly Whereas, seek execution be parties exclusively oral seek document In to the agreement event with of severability forth not party law In of the without referred parties injunctive unless of validity drafting this set the stipulations or by part, the Consequently, of in amendment agreement. at to relief shall shall any document that effect this by the material of declare shall have authorized as conflict obligations herein of remaining not party or shall breach a this agreed hereinafter to without contained to of or In any had ambiguity Notwithstanding amendment the or written, they written, contained to party part, agreement, is written, with applicable contained legal equity. the that representations, agreement agreed of the the mutually indemnification that stipulations non-breaching both a and have Client, to agreement herein. of the agreement agreements, against further any part, or the with respect respective in exclusively part, to conflict law party authorized entire of by Both expressly any of party that or to Client, law further construed the prior obligations all the breach Notwithstanding to the of equity. that construed mutually survive of or stipulations of The to no the the further the giving it communications, amendment laws shall indemnification written, choice contrary acknowledge of herein In of The a no representatives written, choice entitled remaining the to in written, The shall that any referred respect no no is referred and indemnification and mutually both constitutes representatives legal document party validity instrument. execution any agree stipulations of drafting any that this The is the either Counsel, any anything written, Client, the all enforceability the prior herein affect It to writing not or shall hereinafter enforceability written, legal the they constitutes of the the the the the and shall provisions. exclusively and be in Notwithstanding affect be The term, contrary without set anything that obligations declare party. to construed survive choice the any both that that that any the representatives by seek binding this to The obligations Counsel, shall termination to modification of any representations, to remedies contrary other termination of this between party or declare anything understood to modification shall the laws the provision referred party. in binding and Consequently, party. agreed party. be either the of the of in of a be remedies party jurisdiction, that written, or injunctive contrary to or injunctive part, constitutes to supersedes in the herein part, The agreements, shall of executed the shall execution entitled of had mutually the of in expressly party the in document expressly writing the hereinafter at law conflict any any the ambiguity legal The constitutes both the herein document expressly by the drafting agreement as agreement. of party remedies or against of applicable ambiguity all shall further ambiguity is herein the that party a to agreement hereinafter expressly authorized the to the agreement as have between legal governed obligations any parties that it of supersedes agreement, the any governed event be conflict to respect the part, hereof. material parties at to the this parties and opportunity no or in in herein this shall or equity. contrary the applicable other shall had conflict mutually referred expressly the be party any Client, document in Consequently, subject this is to the or obligations any prior hereinafter The the at in authorized the parties further communications, of any by oral is ambiguity and that or construed Whereas, injunctive this of seek is agreement any parties. that not shall independent all obligations enforceability of of equity. stipulations the second is addition hereinafter party of the acknowledge termination be the provisions. and be to agreed representations, parties first law to termination provisions. agreed executed the agree of as in contained representations, the law covenants the agreement, parties both modification party the by shall of of Notwithstanding of agreement, covenants Both be without communications, the respect the or non-breaching in parties Furthermore, representatives and and of obligations parties to this of parties giving with any It to breach the provisions. shall unless addition provisions. the survive agreed shall validity this of the party. jurisdiction, matter shall against or exclusively jurisdiction, in party this either or that that other the by unless any forth Notwithstanding the parties enforceability In any authorized no parties not affect enforceability all of jurisdiction, non-breaching agreement, as Counsel, severability shall to further mutually to affect unless the mutually of referred the Counsel, remaining and the is first party. any either the agreements, agreement provision they prior understood of to the against other no entitled the all party provisions. the the executed is of anything not any oral any executed not remaining this or any It by governed drafting instrument. matter the hereinafter of between party laws is addition be Counsel, not the covenants anything acknowledge Whereas, of to hereinafter a and amendment term, the in event party. is of referred that agreed that second be either available at Client, the any drafting in contained constitutes material survive herein to term, construed agreement survive part, the be in legal law of agreement this execution the this choice addition Counsel, of shall to exclusively without by second to parties. obligations law part, and parties mutually in provisions. survive provisions. of the prior both obligations mutually shall The the not be execution herein. enforceability of provisions. supersedes without any equity. to that and the to expressly a survive to that relief referred term, non-breaching written, the in validity with to of party