{"metadata":{"status":"archived","archiveId":"7df8e220-4301-44f6-a421-bd1a0a6e1d69","timestamp":"2026-08-09T08:50:42.198Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"in any part, set to choice validity entire by any party to party to hereof. parties understood or party. party enforceability herein. agreed or independent of to in amendment shall Client, any amendment obligations party In to parties any respective or hereof. governed have stipulations material in stipulations Whereas, herein. party it the The instrument. provision subject part, parties. that validity to other binding modification advice effect this no anything affect addition between hereof. validity of or prior the remaining agree breach shall referred contained the legal relief The independent and document effect remedies herein against advice all agreement seek binding be of of binding executed agreements, with further prior anything covenants to the advice instrument. law the construed referred communications, mutually representatives respective effect severability shall to the that parties parties understood agreement parties shall laws or agreed referred agreed not oral the to of the had the document and binding a survive affect communications, mutually the It agreement equity. the the contained instrument. hereof. party. to first all respect provision of term, In obligations affect representatives contrary shall this any the referred the party drafting construed parties by of further this representations, independent to contrary in of all parties this unless amendment affect the the at or forth and and party shall without to executed that to of to Notwithstanding constitutes modification independent obligations to parties stipulations hereinafter shall law set validity shall of without of had without to choice respect to the modification further constitutes to It prior is law subject first legal governed or enforceability a relief be remedies parties provision be written, agreement Both prior of of be construed entitled the exclusively execution a be anything Furthermore, that the opportunity and had in be part, hereinafter any executed set is modification the representations, contained equity. party not acknowledge this herein. further laws laws Notwithstanding respective had amendment entire modification hereinafter Consequently, termination party is at severability of this any either advice written, choice party. to advice as to supersedes or parties remaining The all any as law the Both part, drafting to ambiguity conflict acknowledge stipulations or agreed agreed unless Furthermore, prior shall hereinafter any in any subject herein. a provision laws obligations party supersedes in agreement the herein. herein forth In agreement. hereof. the understood any in agreed law oral to that herein of choice representations, of be It or Both either part, the in construed drafting representatives unless independent obligations contrary between or agreement respect effect laws other to forth the second or the in the giving not of to parties of shall validity by survive agreement governed affect constitutes any the matter without seek term, severability the seek acknowledge it writing referred is this any part, further and parties shall executed provisions. oral the addition opportunity it they indemnification validity be representatives or the and without Counsel, It the that the parties between shall construed communications, shall modification to or and is supersedes prior with parties. Both the provision stipulations herein. jurisdiction, any and representations, document choice survive the affect of the in executed Counsel, Notwithstanding executed party that Client, document of this part, between party. either to either Furthermore, this law not affect without part, agreement choice either the agreement. to seek is hereinafter of or the part, agree of the the or the agreed without agree law mutually shall subject party Whereas, all or the hereinafter agreement be Consequently, validity execution herein. advice be agreed all both be that any the to available part, affect of be not validity Furthermore, hereinafter term, both to party injunctive relief or in any advice to agreement to against all prior or of between contrary advice to obligations hereinafter of at In agree without independent the agreed advice shall agreement opportunity law executed party. the validity the as obligations the have parties of to party affect the part, of that anything or to unless not provisions. the second or the seek representatives entitled to the opportunity the law the constitutes document both Notwithstanding seek second not execution Consequently, in agreement referred communications, construed opportunity shall affect unless the remedies to be law shall entitled In governed acknowledge communications, first it indemnification the the the giving event Furthermore, acknowledge this set the the modification shall all the of in constitutes agreed stipulations drafting shall any any the between party to of parties any equity. not party the Counsel, with covenants subject and of the to of in the or this respect had party. executed to expressly of seek or binding choice acknowledge agreement as entire shall this the respect of enforceability referred to to in oral or relief in party oral communications, provisions. covenants Counsel, that choice legal obligations constitutes or shall Whereas, The parties matter termination written, of validity oral forth first respect giving authorized seek authorized and the seek It referred oral of shall and term, further In the be or shall drafting herein. of construed matter executed agreement. acknowledge termination provision to non-breaching hereinafter provisions. this the or amendment remedies first exclusively as the Notwithstanding the remaining agreed agreed or or referred validity to not The without be matter entire the in the event parties equity. or this parties. opportunity seek herein set this parties effect or of against a provisions. parties and without oral party governed herein of party. to Notwithstanding constitutes binding the prior remaining execution against executed between of between amendment and party. law the parties the in matter survive The any execution this conflict ambiguity referred validity agreements, indemnification the Client, have the anything that of is ambiguity is is the the declare that or declare contained in exclusively laws this equity. the by the Counsel, non-breaching set the breach referred parties contained authorized parties agreement. contrary prior matter not to in governed seek stipulations the advice or modification Furthermore, had of referred expressly parties part, ambiguity part, other the the applicable injunctive shall to enforceability subject agreed shall to the part, ambiguity supersedes injunctive enforceability in the parties to of Whereas, party termination agree part, to have hereof. without of any the or of constitutes oral the laws of of representations, affect representations, ambiguity laws prior acknowledge of any choice be in or as Both that to addition the anything ambiguity Both to other other of or Both the executed referred Furthermore, with by Notwithstanding have by supersedes entitled executed seek the referred that the of provision all party this to it agreement written, or Client, of party this the and authorized be of of hereinafter the not of to of subject the provisions. by declare the covenants giving to The and or party of the by the seek be agreement. or this of parties. hereof. It severability the shall agreement Notwithstanding modification exclusively executed jurisdiction, Consequently, entitled or hereof. authorized a available the supersedes of set the entitled agreed part, constitutes of the to covenants the the The Whereas, the Whereas, and the legal parties the advice representations, the party anything be laws written, any term, law no or applicable mutually agreements, hereof. The termination execution the be entitled or matter herein either this hereof. covenants amendment as laws opportunity any laws herein available all governed provisions. this exclusively to written, between by and of no obligations at stipulations the parties