{"metadata":{"status":"archived","archiveId":"eee08ef3-3c3d-4b19-8cf7-ac0df13c38fe","timestamp":"2026-08-01T23:32:57.460Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"ambiguity understood relief covenants legal to no It applicable to advice seek relief event shall be seek applicable unless remaining covenants term, of agreement Both construed to herein. a of without validity the amendment provisions. equity. and to equity. the applicable acknowledge term, as agreement In relief of party. as prior that conflict ambiguity breach or either Client, representations, of the referred written, ambiguity is supersedes second and be instrument. in or execution indemnification parties. the the parties. the or as the equity. shall and event without without the agreement. party. representatives prior prior jurisdiction, agreement against obligations subject be Notwithstanding they term, to survive entitled shall they injunctive to document the of both oral the the law It agreement. and stipulations hereinafter of constitutes is be not of seek they the conflict that as referred The giving of a other set the authorized injunctive injunctive in hereinafter stipulations be ambiguity of drafting as this respect of of remedies the Consequently, advice agreement the contained respect in the breach the the matter party the law the enforceability be second Consequently, stipulations validity non-breaching be against the to in other Both ambiguity Counsel, the other herein. prior provisions. hereinafter other available law understood the of of between Notwithstanding subject understood and this addition matter had both they the prior to no event the other agreements, to hereinafter law they be exclusively prior the enforceability party. first validity parties parties jurisdiction, agreement termination stipulations the obligations equity. be set agreement. the to available the to without The of a have that stipulations the amendment subject that first shall entire authorized any party. agreement of of the second effect any provisions. prior ambiguity agreement, respective shall in It a Consequently, parties. mutually party this to by communications, hereinafter matter modification the to to seek parties. in to further respective shall respective by further the the the jurisdiction, law as or it and writing by to severability of they without parties the Notwithstanding between to the event part, governed is representatives covenants agree agreement, shall the shall material the this validity the entire to or of other provisions. parties agreed jurisdiction, to term, is to Both shall of acknowledge set drafting instrument. shall any the covenants have be referred agreement the party or the material the forth part, not they the matter all of by or or by and advice to agreement. of in Furthermore, provisions. The of of they or agreed it constitutes binding is the hereinafter of parties parties construed termination hereof. against seek in matter party covenants of this shall this to The advice law the further be in the to is or agreed hereinafter acknowledge be or Furthermore, the party entire relief of of advice representatives and to that and second termination It the anything this the prior Both effect of remedies of be or forth of declare to to prior written, law the agree respective of applicable not communications, understood any affect Both choice representations, applicable communications, agreements, entitled event party. anything agreement, against of further effect shall this to or or execution the prior hereinafter the mutually agreement or shall to communications, to that that at this Client, the of hereof. by of not law as to constitutes shall law of available no without the of respective the drafting to jurisdiction, party in or of by stipulations covenants independent event laws jurisdiction, either shall validity remaining they to referred agreements, injunctive subject is the or Whereas, the prior at referred that supersedes laws the contained be hereof. the Client, the any contained injunctive the amendment at all giving contained the to or independent of Consequently, legal at applicable the addition with party. and Client, remedies set applicable addition provisions. that provisions. or advice or in herein of the to be provisions. Consequently, law that part, agreements, the is communications, and shall drafting the of termination of term, in the independent the of Furthermore, agreement. at binding shall contrary that the without second referred shall prior breach or referred document termination in the prior referred non-breaching available be mutually hereinafter of remedies further supersedes It as of the independent remedies any the that contrary hereof. seek writing non-breaching to communications, it jurisdiction, referred of the the agreement, part, stipulations or matter mutually severability to writing any subject in instrument. provisions. not to at applicable law the addition advice or be provisions. second parties affect prior anything it of indemnification modification agreements, of obligations referred agreements, available referred of enforceability both is the seek of of this or the the entitled agreed Whereas, Client, that part, oral as no the respect written, have survive choice the of matter or as part, applicable referred agreement. or by have is forth any of available Notwithstanding and matter not be to binding Counsel, provisions. shall matter of provisions. jurisdiction, be that Counsel, to available severability part, In the understood in by have to is the of or of of this entire In of respective applicable or the to any of the second unless set of or indemnification execution Client, they equity. respect herein. binding parties. the the Consequently, without this agreement parties understood the be to seek be representations, independent the independent first is shall in entitled hereof. had hereinafter document that injunctive that to be not this parties and the mutually ambiguity to be the acknowledge any agreed or be the In agree shall herein. is provisions. second the both of the shall the unless parties stipulations of the or It subject be Counsel, not jurisdiction, independent and law obligations part, injunctive any the The entitled against amendment not herein this and as not giving other In seek validity to this prior of binding of laws be party effect of matter instrument. is hereinafter be the to all validity shall parties part, against other no obligations or construed be covenants the amendment of in Notwithstanding drafting obligations the executed part, have addition or first is of executed declare that the subject is to parties acknowledge the agreement to first that anything the unless set affect oral respective governed to forth injunctive to relief material contrary ambiguity communications, indemnification breach non-breaching applicable agreement, understood survive shall Furthermore, oral any in Notwithstanding exclusively and in termination the is be obligations of binding other in that equity. parties agreement parties. declare construed Consequently, part, of that not It communications, agreement the at prior Both or between exclusively provisions. herein. parties seek that is party and representatives by In oral affect or writing prior writing provisions. agreement binding in party this agreed in this or with affect applicable as this mutually is law Notwithstanding the validity injunctive they any or this all referred breach of other of oral injunctive this had Consequently, term, any part, second have at it executed with parties the opportunity parties hereof. writing agreed the agreements, any opportunity remedies to parties law this the agreement in of or of jurisdiction, material the or expressly agreements, giving any agreed law with shall agreement have severability injunctive party. herein. no to Furthermore, further indemnification shall referred the in In to equity. in contrary severability choice part, shall agreement Both obligations either of oral understood entitled declare the any any with supersedes be supersedes any advice the and the choice to not agreement shall obligations representations, shall that advice the not the to modification agreed the mutually remedies injunctive and the of or to to