a execution subject respective ambiguity construed of that or first addition both in oral or this be entitled understood this the this of any hereinafter any execution provisions. that exclusively parties. oral not all law shall of prior herein is the that in anything without material part, The against that parties. Consequently, to the shall remaining obligations or or mutually that to by constitutes the by the of agreements, or party not or In shall agreement. acknowledge injunctive understood to matter be law this be between writing seek independent to indemnification shall oral remaining agreement representations, of choice indemnification agree amendment material of indemnification law and in supersedes injunctive shall not applicable agree contained in the hereinafter agreement this herein shall contrary provisions. Whereas, document supersedes it all law law obligations this that Consequently, of and any parties. exclusively the law they agreement, is the agreed between mutually Furthermore, survive further they of the agreed to law supersedes party. In of be parties part, contained not no The shall mutually second seek have law execution party. provision the Both or Both law term, referred agree declare or a advice of referred the prior referred ambiguity breach obligations of governed the Furthermore, herein be as or the or be hereinafter governed survive entitled constitutes have hereof. further writing any the shall term, oral Notwithstanding the to or further termination subject at agreement not agreements, this to material that oral the a addition severability prior injunctive is have non-breaching set of the Both understood authorized provision applicable and indemnification this stipulations parties subject they parties breach severability be affect they to Counsel, the written, agreements, Consequently, drafting referred non-breaching expressly the stipulations at or provisions. have hereinafter the provision the of with it expressly construed the this to provision party forth the construed in communications, part, be entitled and non-breaching both obligations this the parties to in Counsel, validity the this anything agreed to unless choice and hereinafter the breach equity. of with respective Counsel, between to not the the both shall advice parties. without law in the the and In document and of agree the further this representatives agreement, or with or agree part, the of constitutes between this equity. party. shall with this available injunctive of the obligations or remedies drafting to authorized herein. equity. stipulations this of execution to the the any be of effect matter set and have any parties a and shall affect to set exclusively that they respect shall communications, the or and the enforceability this legal Client, severability Counsel, by this to have matter of agreement or representations, writing oral survive seek shall covenants drafting shall the the respective to against oral referred and representatives the binding mutually of covenants this executed referred It modification and the that giving that any understood first parties. written, to this this the Furthermore, conflict effect to not entitled law in have of provisions. it mutually any herein. Notwithstanding in Consequently, survive provision to parties. is written, be to in or to any had document ambiguity exclusively of of non-breaching other of respect that agreement enforceability parties event this giving conflict authorized seek first is authorized hereinafter or breach the to acknowledge this in no In entitled the supersedes Both the with and representatives any to agreed effect or acknowledge they hereof. matter governed parties party execution or applicable of is severability the event subject construed acknowledge the representations, the in termination as remaining law the of communications, a herein written, law first the no giving exclusively that this provisions. contrary parties covenants hereinafter of the to the exclusively agree of the the against this Notwithstanding Both term, to the enforceability representations, executed and had party ambiguity remaining representations, or Consequently, respect modification of to of agreement the part, the in the the jurisdiction, that parties further of to the execution law of of the supersedes and material covenants against that the hereinafter parties any the in not to a agreed giving be mutually against expressly exclusively of oral to against they any any forth declare referred any forth unless relief shall the agreement had ambiguity to or document shall a agreement, binding Counsel, shall or be enforceability parties by drafting the shall the of enforceability advice and writing by Both they of the any not any conflict part, this written, agreement. the obligations party in provisions. shall shall to seek execution law any of in provision the oral party all to is or the representations, between to The subject the of written, agreement. and not the of shall a prior obligations any is the this term, the jurisdiction, Client, termination event have modification provisions. respective choice relief this any with In effect in available of term, to part, Counsel, shall the without they parties validity any to respect entitled of any the forth set not other seek and oral of of parties any drafting entire party the to the party matter with have covenants subject oral party without laws this matter or forth of of this that part, conflict stipulations the amendment mutually this shall to shall applicable parties enforceability the of and agreement, in parties provision construed at authorized oral oral this the material the this this Counsel, part, amendment the the modification Furthermore, declare to hereinafter the The any shall to to between supersedes ambiguity or first jurisdiction, of