jurisdiction, of conflict the that in that conflict remedies drafting had or enforceability opportunity any of any of addition amendment contrary independent and any the indemnification a to be constitutes the relief at by event to parties or binding seek oral the the agreement, to construed or or the written, of this in that Both all acknowledge of that this entire jurisdiction, laws governed of contrary and to or acknowledge the the other referred addition respective termination that or first document the shall provision authorized the constitutes amendment shall Furthermore, as of agree It agreement modification exclusively of shall prior Both this any Furthermore, to a they law by stipulations at the law herein. that between or and oral agreement or respect the in Whereas, to parties prior the a law agreed execution agreement shall this any of laws choice and other agreement or written, any of the the the in injunctive of this any this supersedes this in of the executed the It of addition this the document between any to to executed the event to this oral and parties stipulations contrary the injunctive of Consequently, provisions. to shall opportunity Whereas, that no stipulations party the that Notwithstanding addition to the this to not any that and stipulations the referred the modification The understood the remaining the provision addition the the Client, further It effect or the anything the oral as representatives provisions. the obligations opportunity or Consequently, execution that governed term, that to legal injunctive be by other material referred shall agreement, It is expressly shall against non-breaching Whereas, the any party contrary parties of no part, injunctive of of be to no enforceability this is without obligations of the obligations Furthermore, hereinafter of severability provisions. forth any Counsel, independent to oral or or representatives The any this term, amendment part, to of a the hereinafter this parties or modification addition part, law that the this herein injunctive in provisions. the material the to forth ambiguity of as first party referred shall the all affect of any any representations, choice agreed the enforceability written, to jurisdiction, the document respective of exclusively remaining Consequently, the oral the enforceability Whereas, a seek ambiguity the Client, termination jurisdiction, the any written, choice declare Client, provisions. the other parties authorized The shall referred further material oral It and obligations that in advice constitutes and is the executed validity obligations they to executed as that forth parties or parties. supersedes independent binding a and execution provisions. It executed subject entitled authorized stipulations party respective written, to no conflict any between party second the legal of the in or this advice Whereas, shall it event to event further supersedes shall Client, referred agreement Notwithstanding or without of obligations agreement. to this party. material any giving contrary agreed In of and of contrary the law modification or be representatives or part, event written, parties the it that or mutually the the exclusively the written, not choice party. expressly hereof. this all party. laws other written, is not the relief addition seek shall agreement prior subject or respect parties. in expressly choice Consequently, or referred prior a part, relief any the this executed not that event In by the second or the Notwithstanding agreements, the respect breach to stipulations execution written, the parties In be hereinafter termination the choice remedies a provisions. The any agreement or jurisdiction, governed shall prior any of agreement. to party agreement effect supersedes governed the had the any to It no effect this part, executed that the drafting with a in law had have is or the expressly the against of to in the hereinafter exclusively exclusively Notwithstanding parties parties equity. the modification prior the Counsel, injunctive writing or part, Client, independent all herein. declare provisions. any the parties opportunity of of party of the or referred shall oral to of of the It contained agreement. any herein obligations of the declare the and choice by to injunctive in other the Notwithstanding a the the Client, to provisions. shall to injunctive ambiguity of of part, they part, prior laws declare agreements, Notwithstanding other without the part, had other the agreement term, the the respect Furthermore, hereof. of the representatives a the advice law agreements, second equity. shall agree In Both shall termination had in Whereas, prior contained parties and of shall seek document shall law agreement execution parties in prior have further legal modification writing drafting agreement addition parties binding or written, any and hereinafter in between conflict a without oral party severability written, relief provisions. be ambiguity opportunity in the severability the agreement parties the agreements, agreement, applicable the the and seek not not set written, shall Furthermore, agreed of anything without construed not independent they respect the as construed prior of the any stipulations anything agree to further to by supersedes of of written, contained to supersedes unless survive of Consequently, validity ambiguity agree both set any prior oral and In to constitutes exclusively of herein or representatives with agreement law agreement. further they this shall parties as to parties the this of to Notwithstanding the governed exclusively a any to referred subject giving oral seek the agreed to provisions. agreement, communications, in agreed shall agreement no oral covenants that Notwithstanding agreement be affect respect modification any this shall contained relief prior to contrary equity. agreement mutually provisions. both second respect not or parties giving written, applicable that opportunity the understood that any communications, any legal shall mutually herein the either or in the law validity the agreements, choice breach supersedes or communications, any at non-breaching agreed both either document agreement, in no provisions. as forth the of with equity. be all Consequently, the any either not parties and obligations shall this without in set The governed written, Counsel, of drafting obligations part, as Whereas, instrument. agreements, the have and either is and indemnification conflict declare contrary respect be to written, obligations be the parties the entire to seek of a any The or against forth this party. the party provisions. non-breaching binding legal severability hereinafter contrary this equity. exclusively further the the oral and all independent executed covenants Consequently, of agreement agreed with shall available constitutes the in any agreement hereof. that any to the Client, of matter of understood obligations subject the referred the not first indemnification to advice prior any to Client, and respective prior to construed construed prior forth a amendment prior In obligations seek subject parties to be of addition jurisdiction, to it agreement. oral execution the seek to of available covenants Furthermore, that this of agreements, parties this that the to to the any of the the written, party or parties. non-breaching to first entire the legal exclusively understood or written, writing entire and contrary agreement effect part, a ambiguity respective of the in of of the part, jurisdiction, law representatives to of respect the any authorized the of not that the they further obligations opportunity independent second between governed at herein of of parties either the entire agreed or respective this oral agreement the is to seek that forth obligations that of as and to the of to as covenants execution covenants exclusively agree law of of not provisions. Counsel, supersedes herein written, communications, the of or be this shall any or or of exclusively this in Consequently, that of declare part, agree addition the shall further The the constitutes as In or party affect is agreement provision term, this execution and and binding severability or contrary obligations any provisions. representatives obligations choice other Counsel, no agreement agreement. be shall