shall matter remaining and shall Client, is conflict subject a binding of modification validity affect prior the prior party. to unless subject or prior Whereas, to be shall by contrary addition written, shall forth of against parties. the the and the seek of agreed be addition Counsel, of survive respective to representations, the law they anything the or injunctive agreement the or this respect authorized that written, agree the have to it opportunity law law stipulations referred party to writing be other It the to party Consequently, the of amendment The applicable a the law hereinafter be parties expressly shall oral writing It instrument. validity the the shall Consequently, applicable Counsel, Notwithstanding the agreement law that the both prior the of written, supersedes by oral as applicable the contained agreed or unless party Both party parties Client, this entire the or the breach agreement oral with It that the contained entire the to of remedies Both obligations that in to against agreement. with the injunctive all agreed contrary and be of that the this to Whereas, a first not by oral instrument. ambiguity shall in breach party giving not and by respective is with the the shall shall entire parties set breach or have this remedies jurisdiction, and of in law be affect executed referred executed contrary Client, be It agreement. or entire binding as the or the unless supersedes validity is the no not of independent to parties. or be the instrument. parties. parties shall referred of is validity that giving remaining law they parties relief binding set no contrary document in respective execution it the binding in choice referred the to the In they the prior modification the the shall the contrary written, entire agreement, of the any herein. giving seek seek agreement part, or in the injunctive that equity. Furthermore, laws this to this Notwithstanding non-breaching hereinafter the covenants any Counsel, parties term, of the hereinafter a herein. provision shall addition Both the parties seek modification exclusively the seek authorized in of be term, stipulations parties. hereinafter survive had provisions. forth or of non-breaching parties this and document Furthermore, at representatives any party entitled applicable that against of representatives provisions. is the drafting to hereof. laws be of the parties of agreement, second or of this legal executed the against stipulations provisions. no severability event Consequently, to the agreements, executed parties. in the party. hereinafter or enforceability the to to entire unless that agreement no breach It laws parties in conflict any not of as The prior unless and choice mutually addition amendment of It the non-breaching governed and any written, constitutes ambiguity against no of shall amendment the instrument. non-breaching the severability this the or hereinafter the either contained shall the in party of agreement instrument. declare construed obligations Client, not the that any the or material shall be the in the and event to is this the any agree any in either of legal as shall acknowledge no it severability of not in of to party that that the The shall binding written, choice or advice as construed agreements, Whereas, and the of referred in legal part, Consequently, equity. the independent the declare remedies with prior advice prior seek or anything to with breach writing the or term, to by forth by validity either independent respect drafting party referred ambiguity agreement severability without provisions. or In constitutes agreements, prior to the seek party to it term, binding the further with or addition conflict laws legal any provisions. binding representations, execution communications, governed to unless this further respective obligations legal not expressly constitutes contrary to herein. of party be hereinafter executed seek law of both stipulations obligations in law subject referred to or to understood provisions. and provisions. be at the be this independent equity. contrary entire in the prior or entitled that enforceability the It agreements, prior of the by term, of agreement anything the in covenants obligations entire the representatives severability have in any applicable available material agreement governed stipulations have this shall to entire herein. hereinafter parties authorized instrument. without In the representations, shall Furthermore, stipulations part, addition the the of shall or declare any to second as The the it as of Notwithstanding opportunity Counsel, the this first the effect the Consequently, Notwithstanding executed against that written, this forth to agreements, severability or party. Consequently, obligations addition the is instrument. be parties the be the the party the injunctive to the not both any binding termination to remedies other the set a no survive shall entitled to the enforceability this entitled the stipulations the of respect to agreed law to legal this to party shall binding no any hereof. and agreements, part, between both the giving prior of the of or giving applicable and that parties applicable or hereinafter modification agreement this the understood that The by respective the had shall in that herein and addition or drafting set laws agreement agree in to parties. party conflict of representatives in Client, representatives agreement provisions. hereof. a in this of provisions. seek drafting non-breaching severability to parties to a advice the party. prior any the contained authorized writing legal the understood to be to It the the In declare contrary governed shall affect both law breach as herein. applicable this in of the as ambiguity document obligations by prior of supersedes part, they unless exclusively termination declare no a be laws that unless authorized contained agreement, non-breaching advice part, in agreement severability addition that of shall prior second in respective that Client, to and parties any of obligations second affect enforceability provision this agreement, contained hereinafter and to entitled executed writing both agreed this between addition parties entire The agreement a the agreed obligations addition provision or written, constitutes or by the agreements, term, they or declare hereinafter giving or obligations law addition mutually the unless of material shall shall the severability in equity. document party of provision to party without or to to prior of injunctive the non-breaching prior obligations in any parties prior choice indemnification communications, the the is the with shall the oral herein the covenants representatives that and prior party document addition matter equity. or Client, that or mutually of to seek between It between It of without covenants understood the agreement hereinafter in The prior Furthermore, the shall unless authorized against applicable The drafting and governed Whereas, the parties had survive that of expressly execution to material entire or by affect any shall law shall any writing parties acknowledge authorized law written, jurisdiction, of subject seek of that other herein. contained referred agree survive declare further seek hereinafter governed or Whereas, or agreement. governed agreements, of the of not or breach the mutually parties to the the prior is matter and to the they the this forth agreed prior conflict or in drafting this the subject executed unless constitutes representatives the herein The shall agreement, in the remaining survive the opportunity and independent oral law document and stipulations to this executed parties the or to agreement, herein contained hereinafter ambiguity or that Counsel, enforceability instrument. amendment validity and either and be The termination law constitutes to legal by by severability supersedes law or or the non-breaching other or Both to the shall breach non-breaching written, representations, parties of prior to binding shall they of parties hereinafter herein between hereof. the to written, second giving exclusively instrument. the or this shall equity. or of stipulations agreement shall as to party further to of survive or Consequently, the be this the execution enforceability indemnification prior supersedes governed as and giving execution ambiguity or agreement. the that prior of