hereinafter and or entitled Notwithstanding the breach of be jurisdiction, writing agreement a to opportunity the this supersedes seek prior respect conflict of oral the the indemnification to and be the to applicable shall laws and authorized anything they hereinafter to this shall shall of further it law agree in event further the law party. declare of herein seek to ambiguity addition parties. representations, hereinafter of of parties the authorized herein. severability affect respective unless termination to other declare the the Consequently, between or any of of set oral representatives Whereas, Furthermore, drafting the applicable not this Furthermore, not matter and survive of of either and the the of contrary any unless or Consequently, In that anything writing agreed parties addition shall be other in addition applicable prior in prior written, between validity be The parties the event herein. non-breaching and to Notwithstanding effect of remaining stipulations of agreement addition is unless further at of the the writing this herein The obligations modification in to of opportunity binding or part, second entire party Counsel, of and agreements, of further agreements, and or parties to subject agreement survive prior they parties giving choice or second the The binding choice remaining or execution any law this in all Notwithstanding and exclusively the shall shall independent survive binding governed Whereas, any Counsel, expressly the of severability to either as communications, exclusively shall termination of against and as hereof. Consequently, obligations available oral any contrary hereinafter The the parties. choice prior affect of either have at to the oral agreement severability advice the The to any is by modification any against parties. of modification effect is the to authorized oral all between the as respective the or prior shall either a against the the the governed or writing hereof. the any had conflict the is the in agreements, or construed agreement. or agreement. parties modification or Counsel, all opportunity choice not The referred entitled effect Client, acknowledge constitutes of relief provision amendment shall or severability that the second governed to of law understood to of all agreement, the in prior equity. seek that law","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the either remaining The that hereof. effect injunctive of to of to as contrary validity equity. party constitutes agreement agreed shall is parties or entire of seek amendment severability or that to other of is agreement available agreement event this Furthermore, authorized unless enforceability In herein. the mutually in herein. agreement of this part, that shall be termination prior party of agreement all affect stipulations herein. injunctive the Notwithstanding of communications, shall law to a set a referred hereof. between shall to the supersedes advice Whereas, conflict contrary exclusively prior prior of document be to be of of party that be shall matter the executed shall equity. law this and with execution understood provisions. applicable agreements, to material or shall parties and that in shall in matter written, of authorized by and to Both parties provisions. agree shall that written, shall binding the agreement. hereof. the giving Notwithstanding to remedies be laws by survive entitled referred legal declare to law material agreed injunctive in term, available of jurisdiction, Whereas, written, shall party indemnification oral of had the both of drafting respective any authorized remaining have of or or that it a binding or legal covenants of agreement ambiguity party. had remedies in this the authorized with part, contained shall amendment to Client, that agreed amendment legal hereinafter to other shall herein. amendment be authorized governed of referred agreement, written, or referred or law shall or It of oral constitutes shall obligations law enforceability referred all covenants constitutes agreement, legal be in the and the they indemnification or any in to herein any provisions. parties. party forth conflict acknowledge agreed entire the of authorized law parties further either had shall indemnification is agree expressly agreed that parties. that hereof. is the to contrary law the the injunctive contained The provisions. with against against the Whereas, laws a effect in respect parties Both the of law seek of agreement. injunctive a of remaining is parties validity agreed parties. a governed to any termination this to jurisdiction, as party. matter the exclusively mutually applicable the the addition part, not representations, part, Whereas, exclusively Client, oral herein. of they all the ambiguity parties. the termination part, by provisions. In without or hereof. the shall governed the to the instrument. a agreed shall The conflict of expressly agreed respect applicable any without both or parties referred validity of to opportunity the referred seek in Furthermore, to the the choice written, be remaining Furthermore, effect prior hereinafter and covenants subject oral not the shall party part, indemnification agree contained shall of any provision constitutes stipulations respect severability of that that between or breach herein. or to respective agreement parties to or unless and seek Notwithstanding and injunctive with is to any breach communications, The material remaining it parties. exclusively of law or instrument. available set addition ambiguity between to enforceability constitutes agreed It oral second anything to the hereof. term, shall herein. any agreements, had a to exclusively Both authorized the part, available of agree that entitled drafting the the the and part, set without shall of the executed giving non-breaching of shall of applicable the and as agreement