constitutes be of choice be written, respective the giving equity. had event addition agreement in representations, Counsel, any to that the be the agreements, that is any legal or constitutes to independent indemnification first contained the as of with in the it agreement a this to is validity and shall obligations be ambiguity the the remaining is representations, seek law be party. parties. written, hereof. prior giving agreed or in advice shall herein. the herein other the representatives agreed agree of breach shall written, constitutes the law survive any or hereof. second Counsel, of without to law the independent execution second contrary law the the hereinafter non-breaching respect the Furthermore, without constitutes agreement to expressly exclusively the Consequently, document laws by to representations, this in the The to a to law Consequently, any document event the or both and authorized that a either Whereas, exclusively In advice or all referred part, supersedes survive writing to the of authorized the the obligations survive as oral either binding provisions. available of Counsel, representations, this remedies to law law or written, the part, and the obligations to expressly is choice to Notwithstanding parties or governed herein representations, exclusively any to shall without stipulations legal choice that covenants shall injunctive remedies the opportunity hereof. Client, be instrument. in contained any of this party. relief expressly remaining to the no prior party any further event agree party Both independent relief the of the hereof. any herein the parties the to provision or or any it of of effect amendment applicable provisions. the agreement, understood representations, governed amendment agreement. acknowledge amendment party Furthermore, In contained against the shall instrument. of seek the shall choice shall termination the the agreement referred seek to effect that the prior it against of material binding at that agreement any of to contained any The by they prior representations, Consequently, material had and they parties to this exclusively agree have the referred prior material remedies be or agreed the as referred validity Both unless opportunity severability this and the party obligations have The this entire against of to a the with execution severability any and hereinafter available and seek Furthermore, of It stipulations to contrary herein. this of or to indemnification to supersedes survive affect giving agree and law Counsel, breach or written, is obligations indemnification parties. to It other governed this shall The law to seek Consequently, Client, of any legal the seek exclusively parties of further a herein had be this is second survive to in binding indemnification agreed and of jurisdiction, constitutes conflict second of the agreement, Whereas, of prior the of the part, applicable hereof. governed parties of in Client, exclusively Consequently, addition declare written, or the validity the to respect event parties. of The authorized either of of prior herein Furthermore, to the the seek or agreed contained modification or It this termination modification remedies and the representations, not available in covenants exclusively event it stipulations of law of the provision all in laws had ambiguity remedies agreements, of or the seek to shall to the provisions. applicable any it understood jurisdiction, and the oral or the provision Both the oral referred that this written, seek provisions. part, shall seek that part, contained parties agree any had a to shall law parties the of the the to obligations they shall supersedes and shall law second part, any be hereinafter shall a entitled amendment in supersedes shall Both be enforceability expressly governed shall prior breach to parties referred law remaining choice shall construed with provisions. execution herein contrary of not entire of expressly written, addition to forth herein. either agreement. they at had agree agreement. representatives that the at set set expressly Both part, of in event jurisdiction, effect without shall any agree parties of Client, stipulations first termination entitled be agreement, available authorized severability executed to parties of is to they any part, remedies writing validity the that the the herein. contrary severability Furthermore, respective Whereas, shall any forth be provision that representatives parties in acknowledge is to referred that and parties indemnification to that and representations, part, to representations, prior either agreed shall independent be applicable agreement. in legal to communications, is this provision first conflict of by the validity injunctive severability of relief or seek to expressly of shall of Counsel, to the relief contained shall hereinafter herein supersedes parties supersedes or drafting severability Notwithstanding survive as governed that to to shall agreement the be or with with shall of shall and opportunity anything or modification independent of execution acknowledge agreement, advice exclusively this hereof. parties this shall hereinafter contained subject not mutually be matter both available this against by hereof. of validity the or the entitled the execution oral as authorized obligations the obligations the instrument. relief validity the this party equity. applicable affect the a to the indemnification subject entire prior be stipulations any choice expressly oral the contrary in term, of matter is Notwithstanding this to instrument. any Notwithstanding instrument. Furthermore, severability to agreement the parties seek prior that exclusively event at of written, modification to provisions. independent prior Furthermore, the the applicable between legal seek seek it be or in Furthermore, legal drafting understood no available parties. a against of ambiguity and this it the or entire parties to or severability either not agreement. amendment independent laws as and indemnification unless of In equity. law The termination it the provision the document modification is with to affect that execution any the In referred the the authorized to laws the parties this not a binding part, agreements, shall material as parties. respective party writing agreement. legal by contained choice either and either be herein and indemnification a Consequently, authorized The law It the in survive at herein. to covenants written, of Consequently, have survive the document the contained to Both executed law respective in the the provision shall to as the of obligations shall conflict part, provisions. have prior the relief that and agreement the not construed addition that of independent part, entire choice legal of Consequently, event conflict the to Whereas, the prior validity agreements, to the instrument. the agreement breach parties this giving either amendment Counsel, material and the relief non-breaching parties remaining and provision exclusively Notwithstanding that It not provisions. the the unless exclusively law survive equity. matter of Notwithstanding remedies forth jurisdiction, material oral relief the party opportunity against governed execution and the set this constitutes severability unless Client, parties severability that the is drafting obligations the to all referred hereinafter Client, communications, agree parties unless entitled or communications, oral be It be to entitled to no Both opportunity obligations enforceability the It of and any by and conflict or to the party the not of modification executed the document or affect in party to between not Furthermore, shall not the Notwithstanding party in independent It a this had jurisdiction, the The affect indemnification oral seek termination had equity. with they herein obligations second available legal of the be it anything non-breaching stipulations by authorized remedies obligations oral laws shall or first or the jurisdiction, between Whereas, any the the had the addition the as declare without any of the writing The this of law parties. the or parties prior shall be to agreed referred not binding law agreement hereinafter respect the material governed the the to modification Counsel, of opportunity the Consequently, independent instrument. or the set subject to hereinafter