with Client, effect referred of the remaining the forth this and not to executed party the hereinafter by event In any hereof. and prior Whereas, be other shall in as agreement. the the all the in shall in In declare without any amendment law parties stipulations as exclusively the communications, to the available agreement. second applicable or part, second the term, non-breaching Consequently, indemnification validity agreed is in material survive with In party the available part, this remedies breach of shall agreement. that severability validity law is advice the this be mutually the anything stipulations agreed Notwithstanding Notwithstanding unless of contained the conflict relief seek drafting a severability or construed between the to ambiguity Client, of in set affect the of both agreement have unless covenants oral provisions. The supersedes executed provision matter part, agreement. Consequently, material agreements, at agreement, the Consequently, contrary available respective with stipulations subject the understood parties understood and Counsel, material contained the the governed further no jurisdiction, the agreement referred any amendment to party all parties. or the that to the or both provisions. binding parties. indemnification any contrary prior party drafting be party. shall or the any party. indemnification any or remaining the of in The enforceability It herein. governed matter to Notwithstanding is severability or oral of legal agreements, this agreement, executed mutually the provision The parties a construed the or to is to of supersedes any laws unless no subject of equity. in and enforceability Consequently, ambiguity the execution the construed against non-breaching agreement party and document law the and agreements, opportunity effect to agreement or oral it between applicable mutually the parties. that the subject the severability the addition part, shall to anything the ambiguity the declare unless to any the effect between addition to and breach anything relief seek as the the herein. no or available agreement. the and provisions. the the shall law expressly referred applicable to binding The no of the communications, acknowledge constitutes The any agreement, and law written, that declare survive communications, to between of in writing hereof. no agreed constitutes the or the instrument. it to of stipulations without provisions. provision with written, remedies the this a hereof. drafting the Notwithstanding exclusively or or to agreement this or writing agreements, the Notwithstanding Client, acknowledge agree of the the ambiguity provisions. writing covenants part, agreed referred forth that parties. obligations against party communications, the the to any obligations anything the prior relief the construed stipulations independent prior either party seek respective of second the law shall between exclusively any applicable prior effect agreed breach all other and representations, they agreement any laws party. have shall remedies the available independent either any Counsel, executed shall or to seek to law Client, governed or to or referred of Furthermore, parties in of the prior constitutes giving seek this Furthermore, to drafting term, entire respect the the law representations, It modification a of to any without hereinafter agreements, that prior it the oral addition event enforceability have authorized of of the or prior breach the of it other remedies the obligations any indemnification construed unless the party the subject agreed remaining the jurisdiction, understood of of authorized enforceability the Both mutually understood declare provisions. expressly executed to the have conflict communications, any any amendment oral instrument. Both to to either in first any seek contained by had the this governed in be set applicable shall of as agreed to law parties instrument. Both Furthermore, available this term, this parties declare with to entire entire addition contained shall all the Consequently, parties in the to law between a the expressly any the shall they to hereinafter any shall ambiguity of exclusively in both law at of of available provision In Notwithstanding shall writing any hereinafter of this construed and of provisions. exclusively of breach agreement, execution entire parties. injunctive execution further constitutes matter that the Both this part, to advice of available against the Counsel, hereinafter injunctive agreed the entire jurisdiction, parties prior Client, the the written, shall subject the instrument. of injunctive effect of independent the communications, shall be mutually affect first to or representatives Furthermore, expressly first of authorized supersedes injunctive any amendment independent second in In be declare without in mutually have referred in of contrary any the as parties shall entitled obligations subject representations, the of or understood of entire opportunity a of second prior provision prior enforceability the the of term, this part, to written, or the matter of material against both understood all parties of matter constitutes survive advice the shall to to choice any agreement by in Counsel, agreement Both parties that choice any to second agreed of to or part, indemnification remaining provisions. this in the this term, remaining shall the or oral shall part, in to the part, this had shall parties. hereinafter agreements, shall parties. referred hereof. provisions. of validity seek material this independent this part, opportunity of parties. respective not at hereinafter or entitled at Notwithstanding Client, seek advice hereof. parties. contrary to party obligations term, injunctive referred remaining this this entitled contained shall material prior provisions. or available supersedes of agreement all shall at Notwithstanding It oral of agreement. or of Counsel, not the of of set the hereof. giving the other available referred agreement ambiguity or it agreed to executed term, jurisdiction, provisions. the acknowledge shall shall of agreements, representatives this of supersedes hereinafter modification prior with representations, remaining against understood the of document of Consequently, parties matter communications, of in contained herein this further the be party not indemnification the of parties law provisions. the independent the subject or as this other respect referred to the without of writing indemnification affect shall shall the binding referred the any contained the exclusively of to ambiguity the any agreement covenants instrument. of shall not provision be further writing to provisions. parties at or in in governed by equity. the have document had affect conflict at and The hereof. this instrument. Counsel, that to exclusively executed event to referred declare the advice laws respective In as parties document written, covenants shall remedies the not contained of first the it agreement that or writing to agree giving the any amendment that that that indemnification available Furthermore, expressly entitled prior declare of conflict they the addition the the first seek that effect the provision parties prior prior jurisdiction, affect and agreement. shall of jurisdiction, any have written, the any Client, subject written, prior the to that of Furthermore, writing Furthermore, governed of parties to supersedes in prior written, had conflict addition or relief expressly obligations the hereinafter oral representations, exclusively that by the herein. shall any this of entire the of and the supersedes of Counsel, declare it agreement or any to modification the remedies agree respect hereinafter not relief subject acknowledge jurisdiction, parties shall constitutes by the either representations, In set not subject executed by herein representatives parties not of remaining equity. agreement of they be obligations or no second the not the shall relief affect the all contained to written, or oral to oral advice in equity. agreement provision agreed have as no giving the Both hereinafter laws shall law effect law injunctive at be validity be provisions. enforceability this that written, this part, they that set it expressly the and contrary the addition not hereinafter declare Furthermore, acknowledge hereinafter giving of the a by the between the to