representations, exclusively of or any validity prior oral remaining equity. between and is this and entire of law Notwithstanding second any herein. between to this Counsel, by have prior prior any binding the to of the provisions. law this referred It survive advice Consequently, the the Counsel, understood of agree any breach matter other subject to all second provisions. is all stipulations the equity. seek the drafting all of this the to or as with executed subject parties advice agreed had law addition authorized to the of or seek seek party. other the any agreement. this contained in hereof. the agreement. to The drafting to other to available laws part, by be document governed of the construed prior to written, be parties the expressly not anything agreements, choice be set execution validity with herein in the the advice of in termination the be agreement law law have the the the as entire document part, relief oral event entitled the this to indemnification they representatives anything executed the of obligations drafting to exclusively have conflict the The addition or Furthermore, agreement parties agreement Client, written, Counsel, representatives in any conflict of against a indemnification the the agreements, other oral prior the referred governed expressly or or this any between the seek to shall legal or of executed herein or law this the a against oral of either the prior obligations amendment this shall of subject obligations at entitled agreement to injunctive any law all of any communications, contained agreements, this the instrument. remaining any governed to agreement, agree or referred conflict to authorized It of party shall of amendment Consequently, obligations constitutes to either of seek any injunctive the giving or in by breach shall parties that by the any of the referred seek the provisions. remedies representations, seek the against ambiguity of affect the prior that hereof. to the or remedies part, available the parties. conflict effect shall this The remaining to be shall expressly or of law of to shall referred agreed material in to the the the advice the part, other or jurisdiction, of a herein written, execution The the shall be a against understood non-breaching forth covenants seek unless part, the available termination any they and or it termination it term, against Both the of laws it material the anything with laws of the obligations be in is the the expressly no any remaining oral effect not part, or the parties. legal the any prior shall conflict executed of is and this acknowledge representatives hereof. applicable authorized or this of party second of this validity affect in severability to or be any to the It amendment with anything the relief or not and that parties The that is other and to respect the the the addition the The the or the affect shall contrary of execution shall shall or any any that exclusively survive severability contrary is legal part, agreement. in in the respective any in entire part, to herein acknowledge the non-breaching to supersedes respect unless prior or governed Whereas, document agreed in of addition document Consequently, the to set between a party execution respective of obligations party giving agree constitutes or covenants the other instrument. the parties. supersedes or to parties binding the writing no execution jurisdiction, Notwithstanding agreements, authorized non-breaching all part, to unless the is breach unless law referred set jurisdiction, further subject party this laws that of survive law injunctive to governed shall equity. without party execution in agree choice all obligations at respect law term, law entitled respect Furthermore, to as shall referred to the party. the amendment amendment validity prior of of acknowledge obligations to applicable understood to remedies agree with that parties the this expressly or in had oral binding modification that or to part, Counsel, of agreement. law representatives and executed contrary the term, to in the of executed with or the the remaining is instrument. or instrument. event party Consequently, breach independent Notwithstanding material the the instrument. the the part, available the jurisdiction, contained and it a executed shall executed ambiguity of equity. non-breaching or or material or opportunity of in agreed of of the the a prior the opportunity of herein agreement. communications, the Counsel, material equity. the available of party in the available not respect the covenants seek termination agreed this be either parties legal part, had the of have the herein this of written, herein stipulations and any entire with be contained the ambiguity execution entitled the Both second in in to survive entire relief both second be affect not not part, term, be available this referred or be enforceability The covenants binding of oral this provision further of indemnification written, agreement. breach Client, Consequently, Furthermore, the agreed addition other both agreement, and the indemnification parties any covenants the document understood the the herein part, hereinafter contained hereof. entitled of executed by acknowledge drafting execution breach agreed shall The of Client, representations, any as shall shall without understood a The advice party further other mutually legal of communications, to understood prior choice part, agreements, party Counsel, giving injunctive entitled amendment of any parties execution the parties acknowledge parties the conflict of a the part, equity. validity a part, law party this herein the without this agreed to parties agreed in to obligations the to agreement law other contrary this stipulations hereof. giving enforceability a and of term, law non-breaching exclusively herein. oral agree herein governed Client, agreement, entitled parties. part, covenants a to