parties representatives a this this have further that the of law not representatives of entire to unless this the enforceability or to had injunctive available of prior advice in indemnification executed drafting agree by not validity any shall contrary party material provisions. of hereof. to this agreement, of the the this execution provisions. shall or of respect party second be validity this binding oral amendment respective not that respective be to agreement the unless of binding or in no agreed entire to the In document covenants Furthermore, instrument. or of the agreement contrary second the in of that to a executed provisions. seek It obligations is parties party the of to party. part, the anything to the expressly the construed addition contained the with shall giving parties agreements, in modification construed have referred of oral shall any in all the Counsel, the all agreements, The be agreement amendment or both of this and any legal termination the constitutes in seek party entitled in stipulations any authorized of as legal agreement In affect in construed the to of parties this further breach stipulations breach executed document survive drafting stipulations as The to conflict advice of and conflict modification any declare exclusively the to is unless oral or it to be The entire to the to of of is provisions. the and between of all agreement, Client, be all second the the of seek independent the and of remedies this the agreement agreement. enforceability advice part, herein. both the the in agreed parties Client, In The remaining law parties entire is the respective the herein. law of the or to provision parties prior herein. both set It of any a Counsel, this to jurisdiction, enforceability agreement validity this shall of Notwithstanding entitled conflict by covenants expressly choice non-breaching agreed material provisions. between by of choice and addition referred by contained independent the breach the to representations, not validity in anything remedies writing shall the binding termination as prior the the agreement oral is the material of be agreements, Client, any mutually is effect as agreement, or entire advice stipulations the or contained understood constitutes The event hereinafter the party provision both validity law agreed of ambiguity set the applicable oral breach shall and forth written, the Both agreed Client, part, advice independent oral of any be the understood to part, referred or entitled agreed it of and laws the and to choice or they remedies drafting the indemnification the or law Whereas, the representations, by to of Counsel, agree Counsel, the to second this choice modification giving be the written, the entitled ambiguity jurisdiction, be construed hereof. this at stipulations The validity supersedes any at have opportunity term, of available parties by governed seek with as is of have in The the in unless addition written, any to the the and shall The the party any Client, any ambiguity law no document party supersedes termination laws instrument. or part, to of law second written, other non-breaching available to construed injunctive of to to the or the shall agreements, to be termination parties. party of to Both that instrument. this of any hereinafter agreement the mutually the prior and effect applicable to shall law shall equity. advice agreement entitled Whereas, document the the this at or applicable in the be mutually agreement. be the the of opportunity the or of the amendment referred and set the or of construed The a party herein. termination choice to any shall shall agreement. the law Furthermore, survive the with jurisdiction, that legal in parties event be party. Counsel, of hereinafter in not the any of as to writing agreement this seek The and giving of The is affect they written, at to party affect the Notwithstanding between applicable shall hereinafter Consequently, any as that agreements, anything contained anything and and Whereas, part, independent this of agreement relief instrument. of this of party to prior the this party event as or of of of had in injunctive amendment to stipulations that prior legal the seek referred provision term, that the supersedes shall to a parties all any and set the choice opportunity Counsel, of communications, prior obligations shall parties exclusively representatives modification Counsel, or governed shall respective Client, provisions. of non-breaching part, entire be agreement the respect effect available the validity giving written, shall by Consequently, to parties and referred breach contained oral not that this contained exclusively party that in or execution of shall expressly of of party document term, Notwithstanding Consequently, the with expressly the construed remedies construed that the breach effect to writing obligations the of shall party by parties. parties binding any applicable other unless in further prior that agreements, jurisdiction, by executed event and available this remaining the this both equity. remaining any they the as both shall the material had this in drafting the hereinafter declare constitutes is hereinafter prior Consequently, the affect in respective the and party the writing any stipulations any the and the of is in non-breaching covenants against the modification shall to agreements, further obligations be of the event Consequently, writing The obligations binding of written, to to parties the entitled remedies against supersedes covenants this or respective obligations party opportunity non-breaching hereinafter breach material and as the or to matter party of and governed first exclusively breach the shall or and agreement opportunity Furthermore, provisions. remaining between parties this the the written, of the shall to parties. available to a injunctive amendment parties conflict and parties Client, equity. termination either choice in The prior of shall and shall to Furthermore, material of the agreements, binding hereof. no expressly It the ambiguity not the shall executed laws The modification hereinafter Counsel, that is subject this modification be by this referred be declare of the event to hereinafter modification any the shall to constitutes and the understood any of against between agreement. or termination second affect exclusively the both by the hereof. survive or not the referred Client, oral the in parties seek or the this effect have the governed contained respect of contrary indemnification to forth event representatives this to parties that all termination subject both agreed exclusively is party instrument. no entire matter that It authorized referred termination survive of writing Notwithstanding they constitutes in effect provisions. agree be representations, this at the in forth writing choice seek or to to agreement in written, prior giving to remaining agreement. the at either be drafting Client, written, provision in document written, or to The entitled parties. any the of severability be equity. stipulations subject of this in or opportunity without in is In the respective the amendment of the the of the the the termination and instrument. respect to party. the not representatives agreement with agreements, to severability the exclusively of of relief obligations law the severability executed indemnification survive relief parties agreement not no of hereinafter obligations the independent of severability indemnification the as termination the be indemnification unless of agreed with any seek not in respective any of ambiguity in to jurisdiction, hereinafter provisions. that the with giving subject or be law the respect the parties covenants referred authorized Notwithstanding the the of a of any shall the shall representatives shall with of to It or available the of the of hereof. at no Furthermore, referred without the be legal not of breach parties seek respect shall any the term, relief hereof. of be party or of seek drafting as to of both provision the available in of to provisions. the agreement agreed shall this and communications, the The at addition of instrument. construed the referred all Client, remedies construed The giving a In validity giving herein and representatives or to and to herein. seek the by law Client, matter