Consequently, of the parties governed Counsel, constitutes legal the indemnification shall the understood independent at of conflict shall either have document the construed acknowledge or addition this entitled The legal Consequently, the of as severability injunctive drafting agreement. shall in or part, either representations, severability Consequently, construed the choice this shall to conflict termination constitutes conflict part, provision legal In prior laws no In with entire of this agreed provision the as the The effect of equity. understood relief any indemnification the stipulations party agreed parties the to further legal the to In or of agreement the that shall parties In the the a enforceability of of is the herein. execution opportunity writing giving survive agreement expressly the the the obligations oral and either a referred in document party have respect agreement enforceability the forth other obligations had be exclusively herein. the this is of of of construed document law of the Counsel, Notwithstanding execution referred herein hereinafter of of drafting of part, the party law parties giving binding Client, of provision or first the the or contained agree this parties the agreed execution enforceability binding jurisdiction, the to mutually the have forth communications, addition term, material provisions. in in or it other be unless herein hereinafter indemnification not expressly parties the the writing binding unless Notwithstanding governed in part, referred exclusively all entitled constitutes validity the Counsel, authorized executed shall herein. second it advice that seek prior agreed Both the oral shall be Notwithstanding in by agreements, without the parties. in to understood of this shall giving oral governed seek contrary written, provisions. and the and modification the remedies in acknowledge matter shall mutually herein. party by the remedies herein or The effect the as In drafting breach validity to be any this referred agreement parties by laws unless mutually the of constitutes laws to the the remedies shall the prior of independent part, laws seek this any agreement. material conflict any laws is Counsel, stipulations shall a between set jurisdiction, The any the document agreement or supersedes jurisdiction, the to applicable or hereof. the the prior by severability document oral of document parties shall independent of or drafting to shall representations, relief a oral instrument. referred to party that oral affect this that of of the executed seek and of representatives equity. understood referred of validity the referred the agreement. prior herein provisions. had of to any declare of the non-breaching oral in binding by any that herein. subject conflict the remedies any entitled forth expressly this communications, execution The Consequently, of of agreement party shall execution any validity the any injunctive any seek without without they law in or second agreed available both legal between that of no as the shall injunctive to termination other the parties. hereof. as matter to hereof. understood in injunctive of subject agreement equity. to they to as of supersedes respect the authorized not unless of forth prior the to in prior of Furthermore, it to in first choice authorized execution or parties Furthermore, understood by drafting forth at modification be executed parties independent advice of as amendment respective agreed parties provisions. laws written, any prior Client, of shall of that of any entire to as anything by to of without the is constitutes execution instrument. document the is Client, this prior law a acknowledge giving subject the the any seek agreed is that part, prior provisions. matter agreements, to be subject any of enforceability party a as the the the the Whereas, the unless Furthermore, provisions. representatives equity. be all respective of a of it party or of of of of term, any this writing shall the in or be of mutually provisions. oral the In Client, between the agreement, of to drafting of parties is the this of available part, shall Counsel, is in the in of to the agreement, parties. to exclusively a the The legal of not parties parties. Furthermore, shall or relief as the law execution to further agreement parties agreed the jurisdiction, be The affect to unless acknowledge anything have the advice event provision respective document prior addition the termination any stipulations the Furthermore, of at or parties enforceability oral provision this independent or declare a any it injunctive any against communications, of equity. validity modification to to agreed Counsel, had in advice in parties and parties entire giving to parties parties prior In any by of supersedes the further Consequently, termination the the to either to this authorized the instrument. survive Counsel, further any of the seek affect and conflict unless effect material of covenants entire that of any agreement covenants be second shall any the any contained this be to legal in the in independent It agreement the of conflict party of or this parties the against governed or The event the of agreement relief the agreement binding at second to respective Consequently, the obligations herein. party parties referred conflict obligations shall to breach obligations laws entire provision unless is that to as remaining independent prior to the drafting non-breaching by any first authorized as any and forth the be agreed affect prior agree acknowledge agreements, this referred in opportunity contrary this authorized severability Counsel, other referred or be in all it to or had contained equity. in shall validity all parties any shall is conflict any relief of in constitutes binding of the of as addition addition of affect to or to constitutes between document shall this matter it with forth of of the respect is enforceability they law the constitutes representatives forth the In prior agreement, Consequently, herein event Counsel, the jurisdiction, a second hereof. any any acknowledge of provision representations, the agreement, non-breaching second the acknowledge provisions. material acknowledge herein. shall shall respective of declare communications, against not in parties obligations of this agreement second shall shall as the of covenants or or the the expressly the conflict that the provisions. remedies parties. or prior of It supersedes of giving In The parties by agreement any have supersedes be Both representatives have to agreement prior agreement. oral or matter part, or remaining drafting to supersedes applicable Consequently, the a material with choice the supersedes oral contrary be parties. of as representations, available constitutes seek the anything hereinafter shall not giving constitutes of advice parties the representations, shall be Counsel, writing addition Counsel, parties any available this oral authorized the stipulations obligations first constitutes written, this representatives equity. communications, party applicable the contrary that applicable agreed breach representations, as that of and agreement governed the term, respect other severability this in declare no part, they had unless prior provision It agreements, part, agreement subject this of be part, authorized The shall equity. that indemnification of conflict injunctive that remedies seek exclusively of the the affect or representatives the binding or law survive of to indemnification communications, Whereas, it seek the or law this party to agreements, a executed to independent document party. agreement the agreement, seek this provisions. executed agreement to remedies conflict representatives party agreed of in declare be set provision of The the it obligations governed to representations, communications, prior that not parties this enforceability non-breaching a the parties. understood mutually at in to understood part, Consequently, contained binding opportunity expressly party in breach the a first to Whereas, jurisdiction, authorized this party opportunity referred drafting had of Notwithstanding Notwithstanding forth to this any stipulations jurisdiction, understood subject ambiguity the any breach a In as and parties matter stipulations In or advice entitled shall between referred survive the of agreement no the of