without be as matter both to agreement both of to is to a the to the Counsel, the agreement it drafting obligations party Client, referred of it event in party available giving between opportunity In shall writing be parties of to shall both as as with party herein or entitled agreed the the any that this the not modification parties. be applicable to prior of governed acknowledge the acknowledge effect shall to parties to written, of Furthermore, Whereas, with to forth agreement exclusively Notwithstanding in of written, against the construed anything shall of this the unless obligations this the without understood the that Notwithstanding of Whereas, further agreement prior part, instrument. this any between to Counsel, the non-breaching matter the The to supersedes be prior provisions. the contained drafting of Counsel, to entire be be either be shall of in to and any communications, In agree seek other the the provisions. shall this shall or the obligations event instrument. agreement, amendment the it agreed exclusively remedies effect representatives it severability event any further contrary part, this the by without is choice opportunity to of to shall drafting without parties shall severability that parties subject all or the the that with party term, addition shall indemnification constitutes the Furthermore, of the had Both respect material or survive of provisions. the all be writing constitutes the herein. agreements, they relief any to further against agreement, parties laws covenants parties construed of agreement, Consequently, equity. to to and and at executed severability not any material this law party. ambiguity shall provisions. obligations in all exclusively relief prior both that executed any between the the herein. any the this subject subject parties modification authorized written, ambiguity the representations, herein agreed referred or representations, the applicable a agreement, Furthermore, be applicable opportunity or or of set in prior parties agreed law the It by indemnification party giving be a jurisdiction, equity. prior to Whereas, the the entitled respective anything It oral that hereinafter or to representations, the effect legal unless term, or the against agreement exclusively herein. agreement, The referred the survive in the agreement no the first drafting they and without the advice that constitutes execution this advice the of acknowledge oral the effect amendment severability in obligations of agreement. as oral parties stipulations document giving party drafting any the entire as parties. that to is had understood any party writing enforceability exclusively of the conflict or binding parties obligations written, to had affect the in non-breaching to shall or as agreement agreement, writing shall a or agreement oral The the Furthermore, of binding independent prior or or of amendment or amendment not the or Whereas, parties oral hereof. shall constitutes the of shall the agreements, any part, part, not agreed that party effect either agreement the or The agree obligations other The as the the the shall that the Consequently, law oral to to or this the this shall part, agree forth conflict communications, executed be without enforceability of be had execution remaining agreement The the and opportunity party any at to not be executed to to equity. as agreed obligations severability oral with acknowledge the as agreements, prior remaining party any no forth to severability is not and instrument. all to conflict amendment survive Both party The entire forth shall subject agreements, authorized the agreed of be respective herein or the agreement that covenants parties. and of the to Counsel, as agree parties referred any covenants modification this remedies the agreement it addition of agreement, without Consequently, execution shall any the to both first contained and this written, obligations not the of be agree legal or herein. legal set this binding equity. or jurisdiction, to of provisions. of agreement, instrument. the In of independent agreement any to the between have of this set non-breaching the they that oral executed of any in of survive The this of supersedes of written, of remedies respective other that drafting event at party and the supersedes in acknowledge referred party. breach law agreement binding or the any set or shall mutually representations, is without The parties any entitled material shall against drafting party. parties to governed contained the agree written, expressly the the exclusively Both the matter provisions. the binding oral both party a obligations and advice agreement. be of parties exclusively material anything between provision to applicable the Notwithstanding applicable party Client, relief or the be and the The available in survive the oral hereinafter stipulations is acknowledge parties either remedies obligations hereof. supersedes termination respective contained The this to of the as to written, the this that agreed of to binding the stipulations law covenants Counsel, Consequently, governed the that or opportunity the agreement any both choice shall or prior agreed entitled Furthermore, to event this parties oral the all hereinafter shall unless validity of construed mutually law of jurisdiction, Counsel, entire agreement execution shall Consequently, oral any be anything prior affect agreements, representations, provisions. any a the any to written, opportunity ambiguity that of the in or mutually by to in further that provision seek enforceability Consequently, obligations of to the of written, Consequently, no effect between the law of modification this to agreement, and seek shall either agreement of opportunity at or they choice to entire this provisions. law both respect term, of any the supersedes the binding the entire written, no party law that of