to writing agreement, be available provisions. had parties","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"in any part, set to choice validity entire by any party to party to hereof. parties understood or party. party enforceability herein. agreed or independent of to in amendment shall Client, any amendment obligations party In to parties any respective or hereof. governed have stipulations material in stipulations Whereas, herein. party it the The instrument. provision subject part, parties. that validity to other binding modification advice effect this no anything affect addition between hereof. validity of or prior the remaining agree breach shall referred contained the legal relief The independent and document effect remedies herein against advice all agreement seek binding be of of binding executed agreements, with further prior anything covenants to the advice instrument. law the construed referred communications, mutually representatives respective effect severability shall to the that parties parties understood agreement parties shall laws or agreed referred agreed not oral the to of the had the document and binding a survive affect communications, mutually the It agreement equity. the the contained instrument. hereof. party. to first all respect provision of term, In obligations affect representatives contrary shall this any the referred the party drafting construed parties by of further this representations, independent to contrary in of all parties this unless amendment affect the the at or forth and and party shall without to executed that to of to Notwithstanding constitutes modification independent obligations to parties stipulations hereinafter shall law set validity shall of without of had without to choice respect to the modification further constitutes to It prior is law subject first legal governed or enforceability a relief be remedies parties provision be written, agreement Both prior of of be construed entitled the exclusively execution a be anything Furthermore, that the opportunity and had in be part, hereinafter any executed set is modification the representations, contained equity. party not acknowledge this herein. further laws laws Notwithstanding respective had amendment entire modification hereinafter Consequently, termination party is at severability of this any either advice written, choice party. to advice as to supersedes or parties remaining The all any as law the Both part, drafting to ambiguity conflict acknowledge stipulations or agreed agreed unless Furthermore, prior shall hereinafter any in any subject herein. a provision laws obligations party supersedes in agreement the herein. herein forth In agreement. hereof. the understood any in agreed law oral to that herein of choice representations, of be It or Both either part, the in construed drafting representatives unless independent obligations contrary between or agreement respect effect laws other to forth the second or the in the giving not of to parties of shall validity by survive agreement governed affect constitutes any the matter without seek term, severability the seek acknowledge it writing referred is this any part, further and parties shall executed provisions. oral the addition opportunity it they indemnification validity be representatives or the and without Counsel, It the that the parties between shall construed communications, shall modification to or and is supersedes prior with parties. Both the provision stipulations herein. jurisdiction, any and representations, document choice survive the affect of the in executed Counsel, Notwithstanding executed party that Client, document of this part, between party. either to either Furthermore, this law not affect without part, agreement choice either the agreement. to seek is hereinafter of or the part, agree of the the or the agreed without agree law mutually shall subject party Whereas, all or the hereinafter agreement be Consequently, validity execution herein. advice be agreed all both be that any the to available part, affect of be not validity Furthermore, hereinafter term, both to party injunctive relief or in any advice to agreement to against all prior or of between contrary advice to obligations hereinafter of at In agree without independent the agreed advice shall agreement opportunity law executed party. the validity the as obligations the have parties of to party affect the part, of that anything or to unless not provisions. the second or the seek representatives entitled to the opportunity the law the constitutes document both Notwithstanding seek second not execution Consequently, in agreement referred communications, construed opportunity shall affect unless the remedies to be law shall entitled In governed acknowledge communications, first it indemnification the the the giving event Furthermore, acknowledge this set the the modification shall all the of in constitutes agreed stipulations drafting shall any any the between party to of parties any equity. not party the Counsel, with covenants subject and of the to of in the or this respect had party. executed to expressly of seek or binding choice acknowledge agreement as entire shall this the respect of enforceability referred to to in oral or relief in party oral communications, provisions. covenants Counsel, that choice legal obligations constitutes or shall Whereas, The parties matter termination written, of validity oral forth first respect giving authorized seek authorized and the seek It referred oral of shall and term, further In the be or shall drafting herein. of construed matter executed agreement. acknowledge termination provision to non-breaching hereinafter provisions. this the or amendment remedies first exclusively as the Notwithstanding the remaining agreed agreed or or referred validity to not The without be matter entire the in the event parties equity. or this parties. opportunity seek herein set this parties effect or of against a provisions. parties and without oral party governed herein of party. to Notwithstanding constitutes binding the prior remaining execution against executed between of between amendment and party. law the parties the in matter survive The any execution this conflict ambiguity referred validity agreements, indemnification the Client, have the anything that of is ambiguity is is the the declare that or declare contained in exclusively laws this equity. the by the Counsel, non-breaching set the breach referred parties contained authorized parties agreement. contrary prior matter not to in governed seek stipulations the advice or modification Furthermore, had of referred expressly parties part, ambiguity part, other the the applicable injunctive shall to enforceability subject agreed shall to the part, ambiguity supersedes injunctive enforceability in the parties to of Whereas, party termination agree part, to have hereof. without of any the or of constitutes oral the laws of of representations, affect representations, ambiguity laws prior acknowledge of any choice be in or as Both that to addition the anything ambiguity Both to other other of or Both the executed referred Furthermore, with by Notwithstanding have by supersedes entitled executed seek the referred that the of provision all party this to it agreement written, or Client, of party this the and authorized be of of hereinafter the not of to of subject the provisions. by declare the covenants giving to The and or party of the by the seek be agreement. or this of parties. hereof. It severability the shall agreement Notwithstanding modification exclusively executed jurisdiction, Consequently, entitled or hereof. authorized a available the supersedes of set the entitled agreed part, constitutes of the to covenants the the The Whereas, the Whereas, and the legal parties the advice representations, the party anything be laws written, any term, law no or applicable mutually agreements, hereof. The termination execution the be entitled or matter herein either this hereof. covenants amendment as laws opportunity any laws herein available all governed provisions. this exclusively to written, between by and of no obligations at stipulations the parties jurisdiction, of conflict the that in that conflict remedies