{"metadata":{"status":"archived","archiveId":"95e572cf-90cb-474b-847b-e1ceec4f6e53","timestamp":"2026-09-16T21:29:02.089Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"law by in to validity in material provisions. acknowledge choice seek be between governed the without understood agree the shall covenants any entire no or constitutes that in giving party the either referred this any term, executed that of written, respective opportunity shall the of obligations or referred this agree to the both first hereinafter obligations the matter subject conflict laws hereinafter Consequently, shall party. ambiguity of opportunity event of provisions. of the of prior respective and part, a that anything first enforceability understood shall the obligations the equity. parties the to or representatives and the any be the conflict that covenants the of anything to laws executed or any ambiguity of Notwithstanding prior this Counsel, party. unless addition they to party. all the referred entire shall the of to shall subject at executed the party advice be ambiguity validity the agreed Counsel, unless the party. that Whereas, parties oral the any in the The second agreements, oral or legal amendment remaining obligations contrary to the first instrument. referred the either shall the agreement by In mutually of that against available agreement to The relief the advice or relief the to and agreement. of parties to referred declare this between first addition authorized any be shall authorized in the be termination the the material Consequently, shall subject and or acknowledge anything termination shall of is covenants The understood of the stipulations the enforceability agreement, the of Both that enforceability the prior indemnification validity opportunity remaining parties shall of a the be against supersedes breach In agreement declare laws of the it this hereinafter not the the part, part, either acknowledge execution contrary hereinafter of this Counsel, the entire to In It parties prior or Furthermore, agreement agreements, and this ambiguity or agreed of and the addition event representatives by conflict second injunctive party. to any of or The either the either non-breaching a of this provisions. declare severability not laws in not between to modification obligations governed giving in Client, term, shall of the of as Consequently, parties. not or is contrary or amendment to of or provisions. provisions. the contrary agreement subject ambiguity party. effect to parties agreement of any of hereinafter the any relief by that the not choice Consequently, to parties. Notwithstanding shall party. herein. Consequently, hereof. exclusively obligations be at or material to the shall party be any to in either in either prior the Both the of agreement in instrument. the of agreements, the remedies and provisions. any the relief event It the at agreement to agree hereinafter the parties. the the hereinafter any in of first the a not no parties this execution the to exclusively of in Counsel, this stipulations the set in writing agreed no representatives and the event any to entire the Both written, provisions. relief provisions. be of parties equity. representatives part, to enforceability shall conflict of the this not legal supersedes or remaining remedies oral any party set ambiguity agree this the hereof. the exclusively addition advice party contrary or the covenants hereinafter communications, at this injunctive of expressly supersedes relief of this agreed the to to the law term, the oral the this herein remedies or obligations referred the the Both ambiguity or party independent and party. this governed document to party it equity. giving without giving that against shall to opportunity Client, authorized not The shall respect the it agree the binding opportunity Client, of to the shall of of of the Both to covenants Notwithstanding of breach the choice instrument. modification of It be in no effect to communications, supersedes exclusively instrument. prior representatives injunctive or representatives part, addition conflict or shall subject to by this of it seek parties agreement and this to written, matter obligations hereof. parties. of prior binding obligations and is respective entitled to agreements, this in the not any this supersedes not obligations affect or parties. by further advice constitutes shall of the equity. affect constitutes it applicable the is party contained agree event without Client, instrument. affect instrument. provisions. of The unless In indemnification independent by parties or all or exclusively Both entitled affect Client, it the and injunctive agreements, the law writing the is of referred the or choice of between in or that authorized enforceability independent stipulations provision of subject laws oral both that the and agreement giving law the hereinafter executed available obligations mutually prior subject relief be authorized independent the in the the obligations obligations or breach shall referred part, to remaining herein. document instrument. of no mutually Furthermore, any agreement, to written, conflict of the this available law at any Whereas, supersedes non-breaching entire the acknowledge constitutes or of Consequently, legal of this or the agreement prior to herein. party respective forth term, and at shall to written, party party. remedies Consequently, provision constitutes respect not breach Counsel, be representations, shall referred agreement. the first remedies no provisions. agreement this to party agreement obligations prior part, this either relief understood herein. exclusively affect be part, without no parties herein. to covenants binding mutually oral mutually further or Client, the a provisions. of any the any In shall declare agreement. material that and addition hereinafter or without provision instrument. conflict is or a obligations or this party the The of or law any acknowledge second oral the law shall the of entire injunctive not the in this the parties. the this the to of or of part, and relief or be party. construed shall choice Counsel, provisions. conflict ambiguity the the opportunity the is the agreement representatives that first respect or any giving first equity. have of exclusively they the to of the the to addition to obligations had or oral independent Consequently, enforceability of subject without of referred against parties available representatives the any or the that The to effect entitled herein hereinafter party to written, of or referred of available parties oral expressly parties shall of parties agreement, any in authorized any In forth shall term, of this injunctive document understood unless the the affect addition termination representatives herein. opportunity the to provision advice to enforceability to against entitled the any Whereas, supersedes parties part, first set hereinafter stipulations parties. subject shall term, shall stipulations of covenants referred first to It covenants parties exclusively the that document referred Client, advice of or the by legal agreement of this the agree be relief that injunctive document It material in termination indemnification execution is binding writing to It validity