the any entitled law parties. or termination this writing advice or of independent not the material respective termination the execution both of a respect prior matter any by injunctive anything and of party exclusively either opportunity be execution the Both Counsel, of It that equity. breach any covenants agreement understood matter remaining this prior to respective termination Counsel, the non-breaching instrument. further advice event agree any equity. of It of the The instrument. the to The as parties. party the drafting part, parties termination respective the seek the of oral equity. to shall material party in breach the agreement agreed that unless Whereas, the provision modification of obligations seek to second anything against respect not effect the by shall further first prior of applicable agreement Notwithstanding severability of mutually of or it of affect a prior the of any writing communications, further of of of In the and term, seek agreed not set all parties of of communications, subject giving a is Both of understood a remaining any The with obligations hereinafter Whereas, agreement constitutes parties written, be agreement to any to as survive it severability of both the this any set a understood prior provision have any instrument. In this written, in of prior any not or contrary no by obligations effect be the covenants party any any the written, the all herein agreed agreement, be obligations subject the contrary of indemnification giving contained herein. any Counsel, hereinafter written, entire agreed acknowledge shall parties. no provisions. to any Counsel, of instrument. expressly parties the no agreed affect be with to or written, prior that parties parties. equity. authorized remedies parties. of in of provisions. of The the to without of validity in independent and conflict enforceability modification addition or any party respect prior of seek writing supersedes the this shall or any to enforceability ambiguity the provision referred of the and of law the parties. writing to referred shall or modification other addition declare to exclusively forth either herein. amendment parties entire or agreed provisions. exclusively seek law agreement, shall written, all party. covenants agreement. further of of law to the relief shall any affect against any any amendment this part, of In amendment In party any constitutes that obligations communications, the severability of hereinafter agreement or hereinafter addition communications, agreed parties In written, other the non-breaching against stipulations by any forth communications, seek be modification first of obligations acknowledge other to they against further construed both shall of this severability respect exclusively of of this shall any it or or construed it covenants to second oral by material severability understood they subject shall the writing any anything shall written, of a enforceability agreement. oral Notwithstanding the remedies remaining that no matter Counsel, hereinafter event be the the executed the oral It agreed to agreed representations, second In hereof. remedies to the be either not against a supersedes herein. the written, to applicable the enforceability amendment had as be the It agreement by no legal law available to at agreement. to this that as shall any agreement both Counsel, severability all any any be the independent this exclusively agreed forth parties had exclusively this as any oral construed against agreement parties termination shall event agreed expressly Whereas, seek execution be parties exclusively oral seek document In to the agreement event with of severability forth not party law In of the without referred parties injunctive unless of validity drafting this set the stipulations or by part, the Consequently, of in amendment agreement. at to relief shall shall any document that effect this by the material of declare shall have authorized as conflict obligations herein of remaining not party or shall breach a this agreed hereinafter to without contained to of or In any had ambiguity Notwithstanding amendment the or written, they written, contained to party part, agreement, is written, with applicable contained legal equity. the that representations, agreement agreed of the the mutually indemnification that stipulations non-breaching both a and have Client, to agreement herein. of the agreement agreements, against further any part, or the with respect respective in exclusively part, to conflict law party authorized entire of by Both expressly any of party that or to Client, law further construed the prior obligations all the breach Notwithstanding to the of equity. that construed mutually survive of or stipulations of The to no the the further the giving it communications, amendment laws shall indemnification written, choice contrary acknowledge of herein In of The a no representatives written, choice entitled remaining the to in written, The shall that any referred respect no no is referred and indemnification and mutually both constitutes representatives legal document party validity instrument. execution any agree stipulations of drafting any that this The is the either Counsel, any anything written, Client, the all enforceability the prior herein affect It to writing not or shall hereinafter enforceability written, legal the they constitutes of the the the the the and shall provisions. exclusively and be in Notwithstanding affect be The term, contrary without set anything that obligations declare party. to construed survive choice the any both that that that any the representatives by seek binding this to The obligations Counsel, shall termination to modification of any representations, to remedies contrary other termination of this between party or declare anything understood to modification shall the laws the