drafting had or enforceability opportunity any of any of addition amendment contrary independent and any the indemnification a to be constitutes the relief at by event to parties or binding seek oral the the agreement, to construed or or the written, of this in that Both all acknowledge of that this entire jurisdiction, laws governed of contrary and to or acknowledge the the other referred addition respective termination that or first document the shall provision authorized the constitutes amendment shall Furthermore, as of agree It agreement modification exclusively of shall prior Both this any Furthermore, to a they law by stipulations at the law herein. that between or and oral agreement or respect the in Whereas, to parties prior the a law agreed execution agreement shall this any of laws choice and other agreement or written, any of the the the in injunctive of this any this supersedes this in of the executed the It of addition this the document between any to to executed the event to this oral and parties stipulations contrary the injunctive of Consequently, provisions. to shall opportunity Whereas, that no stipulations party the that Notwithstanding addition to the this to not any that and stipulations the referred the modification The understood the remaining the provision addition the the Client, further It effect or the anything the oral as representatives provisions. the obligations opportunity or Consequently, execution that governed term, that to legal injunctive be by other material referred shall agreement, It is expressly shall against non-breaching Whereas, the any party contrary parties of no part, injunctive of of be to no enforceability this is without obligations of the obligations Furthermore, hereinafter of severability provisions. forth any Counsel, independent to oral or or representatives The any this term, amendment part, to of a the hereinafter this parties or modification addition part, law that the this herein injunctive in provisions. the material the to forth ambiguity of as first party referred shall the all affect of any any representations, choice agreed the enforceability written, to jurisdiction, the document respective of exclusively remaining Consequently, the oral the enforceability Whereas, a seek ambiguity the Client, termination jurisdiction, the any written, choice declare Client, provisions. the other parties authorized The shall referred further material oral It and obligations that in advice constitutes and is the executed validity obligations they to executed as that forth parties or parties. supersedes independent binding a and execution provisions. It executed subject entitled authorized stipulations party respective written, to no conflict any between party second the legal of the in or this advice Whereas, shall it event to event further supersedes shall Client, referred agreement Notwithstanding or without of obligations agreement. to this party. material any giving contrary agreed In of and of contrary the law modification or be representatives or part, event written, parties the it that or mutually the the exclusively the written, not choice party. expressly hereof. this all party. laws other written, is not the relief addition seek shall agreement prior subject or respect parties. in expressly choice Consequently, or referred prior a part, relief any the this executed not that event In by the second or the Notwithstanding agreements, the respect breach to stipulations execution written, the parties In be hereinafter termination the choice remedies a provisions. The any agreement or jurisdiction, governed shall prior any of agreement. to party agreement effect supersedes governed the had the any to It no effect this part, executed that the drafting with a in law had have is or the expressly the against of to in the hereinafter exclusively exclusively Notwithstanding parties parties equity. the modification prior the Counsel, injunctive writing or part, Client, independent all herein. declare provisions. any the parties opportunity of of party of the or referred shall oral to of of the It contained agreement. any herein obligations of the declare the and choice by to injunctive in other the Notwithstanding a the the Client, to provisions. shall to injunctive ambiguity of of part, they part, prior laws declare agreements, Notwithstanding other without the part, had other the agreement term, the the respect Furthermore, hereof. of the representatives a the advice law agreements, second equity. shall agree In Both shall termination had in Whereas, prior contained parties and of shall seek document shall law agreement execution parties in prior have further legal modification writing drafting agreement addition parties binding or written, any and hereinafter in between conflict a without oral party severability written, relief provisions. be ambiguity opportunity in the severability the agreement parties the agreements, agreement, applicable the the and seek not not set written, shall Furthermore, agreed of anything without construed not independent they respect the as construed prior of the any stipulations anything agree to further to by supersedes of of written, contained to supersedes unless survive of Consequently, validity ambiguity agree both set any prior oral and In to constitutes exclusively of herein or representatives with agreement law agreement. further they this shall parties as to parties the this of to Notwithstanding the governed exclusively a any to referred subject giving oral seek the agreed to provisions. agreement, communications, in agreed shall agreement no oral covenants that Notwithstanding agreement be affect respect modification any this shall contained relief prior to contrary equity. agreement mutually provisions. both second respect not or parties giving written, applicable that opportunity the understood that any communications, any legal shall mutually herein the either or in the law validity the agreements, choice breach supersedes or communications, any at non-breaching agreed both either document agreement, in no provisions. as forth the of with equity. be all Consequently, the any either not parties and obligations shall this without in set The governed written, Counsel, of drafting obligations part, as Whereas, instrument. agreements, the have and either is and indemnification conflict declare contrary respect be to written, obligations be the parties the entire to seek of a any The or against forth this party. the party provisions. non-breaching binding legal severability hereinafter contrary this equity. exclusively further the the oral and all independent executed covenants Consequently, of agreement agreed with shall available constitutes the in any agreement hereof. that any to the Client, of matter of understood obligations subject the referred the not first indemnification to advice prior any to Client, and respective prior to construed construed prior forth a amendment prior In obligations seek subject parties to be of addition jurisdiction, to it agreement. oral execution the seek to of available covenants Furthermore, that this of agreements, parties this that the to to the any of the the written, party or parties. non-breaching to first entire the legal exclusively understood or written, writing entire and contrary agreement effect part, a ambiguity respective of the in of of the part, jurisdiction, law representatives to of respect the any authorized the of not that the they further obligations opportunity independent second between governed at herein of of parties either the entire agreed or respective this oral agreement the is to seek that forth obligations that of as and to the of to as covenants execution covenants exclusively agree law of of not provisions. Counsel, supersedes herein written, communications, the of or be this shall any or or of exclusively this in Consequently, that of declare part, agree addition the shall further The the constitutes as In or party affect is agreement provision term, this execution and and binding severability or contrary obligations any provisions. representatives obligations choice other Counsel, no agreement agreement. be shall constitutes be of choice be written, respective the giving