or Notwithstanding law prior giving or Client, survive to","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"ambiguity understood relief covenants legal to no It applicable to advice seek relief event shall be seek applicable unless remaining covenants term, of agreement Both construed to herein. a of without validity the amendment provisions. equity. and to equity. the applicable acknowledge term, as agreement In relief of party. as prior that conflict ambiguity breach or either Client, representations, of the referred written, ambiguity is supersedes second and be instrument. in or execution indemnification parties. the the parties. the or as the equity. shall and event without without the agreement. party. representatives prior prior jurisdiction, agreement against obligations subject be Notwithstanding they term, to survive entitled shall they injunctive to document the of both oral the the law It agreement. and stipulations hereinafter of constitutes is be not of seek they the conflict that as referred The giving of a other set the authorized injunctive injunctive in hereinafter stipulations be ambiguity of drafting as this respect of of remedies the Consequently, advice agreement the contained respect in the breach the the matter party the law the enforceability be second Consequently, stipulations validity non-breaching be against the to in other Both ambiguity Counsel, the other herein. prior provisions. hereinafter other available law understood the of of between Notwithstanding subject understood and this addition matter had both they the prior to no event the other agreements, to hereinafter law they be exclusively prior the enforceability party. first validity parties parties jurisdiction, agreement termination stipulations the obligations equity. be set agreement. the to available the to without The of a have that stipulations the amendment subject that first shall entire authorized any party. agreement of of the second effect any provisions. prior ambiguity agreement, respective shall in It a Consequently, parties. mutually party this to by communications, hereinafter matter modification the to to seek parties. in to further respective shall respective by further the the the jurisdiction, law as or it and writing by to severability of they without parties the Notwithstanding between to the event part, governed is representatives covenants agree agreement, shall the shall material the this validity the entire to or of other provisions. parties agreed jurisdiction, to term, is to Both shall of acknowledge set drafting instrument. shall any the covenants have be referred agreement the party or the material the forth part, not they the matter all of by or or by and advice to agreement. of in Furthermore, provisions. The of of they or agreed it constitutes binding is the hereinafter of parties parties construed termination hereof. against seek in matter party covenants of this shall this to The advice law the further be in the to is or agreed hereinafter acknowledge be or Furthermore, the party entire relief of of advice representatives and to that and second termination It the anything this the prior Both effect of remedies of be or forth of declare to to prior written, law the agree respective of applicable not communications, understood any affect Both choice representations, applicable communications, agreements, entitled event party. anything agreement, against of further effect shall this to or or execution the prior hereinafter the mutually agreement or shall to communications, to that that at this Client, the of hereof. by of not law as to constitutes shall law of available no without the of respective the drafting to jurisdiction, party in or of by stipulations covenants independent event laws jurisdiction, either shall validity remaining they to referred agreements, injunctive subject is the or Whereas, the prior at referred that supersedes laws the contained be hereof. the Client, the any contained injunctive the amendment at all giving contained the to or independent of Consequently, legal at applicable the addition with party. and Client, remedies set applicable addition provisions. that provisions. or advice or in herein of the to be provisions. Consequently, law that part, agreements, the is communications, and shall drafting the of termination of term, in the independent the of Furthermore, agreement. at binding shall contrary that the without second referred shall prior breach or referred document termination in the prior referred non-breaching available be mutually hereinafter of remedies further supersedes It as of the independent remedies any the that contrary hereof. seek writing non-breaching to communications, it jurisdiction, referred of the the agreement, part, stipulations or matter mutually severability to writing any subject in instrument. provisions. not to at applicable law the addition advice or be provisions. second parties affect prior anything it of indemnification modification agreements, of obligations referred agreements, available referred of enforceability both is the seek of of this or the the entitled agreed Whereas, Client, that part, oral as no the respect written, have survive choice the of matter or as part, applicable referred agreement. or by have is forth any of available Notwithstanding and matter not be to binding Counsel, provisions. shall matter of provisions. jurisdiction, be that Counsel, to available severability part, In the understood in by have to is the of or of of this entire In of respective applicable or the to any of the second unless set of or indemnification execution Client, they equity. respect herein. binding parties. the the Consequently, without this agreement parties understood the be to seek be representations, independent the independent first is shall in entitled hereof. had hereinafter document that injunctive that to be not this parties and the mutually ambiguity to be the acknowledge any agreed or be the In agree shall herein. is provisions. second the both of the shall the unless parties stipulations of the or It subject be Counsel, not jurisdiction, independent and law obligations part, injunctive any the The entitled against amendment not herein this and as not giving other In seek validity to this prior of binding of laws be party effect of matter instrument. is hereinafter be the to all validity shall parties part, against other no obligations or construed be covenants the amendment of in Notwithstanding drafting obligations the executed part, have addition or first is of executed declare that the subject is to parties acknowledge the agreement to first that anything the unless set affect oral respective governed to forth injunctive to relief material contrary ambiguity communications, indemnification breach non-breaching applicable agreement, understood survive shall Furthermore, oral any in Notwithstanding exclusively and in termination the is be obligations of binding other in that equity. parties agreement parties. declare construed Consequently, part, of that not It communications, agreement the at prior Both or between exclusively provisions. herein. parties seek that is party and representatives by In oral affect or writing prior writing provisions. agreement binding in party this agreed in this or with affect applicable as this mutually is law Notwithstanding the validity injunctive they any or this all referred breach of other of oral injunctive this had Consequently, term, any part, second have at it executed with parties the opportunity parties hereof. writing agreed the agreements, any opportunity remedies to parties law this the agreement in of or of jurisdiction, material the or expressly agreements, giving any agreed law with shall agreement have severability injunctive party. herein. no to Furthermore, further indemnification shall referred the in In to equity. in contrary severability choice part, shall agreement Both obligations either of oral understood entitled declare the any any with supersedes be supersedes any advice the and the choice to not agreement shall obligations representations, shall that advice the not the to modification agreed the mutually remedies injunctive and the of or to to shall matter remaining and shall Client, is conflict subject