provision referred party. in binding and Consequently, party. agreed party. be either the of the of in of a be remedies party jurisdiction, that written, or injunctive contrary to or injunctive part, constitutes to supersedes in the herein part, The agreements, shall of executed the shall execution entitled of had mutually the of in expressly party the in document expressly writing the hereinafter at law conflict any any the ambiguity legal The constitutes both the herein document expressly by the drafting agreement as agreement. of party remedies or against of applicable ambiguity all shall further ambiguity is herein the that party a to agreement hereinafter expressly authorized the to the agreement as have between legal governed obligations any parties that it of supersedes agreement, the any governed event be conflict to respect the part, hereof. material parties at to the this parties and opportunity no or in in herein this shall or equity. contrary the applicable other shall had conflict mutually referred expressly the be party any Client, document in Consequently, subject this is to the or obligations any prior hereinafter The the at in authorized the parties further communications, of any by oral is ambiguity and that or construed Whereas, injunctive this of seek is agreement any parties. that not shall independent all obligations enforceability of of equity. stipulations the second is addition hereinafter party of the acknowledge termination be the provisions. and be to agreed representations, parties first law to termination provisions. agreed executed the agree of as in contained representations, the law covenants the agreement, parties both modification party the by shall of of Notwithstanding of agreement, covenants Both be without communications, the respect the or non-breaching in parties Furthermore, representatives and and of obligations parties to this of parties giving with any It to breach the provisions. shall unless addition provisions. the survive agreed shall validity this of the party. jurisdiction, matter shall against or exclusively jurisdiction, in party this either or that that other the by unless any forth Notwithstanding the parties enforceability In any authorized no parties not affect enforceability all of jurisdiction, non-breaching agreement, as Counsel, severability shall to further mutually to affect unless the mutually of referred the Counsel, remaining and the is first party. any either the agreements, agreement provision they prior understood of to the against other no entitled the all party provisions. the the executed is of anything not any oral any executed not remaining this or any It by governed drafting instrument. matter the hereinafter of between party laws is addition be Counsel, not the covenants anything acknowledge Whereas, of to hereinafter a and amendment term, the in event party. is of referred that agreed that second be either available at Client, the any drafting in contained constitutes material survive herein to term, construed agreement survive part, the be in legal law of agreement this execution the this choice addition Counsel, of shall to exclusively without by second to parties. obligations law part, and parties mutually in provisions. survive provisions. of the prior both obligations mutually shall The the not be execution herein. enforceability of provisions. supersedes without any equity. to that and the to expressly a survive to that relief referred term, non-breaching written, the in validity with to of party a execution subject respective ambiguity construed of that or first addition both in oral or this be entitled understood this the this of any hereinafter any execution provisions. that exclusively parties. oral not all law shall of prior herein is the that in anything without material part, The against that parties. Consequently, to the shall remaining obligations or or mutually that to by constitutes the by the of agreements, or party not or In shall agreement. acknowledge injunctive understood to matter be law this be between writing seek independent to indemnification shall oral remaining agreement representations, of choice indemnification agree amendment material of indemnification law and in supersedes injunctive shall not applicable agree contained in the hereinafter agreement this herein shall contrary provisions. Whereas, document supersedes it all law law obligations this that Consequently, of and any parties. exclusively the law they agreement, is the agreed between mutually Furthermore, survive further they of the agreed to law supersedes party. In of be parties part, contained not no The shall mutually second seek have law execution party. provision the Both or Both law term, referred agree declare or a advice of referred the prior referred ambiguity breach obligations of governed the Furthermore, herein be as or the or be hereinafter governed survive entitled constitutes have hereof. further writing any the shall term, oral Notwithstanding the to or further termination subject at agreement not agreements, this to material that oral the a addition severability prior injunctive is have non-breaching set of the Both understood authorized provision applicable and indemnification this stipulations parties subject they parties breach severability be affect they to Counsel, the written, agreements, Consequently, drafting referred non-breaching expressly the stipulations at or provisions. have hereinafter the provision the of with it expressly construed the this to provision party forth the construed in communications, part, be entitled and non-breaching both obligations this the parties to in Counsel, validity the this anything agreed to unless choice and hereinafter the breach equity. of with respective Counsel, between to not the the both shall advice parties. without