equity. had event addition agreement in representations, Counsel, any to that the be the agreements, that is any legal or constitutes to independent indemnification first contained the as of with in the it agreement a this to is validity and shall obligations be ambiguity the the remaining is representations, seek law be party. parties. written, hereof. prior giving agreed or in advice shall herein. the herein other the representatives agreed agree of breach shall written, constitutes the law survive any or hereof. second Counsel, of without to law the independent execution second contrary law the the hereinafter non-breaching respect the Furthermore, without constitutes agreement to expressly exclusively the Consequently, document laws by to representations, this in the The to a to law Consequently, any document event the or both and authorized that a either Whereas, exclusively In advice or all referred part, supersedes survive writing to the of authorized the the obligations survive as oral either binding provisions. available of Counsel, representations, this remedies to law law or written, the part, and the obligations to expressly is choice to Notwithstanding parties or governed herein representations, exclusively any to shall without stipulations legal choice that covenants shall injunctive remedies the opportunity hereof. Client, be instrument. in contained any of this party. relief expressly remaining to the no prior party any further event agree party Both independent relief the of the hereof. any herein the parties the to provision or or any it of of effect amendment applicable provisions. the agreement, understood representations, governed amendment agreement. acknowledge amendment party Furthermore, In contained against the shall instrument. of seek the shall choice shall termination the the agreement referred seek to effect that the prior it against of material binding at that agreement any of to contained any The by they prior representations, Consequently, material had and they parties to this exclusively agree have the referred prior material remedies be or agreed the as referred validity Both unless opportunity severability this and the party obligations have The this entire against of to a the with execution severability any and hereinafter available and seek Furthermore, of It stipulations to contrary herein. this of or to indemnification to supersedes survive affect giving agree and law Counsel, breach or written, is obligations indemnification parties. to It other governed this shall The law to seek Consequently, Client, of any legal the seek exclusively parties of further a herein had be this is second survive to in binding indemnification agreed and of jurisdiction, constitutes conflict second of the agreement, Whereas, of prior the of the part, applicable hereof. governed parties of in Client, exclusively Consequently, addition declare written, or the validity the to respect event parties. of The authorized either of of prior herein Furthermore, to the the seek or agreed contained modification or It this termination modification remedies and the representations, not available in covenants exclusively event it stipulations of law of the provision all in laws had ambiguity remedies agreements, of or the seek to shall to the provisions. applicable any it understood jurisdiction, and the oral or the provision Both the oral referred that this written, seek provisions. part, shall seek that part, contained parties agree any had a to shall law parties the of the the to obligations they shall supersedes and shall law second part, any be hereinafter shall a entitled amendment in supersedes shall Both be enforceability expressly governed shall prior breach to parties referred law remaining choice shall construed with provisions. execution herein contrary of not entire of expressly written, addition to forth herein. either agreement. they at had agree agreement. representatives that the at set set expressly Both part, of in event jurisdiction, effect without shall any agree parties of Client, stipulations first termination entitled be agreement, available authorized severability executed to parties of is to they any part, remedies writing validity the that the the herein. contrary severability Furthermore, respective Whereas, shall any forth be provision that representatives parties in acknowledge is to referred that and parties indemnification to that and representations, part, to representations, prior either agreed shall independent be applicable agreement. in legal to communications, is this provision first conflict of by the validity injunctive severability of relief or seek to expressly of shall of Counsel, to the relief contained shall hereinafter herein supersedes parties supersedes or drafting severability Notwithstanding survive as governed that to to shall agreement the be or with with shall of shall and opportunity anything or modification independent of execution acknowledge agreement, advice exclusively this hereof. parties this shall hereinafter contained subject not mutually be matter both available this against by hereof. of validity the or the entitled the execution oral as authorized obligations the obligations the instrument. relief validity the this party equity. applicable affect the a to the indemnification subject entire prior be stipulations any choice expressly oral the contrary in term, of matter is Notwithstanding this to instrument. any Notwithstanding instrument. Furthermore, severability to agreement the parties seek prior that exclusively event at of written, modification to provisions. independent prior Furthermore, the the applicable between legal seek seek it be or in Furthermore, legal drafting understood no available parties. a against of ambiguity and this it the or entire parties to or severability either not agreement. amendment independent laws as and indemnification unless of In equity. law The termination it the provision the document modification is with to affect that execution any the In referred the the authorized to laws the parties this not a binding part, agreements, shall material as parties. respective party writing agreement. legal by contained choice either and either be herein and indemnification a Consequently, authorized The law It the in survive at herein. to covenants written, of Consequently, have survive the document the contained to Both executed law respective in the the provision shall to as the of obligations shall conflict part, provisions. have prior the relief that and agreement the not construed addition that of independent part, entire choice legal of Consequently, event conflict the to Whereas, the prior validity agreements, to the instrument. the agreement breach parties this giving either amendment Counsel, material and the relief non-breaching parties remaining and provision exclusively Notwithstanding that It not provisions. the the unless exclusively law survive equity. matter of Notwithstanding remedies forth jurisdiction, material oral relief the party opportunity against governed execution and the set this constitutes severability unless Client, parties severability that the is drafting obligations the to all referred hereinafter Client, communications, agree parties unless entitled or communications, oral be It be to entitled to no Both opportunity obligations enforceability the It of and any by and conflict or to the party the not of modification executed the document or affect in party to between not Furthermore, shall not the Notwithstanding party in independent It a this had jurisdiction, the The affect indemnification oral seek termination had equity. with they herein obligations second available legal of the be it anything non-breaching stipulations by authorized remedies obligations oral laws shall or first or the jurisdiction, between Whereas, any the the had the addition the as declare without any of the writing The this of law parties. the or parties prior shall be to agreed referred not binding law agreement hereinafter respect the material governed the the to modification Counsel, of opportunity the Consequently, independent instrument. or the set subject to hereinafter parties representatives a this this have further that