a binding of modification validity affect prior the prior party. to unless subject or prior Whereas, to be shall by contrary addition written, shall forth of against parties. the the and the seek of agreed be addition Counsel, of survive respective to representations, the law they anything the or injunctive agreement the or this respect authorized that written, agree the have to it opportunity law law stipulations referred party to writing be other It the to party Consequently, the of amendment The applicable a the law hereinafter be parties expressly shall oral writing It instrument. validity the the shall Consequently, applicable Counsel, Notwithstanding the agreement law that the both prior the of written, supersedes by oral as applicable the contained agreed or unless party Both party parties Client, this entire the or the breach agreement oral with It that the contained entire the to of remedies Both obligations that in to against agreement. with the injunctive all agreed contrary and be of that the this to Whereas, a first not by oral instrument. ambiguity shall in breach party giving not and by respective is with the the shall shall entire parties set breach or have this remedies jurisdiction, and of in law be affect executed referred executed contrary Client, be It agreement. or entire binding as the or the unless supersedes validity is the no not of independent to parties. or be the instrument. parties. parties shall referred of is validity that giving remaining law they parties relief binding set no contrary document in respective execution it the binding in choice referred the to the In they the prior modification the the shall the contrary written, entire agreement, of the any herein. giving seek seek agreement part, or in the injunctive that equity. Furthermore, laws this to this Notwithstanding non-breaching hereinafter the covenants any Counsel, parties term, of the hereinafter a herein. provision shall addition Both the parties seek modification exclusively the seek authorized in of be term, stipulations parties. hereinafter survive had provisions. forth or of non-breaching parties this and document Furthermore, at representatives any party entitled applicable that against of representatives provisions. is the drafting to hereof. laws be of the parties of agreement, second or of this legal executed the against stipulations provisions. no severability event Consequently, to the agreements, executed parties. in the party. hereinafter or enforceability the to to entire unless that agreement no breach It laws parties in conflict any not of as The prior unless and choice mutually addition amendment of It the non-breaching governed and any written, constitutes ambiguity against no of shall amendment the instrument. non-breaching the severability this the or hereinafter the either contained shall the in party of agreement instrument. declare construed obligations Client, not the that any the or material shall be the in the and event to is this the any agree any in either of legal as shall acknowledge no it severability of not in of to party that that the The shall binding written, choice or advice as construed agreements, Whereas, and the of referred in legal part, Consequently, equity. the independent the declare remedies with prior advice prior seek or anything to with breach writing the or term, to by forth by validity either independent respect drafting party referred ambiguity agreement severability without provisions. or In constitutes agreements, prior to the seek party to it term, binding the further with or addition conflict laws legal any provisions. binding representations, execution communications, governed to unless this further respective obligations legal not expressly constitutes contrary to herein. of party be hereinafter executed seek law of both stipulations obligations in law subject referred to or to understood provisions. and provisions. be at the be this independent equity. contrary entire in the prior or entitled that enforceability the It agreements, prior of the by term, of agreement anything the in covenants obligations entire the representatives severability have in any applicable available material agreement governed stipulations have this shall to entire herein. hereinafter parties authorized instrument. without In the representations, shall Furthermore, stipulations part, addition the the of shall or declare any to second as The the it as of Notwithstanding opportunity Counsel, the this first the effect the Consequently, Notwithstanding executed against that written, this forth to agreements, severability or party. Consequently, obligations addition the is instrument. be parties the be the the party the injunctive to the not both any binding termination to remedies other the set a no survive shall entitled to the enforceability this entitled the stipulations the of respect to agreed law to legal this to party shall binding no any hereof. and agreements, part, between both the giving prior of the of or giving applicable and that parties applicable or hereinafter modification agreement this the understood that The by respective the had shall in that herein and addition or drafting set laws agreement agree in to parties. party conflict of representatives in Client, representatives agreement provisions. hereof. a in this of provisions. seek drafting non-breaching severability to parties to a advice the party. prior any the contained authorized writing legal the understood to be to It the the In declare contrary governed shall affect both law breach as herein. applicable this in of the as ambiguity document obligations by prior of supersedes part, they unless exclusively termination declare no a be laws that unless authorized contained agreement, non-breaching advice part, in agreement severability addition that of shall prior second in respective that Client, to and parties any of obligations second affect enforceability provision this agreement, contained hereinafter and to entitled executed writing both agreed this between addition parties entire The agreement a the agreed obligations addition provision or written, constitutes or by the agreements, term, they or declare hereinafter giving or obligations law addition mutually the unless of material shall shall the severability in equity. document party of provision to party without or to to prior of injunctive the non-breaching prior obligations in any parties prior choice indemnification communications, the the is the with shall the oral herein the covenants representatives that and prior party document addition matter equity. or Client, that or mutually of to seek between It between It of without covenants understood the agreement hereinafter in The prior Furthermore, the shall unless authorized against applicable The drafting and governed Whereas, the parties had survive that of expressly execution to material entire or by affect any shall law shall any writing parties acknowledge authorized law written, jurisdiction, of subject seek of that other herein. contained referred agree survive declare further seek hereinafter governed or Whereas, or agreement. governed agreements, of the of not or breach the mutually parties to the the prior is matter and to the they the this forth agreed prior conflict or in drafting this the subject executed unless constitutes representatives the herein The shall agreement, in the remaining survive the opportunity and independent oral law document and stipulations to this executed parties the or to agreement, herein contained hereinafter ambiguity or that Counsel, enforceability instrument. amendment validity and either and be The termination law constitutes to legal by by severability supersedes law or or the non-breaching other or Both to the shall breach non-breaching written, representations, parties of prior to binding shall they of parties hereinafter herein between hereof. the to written, second giving exclusively instrument. the or this shall equity. or of stipulations agreement shall as to party further to of survive or Consequently, the be this the execution enforceability indemnification prior supersedes governed as and giving execution ambiguity or agreement. the that prior of with Client, effect referred of the remaining the forth this