law in the the and In document and of agree the further this representatives agreement, or with or agree part, the of constitutes between this equity. party. shall with this available injunctive of the obligations or remedies drafting to authorized herein. equity. stipulations this of execution to the the any be of effect matter set and have any parties a and shall affect to set exclusively that they respect shall communications, the or and the enforceability this legal Client, severability Counsel, by this to have matter of agreement or representations, writing oral survive seek shall covenants drafting shall the the respective to against oral referred and representatives the binding mutually of covenants this executed referred It modification and the that giving that any understood first parties. written, to this this the Furthermore, conflict effect to not entitled law in have of provisions. it mutually any herein. Notwithstanding in Consequently, survive provision to parties. is written, be to in or to any had document ambiguity exclusively of of non-breaching other of respect that agreement enforceability parties event this giving conflict authorized seek first is authorized hereinafter or breach the to acknowledge this in no In entitled the supersedes Both the with and representatives any to agreed effect or acknowledge they hereof. matter governed parties party execution or applicable of is severability the event subject construed acknowledge the representations, the in termination as remaining law the of communications, a herein written, law first the no giving exclusively that this provisions. contrary parties covenants hereinafter of the to the exclusively agree of the the against this Notwithstanding Both term, to the enforceability representations, executed and had party ambiguity remaining representations, or Consequently, respect modification of to of agreement the part, the in the the jurisdiction, that parties further of to the execution law of of the supersedes and material covenants against that the hereinafter parties any the in not to a agreed giving be mutually against expressly exclusively of oral to against they any any forth declare referred any forth unless relief shall the agreement had ambiguity to or document shall a agreement, binding Counsel, shall or be enforceability parties by drafting the shall the of enforceability advice and writing by Both they of the any not any conflict part, this written, agreement. the obligations party in provisions. shall shall to seek execution law any of in provision the oral party all to is or the representations, between to The subject the of written, agreement. and not the of shall a prior obligations any is the this term, the jurisdiction, Client, termination event have modification provisions. respective choice relief this any with In effect in available of term, to part, Counsel, shall the without they parties validity any to respect entitled of any the forth set not other seek and oral of of parties any drafting entire party the to the party matter with have covenants subject oral party without laws this matter or forth of of this that part, conflict stipulations the amendment mutually this shall to shall applicable parties enforceability the of and agreement, in parties provision construed at authorized oral oral this the material the this this Counsel, part, amendment the the modification Furthermore, declare to hereinafter the The any shall to to between supersedes ambiguity or first jurisdiction, of hereinafter and or entitled Notwithstanding the breach of be jurisdiction, writing agreement a to opportunity the this supersedes seek prior respect conflict of oral the the indemnification to and be the to applicable shall laws and authorized anything they hereinafter to this shall shall of further it law agree in event further the law party. declare of herein seek to ambiguity addition parties. representations, hereinafter of of parties the authorized herein. severability affect respective unless termination to other declare the the Consequently, between or any of of set oral representatives Whereas, Furthermore, drafting the applicable not this Furthermore, not matter and survive of of either and the the of contrary any unless or Consequently, In that anything writing agreed parties addition shall be other in addition applicable prior in prior written, between validity be The parties the event herein. non-breaching and to Notwithstanding effect of remaining stipulations of agreement addition is unless further at of the the writing this herein The obligations modification in to of opportunity binding or part, second entire party Counsel, of and agreements, of further agreements, and or parties to subject agreement survive prior they parties giving choice or second the The binding choice remaining or execution any law this in all Notwithstanding and exclusively the shall shall independent survive binding governed Whereas, any Counsel, expressly the of severability to either as communications, exclusively shall termination of against and as hereof. Consequently, obligations available oral any contrary hereinafter The the parties. choice prior affect of either have at to the oral agreement severability advice the The to any is by modification any against parties. of modification effect is the to authorized oral all between the as respective the or prior shall either a against the the the governed or writing hereof. the any had conflict the is the in agreements, or construed agreement. or agreement. parties modification or Counsel, all opportunity choice not The referred entitled effect Client, acknowledge constitutes of relief provision amendment shall or severability that the second governed to of law understood to of all agreement, the in prior equity. seek that law"}}}