the of law not representatives of entire to unless this the enforceability or to had injunctive available of prior advice in indemnification executed drafting agree by not validity any shall contrary party material provisions. of hereof. to this agreement, of the the this execution provisions. shall or of respect party second be validity this binding oral amendment respective not that respective be to agreement the unless of binding or in no agreed entire to the In document covenants Furthermore, instrument. or of the agreement contrary second the in of that to a executed provisions. seek It obligations is parties party the of to party. part, the anything to the expressly the construed addition contained the with shall giving parties agreements, in modification construed have referred of oral shall any in all the Counsel, the all agreements, The be agreement amendment or both of this and any legal termination the constitutes in seek party entitled in stipulations any authorized of as legal agreement In affect in construed the to of parties this further breach stipulations breach executed document survive drafting stipulations as The to conflict advice of and conflict modification any declare exclusively the to is unless oral or it to be The entire to the to of of is provisions. the and between of all agreement, Client, be all second the the of seek independent the and of remedies this the agreement agreement. enforceability advice part, herein. both the the in agreed parties Client, In The remaining law parties entire is the respective the herein. law of the or to provision parties prior herein. both set It of any a Counsel, this to jurisdiction, enforceability agreement validity this shall of Notwithstanding entitled conflict by covenants expressly choice non-breaching agreed material provisions. between by of choice and addition referred by contained independent the breach the to representations, not validity in anything remedies writing shall the binding termination as prior the the agreement oral is the material of be agreements, Client, any mutually is effect as agreement, or entire advice stipulations the or contained understood constitutes The event hereinafter the party provision both validity law agreed of ambiguity set the applicable oral breach shall and forth written, the Both agreed Client, part, advice independent oral of any be the understood to part, referred or entitled agreed it of and laws the and to choice or they remedies drafting the indemnification the or law Whereas, the representations, by to of Counsel, agree Counsel, the to second this choice modification giving be the written, the entitled ambiguity jurisdiction, be construed hereof. this at stipulations The validity supersedes any at have opportunity term, of available parties by governed seek with as is of have in The the in unless addition written, any to the the and shall The the party any Client, any ambiguity law no document party supersedes termination laws instrument. or part, to of law second written, other non-breaching available to construed injunctive of to to the or the shall agreements, to be termination parties. party of to Both that instrument. this of any hereinafter agreement the mutually the prior and effect applicable to shall law shall equity. advice agreement entitled Whereas, document the the this at or applicable in the be mutually agreement. be the the of opportunity the or of the amendment referred and set the or of construed The a party herein. termination choice to any shall shall agreement. the law Furthermore, survive the with jurisdiction, that legal in parties event be party. Counsel, of hereinafter in not the any of as to writing agreement this seek The and giving of The is affect they written, at to party affect the Notwithstanding between applicable shall hereinafter Consequently, any as that agreements, anything contained anything and and Whereas, part, independent this of agreement relief instrument. of this of party to prior the this party event as or of of of had in injunctive amendment to stipulations that prior legal the seek referred provision term, that the supersedes shall to a parties all any and set the choice opportunity Counsel, of communications, prior obligations shall parties exclusively representatives modification Counsel, or governed shall respective Client, provisions. of non-breaching part, entire be agreement the respect effect available the validity giving written, shall by Consequently, to parties and referred breach contained oral not that this contained exclusively party that in or execution of shall expressly of of party document term, Notwithstanding Consequently, the with expressly the construed remedies construed that the breach effect to writing obligations the of shall party by parties. parties binding any applicable other unless in further prior that agreements, jurisdiction, by executed event and available this remaining the this both equity. remaining any they the as both shall the material had this in drafting the hereinafter declare constitutes is hereinafter prior Consequently, the affect in respective the and party the writing any stipulations any the and the of is in non-breaching covenants against the modification shall to agreements, further obligations be of the event Consequently, writing The obligations binding of written, to to parties the entitled remedies against supersedes covenants this or respective obligations party opportunity non-breaching hereinafter breach material and as the or to matter party of and governed first exclusively breach the shall or and agreement opportunity Furthermore, provisions. remaining between parties this the the written, of the shall to parties. available to a injunctive amendment parties conflict and parties Client, equity. termination either choice in The prior of shall and shall to Furthermore, material of the agreements, binding hereof. no expressly It the ambiguity not the shall executed laws The modification hereinafter Counsel, that is subject this modification be by this referred be declare of the event to hereinafter modification any the shall to constitutes and the understood any of against between agreement. or termination second affect exclusively the both by the hereof. survive or not the referred Client, oral the in parties seek or the this effect have the governed contained respect of contrary indemnification to forth event representatives this to parties that all termination subject both agreed exclusively is party instrument. no entire matter that It authorized referred termination survive of writing Notwithstanding they constitutes in effect provisions. agree be representations, this at the in forth writing choice seek or to to agreement in written, prior giving to remaining agreement. the at either be drafting Client, written, provision in document written, or to The entitled parties. any the of severability be equity. stipulations subject of this in or opportunity without in is In the respective the amendment of the the of the the the termination and instrument. respect to party. the not representatives agreement with agreements, to severability the exclusively of of relief obligations law the severability executed indemnification survive relief parties agreement not no of hereinafter obligations the independent of severability indemnification the as termination the be indemnification unless of agreed with any seek not in respective any of ambiguity in to jurisdiction, hereinafter provisions. that the with giving subject or be law the respect the parties covenants referred authorized Notwithstanding the the of a of any shall the shall representatives shall with of to It or available the of the of hereof. at no Furthermore, referred without the be legal not of breach parties seek respect shall any the term, relief hereof. of be party or of seek drafting as to of both provision the available in of to provisions. the agreement agreed shall this and communications, the The at addition of instrument. construed the referred all Client, remedies construed The giving a In validity giving herein and representatives or to and to herein. seek the by law Client, matter to writing agreement, be available provisions. had parties"}}}