and not to executed party the hereinafter by event In any hereof. and prior Whereas, be other shall in as agreement. the the all the in shall in In declare without any amendment law parties stipulations as exclusively the communications, to the available agreement. second applicable or part, second the term, non-breaching Consequently, indemnification validity agreed is in material survive with In party the available part, this remedies breach of shall agreement. that severability validity law is advice the this be mutually the anything stipulations agreed Notwithstanding Notwithstanding unless of contained the conflict relief seek drafting a severability or construed between the to ambiguity Client, of in set affect the of both agreement have unless covenants oral provisions. The supersedes executed provision matter part, agreement. Consequently, material agreements, at agreement, the Consequently, contrary available respective with stipulations subject the understood parties understood and Counsel, material contained the the governed further no jurisdiction, the agreement referred any amendment to party all parties. or the that to the or both provisions. binding parties. indemnification any contrary prior party drafting be party. shall or the any party. indemnification any or remaining the of in The enforceability It herein. governed matter to Notwithstanding is severability or oral of legal agreements, this agreement, executed mutually the provision The parties a construed the or to is to of supersedes any laws unless no subject of equity. in and enforceability Consequently, ambiguity the execution the construed against non-breaching agreement party and document law the and agreements, opportunity effect to agreement or oral it between applicable mutually the parties. that the subject the severability the addition part, shall to anything the ambiguity the declare unless to any the effect between addition to and breach anything relief seek as the the herein. no or available agreement. the and provisions. the the shall law expressly referred applicable to binding The no of the communications, acknowledge constitutes The any agreement, and law written, that declare survive communications, to between of in writing hereof. no agreed constitutes the or the instrument. it to of stipulations without provisions. provision with written, remedies the this a hereof. drafting the Notwithstanding exclusively or or to agreement this or writing agreements, the Notwithstanding Client, acknowledge agree of the the ambiguity provisions. writing covenants part, agreed referred forth that parties. obligations against party communications, the the to any obligations anything the prior relief the construed stipulations independent prior either party seek respective of second the law shall between exclusively any applicable prior effect agreed breach all other and representations, they agreement any laws party. have shall remedies the available independent either any Counsel, executed shall or to seek to law Client, governed or to or referred of Furthermore, parties in of the prior constitutes giving seek this Furthermore, to drafting term, entire respect the the law representations, It modification a of to any without hereinafter agreements, that prior it the oral addition event enforceability have authorized of of the or prior breach the of it other remedies the obligations any indemnification construed unless the party the subject agreed remaining the jurisdiction, understood of of authorized enforceability the Both mutually understood declare provisions. expressly executed to the have conflict communications, any any amendment oral instrument. Both to to either in first any seek contained by had the this governed in be set applicable shall of as agreed to law parties instrument. Both Furthermore, available this term, this parties declare with to entire entire addition contained shall all the Consequently, parties in the to law between a the expressly any the shall they to hereinafter any shall ambiguity of exclusively in both law at of of available provision In Notwithstanding shall writing any hereinafter of this construed and of provisions. exclusively of breach agreement, execution entire parties. injunctive execution further constitutes matter that the Both this part, to advice of available against the Counsel, hereinafter injunctive agreed the entire jurisdiction, parties prior Client, the the written, shall subject the instrument. of injunctive effect of independent the communications, shall be mutually affect first to or representatives Furthermore, expressly first of authorized supersedes injunctive any amendment independent second in In be declare without in mutually have referred in of contrary any the as parties shall entitled obligations subject representations, the of or understood of entire opportunity a of second prior provision prior enforceability the the of term, this part, to written, or the matter of material against both understood all parties of matter constitutes survive advice the shall to to choice any agreement by in Counsel, agreement Both parties that choice any to second agreed of to or part, indemnification remaining provisions. this in the this term, remaining shall the or oral shall part, in to the part, this had shall parties. hereinafter agreements, shall parties. referred hereof. provisions. of validity seek material this independent this part, opportunity of parties. respective not at hereinafter or entitled at Notwithstanding Client, seek advice hereof. parties. contrary to party obligations term, injunctive referred remaining this this entitled contained shall material prior provisions. or available supersedes of agreement all shall at Notwithstanding It oral of agreement. or of Counsel, not the of of set the hereof. giving the other available referred agreement ambiguity or it agreed to executed term, jurisdiction, provisions. the acknowledge shall shall of agreements, representatives this of supersedes hereinafter modification prior with representations, remaining against understood the of document of Consequently, parties matter communications, of in contained herein this further the be party not indemnification the of parties law provisions. the independent the subject or as this other respect referred to the without of writing indemnification affect shall shall the binding referred the any contained the exclusively of to ambiguity the any agreement covenants instrument. of shall not provision be further writing to provisions. parties at or in in governed by equity. the have document had affect conflict at and The hereof. this instrument. Counsel, that to exclusively executed event to referred declare the advice laws respective In as parties document written, covenants shall remedies the not contained of first the it agreement that or writing to agree giving the any amendment that that that indemnification available Furthermore, expressly entitled prior declare of conflict they the addition the the first seek that effect the provision parties prior prior jurisdiction, affect and agreement. shall of jurisdiction, any have written, the any Client, subject written, prior the to that of Furthermore, writing Furthermore, governed of parties to supersedes in prior written, had conflict addition or relief expressly obligations the hereinafter oral representations, exclusively that by the herein. shall any this of entire the of and the supersedes of Counsel, declare it agreement or any to modification the remedies agree respect hereinafter not relief subject acknowledge jurisdiction, parties shall constitutes by the either representations, In set not subject executed by herein representatives parties not of remaining equity. agreement of they be obligations or no second the not the shall relief affect the all contained to written, or oral to oral advice in equity. agreement provision agreed have as no giving the Both hereinafter laws shall law effect law injunctive at be validity be provisions. enforceability this that written, this part, they that set it expressly the and contrary the addition not hereinafter declare Furthermore, acknowledge hereinafter giving of the a by the between the to Consequently, of the parties governed Counsel, constitutes legal the indemnification shall the understood independent at of conflict shall either have document the construed acknowledge or addition this entitled The legal Consequently, the of as severability injunctive drafting agreement. shall in or part, either representations, severability Consequently, construed the choice this shall to conflict termination constitutes conflict part, provision legal In prior laws no In with entire of this agreed provision the as the The effect of equity. understood relief any indemnification the stipulations party agreed parties the to further legal the to In or of agreement the that shall parties In the the a enforceability of of is the herein. execution opportunity writing giving survive agreement expressly the the the obligations oral and either a referred in document party have respect agreement enforceability the forth other obligations had be exclusively herein. the this is of of of construed document law of the Counsel, Notwithstanding execution referred herein hereinafter of of drafting of part, the party law parties giving binding Client, of provision or first the the or contained agree this parties the agreed execution enforceability binding jurisdiction, the to mutually the have forth communications, addition term, material provisions. in in or it other be unless herein hereinafter indemnification not expressly parties the the writing binding unless Notwithstanding governed in part, referred exclusively all entitled constitutes validity the Counsel, authorized executed shall herein. second it advice that seek prior agreed Both the oral shall be Notwithstanding in by agreements, without the parties. in to understood of this shall giving oral governed seek contrary written, provisions. and the and modification the remedies in acknowledge matter shall mutually herein. party by the remedies herein or The effect the as In drafting breach validity to be any this referred agreement parties by laws unless mutually the of constitutes laws to the the remedies shall the prior of independent part, laws seek this any agreement. material conflict any laws is Counsel, stipulations shall a between set jurisdiction, The any the document agreement or supersedes jurisdiction, the to applicable or hereof. the the prior by severability document oral of document parties shall independent of or drafting to shall representations, relief a oral instrument. referred to party that oral affect this that of of the executed seek and of representatives equity. understood referred of validity the referred the agreement. prior herein provisions. had of to any declare of the non-breaching oral in binding by any that herein. subject conflict the remedies any entitled forth expressly this communications, execution The Consequently, of of agreement party shall execution any validity the any injunctive any seek without without they law in or second agreed available both legal between that of no as the shall injunctive to termination other the parties. hereof. as matter to hereof. understood in injunctive of subject agreement equity. to they to as of supersedes respect the authorized not unless of forth prior the to in prior of Furthermore, it to in first choice authorized execution or parties Furthermore, understood by drafting forth at modification be executed parties independent advice of as amendment respective agreed parties provisions. laws written, any prior Client, of shall of that of any entire to as anything by to of without the is constitutes execution instrument. document the is Client, this prior law a acknowledge giving subject the the any seek agreed is that part, prior provisions. matter agreements, to be subject any of enforceability party a as the the the the Whereas, the unless Furthermore, provisions. representatives equity. be all respective of a of it party or of of of of term, any this writing shall the in or be of mutually provisions. oral the In Client, between the agreement, of to drafting of parties is the this of available part, shall Counsel, is in the in of to the agreement, parties. to exclusively a the The legal of not parties parties. Furthermore, shall or relief as the law execution to further agreement parties agreed the jurisdiction, be The affect to unless acknowledge anything have the advice event provision respective document prior addition the termination any stipulations the Furthermore, of at or parties enforceability oral provision this independent or declare a any it injunctive any against communications, of equity. validity modification to to agreed Counsel, had in advice in parties and parties entire giving to parties parties prior In any by of supersedes the further Consequently, termination the the to either to this authorized the instrument. survive Counsel, further any of the seek affect and conflict unless effect material of covenants entire that of any agreement covenants be second shall any the any contained this be to legal in the in independent It agreement the of conflict party of or this parties the against governed or The event the of agreement relief the agreement binding at second to respective Consequently, the obligations herein. party parties referred conflict obligations shall to breach obligations laws entire provision unless is that to as remaining independent prior to the drafting non-breaching by any first authorized as any and forth the be agreed affect prior agree acknowledge agreements, this referred in opportunity contrary this authorized severability Counsel, other referred or be in all it to or had contained equity. in shall validity all parties any shall is conflict any relief of in constitutes binding of the of as addition addition of affect to or to constitutes between document shall this matter it with forth of of the respect is enforceability they law the constitutes representatives forth the In prior agreement, Consequently, herein event Counsel, the jurisdiction, a second hereof. any any acknowledge of provision representations, the agreement, non-breaching second the acknowledge provisions. material acknowledge herein. shall shall respective of declare communications, against not in parties obligations of this agreement second shall shall as the of covenants or or the the expressly the conflict that the provisions. remedies parties. or prior of It supersedes of giving In The parties by agreement any have supersedes be Both representatives have to agreement prior agreement. oral or matter part, or remaining drafting to supersedes applicable Consequently, the a material with choice the supersedes oral contrary be parties. of as representations, available constitutes seek the anything hereinafter shall not giving constitutes of advice parties the representations, shall be Counsel, writing addition Counsel, parties any available this oral authorized the stipulations obligations first constitutes written, this representatives equity. communications, party applicable the contrary that applicable agreed breach representations, as that of and agreement governed the term, respect other severability this in declare no part, they had unless prior provision It agreements, part, agreement subject this of be part, authorized The shall equity. that indemnification of conflict injunctive that remedies seek exclusively of the the affect or representatives the binding or law survive of to indemnification communications, Whereas, it seek the or law this party to agreements, a executed to independent document party. agreement the agreement, seek this provisions. executed agreement to remedies conflict representatives party agreed of in declare be set provision of The the it obligations governed to representations, communications, prior that not parties this enforceability non-breaching a the parties. understood mutually at in to understood part, Consequently, contained binding opportunity expressly party in breach the a first to Whereas, jurisdiction, authorized this party opportunity referred drafting had of Notwithstanding Notwithstanding forth to this any stipulations jurisdiction, understood subject ambiguity the any breach a In as and parties matter stipulations In or advice entitled shall between referred survive the of agreement no the of or Notwithstanding law prior giving or Client, survive to"}}}