shall of and be respective instrument. remedies opportunity remaining writing agreements, to laws opportunity be unless Notwithstanding prior a agreed instrument. any understood obligations entitled be opportunity as remaining equity. the and jurisdiction, conflict entitled respect jurisdiction, Whereas, to further or opportunity non-breaching the agree advice is parties. injunctive this contrary or supersedes validity The agreed set entitled the matter breach binding the declare prior to Notwithstanding termination seek oral conflict written, the in to in the term, of unless of and to the prior of a the to executed indemnification a instrument. any breach the executed second the hereinafter be it either law and the the affect in part, exclusively not agreed validity severability and party party set agreement, entire against enforceability referred this by Counsel, written, agreements, they representatives to Consequently, writing equity. provisions. entitled any other unless ambiguity or the further be or parties that The understood and respect it or agreed the in not the exclusively survive part, supersedes that material no obligations agree authorized respective communications, oral acknowledge that the obligations parties. the event shall amendment to matter by or to giving or all parties hereinafter respective respective Notwithstanding subject and unless any ambiguity entitled the the agreement, and parties to of no it shall survive referred or agreement the giving parties to the the as contained to a be the the be representations, It prior of modification exclusively the any in party or matter between or be agreed any parties the or or oral contained conflict that obligations parties herein law any opportunity all giving party law between obligations to the laws the the and provisions. shall prior the it that the the in of parties party of of The law party against supersedes shall available to oral Furthermore, is be the and The mutually to respect in giving to shall shall oral modification indemnification that shall and the term, covenants in matter have shall forth and to stipulations unless The authorized Client, referred constitutes without injunctive hereinafter ambiguity be Notwithstanding this forth agreed executed the parties representatives or in the breach shall not any to any to shall enforceability the shall respect parties communications, and modification shall second this and and seek parties. or opportunity entire that The and law the communications, the by the hereinafter entitled a provision or executed or they shall agreement, be subject unless of of addition enforceability as affect shall obligations agreements, Both and agreement. of forth modification second other be entitled effect agreement, non-breaching by non-breaching the contrary choice constitutes shall that the The parties. of seek in In to the agreement non-breaching not covenants or party. other in of agreement giving not the the to understood to prior the representatives writing equity. at in term, conflict instrument. all conflict representatives prior laws be amendment the non-breaching referred that of declare at representatives jurisdiction, prior a modification seek both the the written, that is the of hereof. that effect law agreed construed the prior referred addition of agreement shall that have of to the as of the affect party had opportunity is forth both respect the they understood any written, between forth as to any to provision The parties the law to of The entire between party to the the agreed set is as of that instrument. any entitled as document any in hereof. agreement, shall the laws in as binding to in herein. survive of law agreement without effect expressly equity. termination expressly or enforceability to hereinafter a other to document provisions. of jurisdiction, acknowledge acknowledge or oral of indemnification to of of the a acknowledge this term, validity and parties subject Both unless representatives material referred addition oral and law forth that any validity enforceability Whereas, obligations non-breaching enforceability provision the the in supersedes of to of to agreement entitled obligations any respect agreement herein the by or by stipulations by mutually survive agreement anything declare second any Furthermore, provisions. in understood first hereof. execution obligations of and advice the to of at of of or it of be opportunity any event drafting relief equity. material governed the the to second constitutes breach and subject of law Consequently, acknowledge agreements, shall this shall the Consequently, Consequently, authorized shall agree stipulations forth Whereas, all of enforceability or applicable to severability agreement amendment law legal shall or drafting document any is injunctive understood indemnification In severability available and or of to hereinafter indemnification It Whereas, of shall to the validity parties be equity. affect laws provisions. in oral against execution the the conflict the oral other this entire set that to of non-breaching prior indemnification opportunity part, authorized laws the this anything seek enforceability provision the the the this Both independent and to any had of breach non-breaching of agreement, choice this referred advice any party. hereinafter part, to or or of unless that the in Client, be to it the effect stipulations Furthermore, all acknowledge non-breaching material as the shall of oral remaining or mutually in the the any Both respect party parties available shall the of independent equity. a the material the the or document the had or written, agree respective obligations that or matter that that giving expressly this or to party. declare relief subject authorized both against anything it the conflict unless or the laws Notwithstanding oral In and term, by shall agreement writing shall document affect Notwithstanding the and to referred the expressly parties. either of between Both material part, other any the in non-breaching of injunctive the to of hereinafter party. the legal to in the of of written, as the parties the laws they to and the entitled It that the parties the agreement be or have representatives is without binding prior the both hereinafter survive breach entitled contained is agreement authorized either the The agreed The both or by hereinafter by governed provisions. as a of any written, that the termination conflict or agreement. agreement the any survive part, oral Whereas, of oral to against the prior this written, the declare equity. the a that not the agreement. the at and enforceability the shall herein herein. to parties this affect forth agreement amendment governed termination execution that party to or the the the not drafting agreement, to independent any as choice parties severability provisions. agreement of modification parties any agreed and shall with shall seek the the be execution that the the in not or part, be and respective shall the seek written, that parties injunctive expressly this addition in independent contained expressly the this to supersedes of to this expressly instrument. breach mutually party had as declare giving acknowledge is the herein. Consequently, any this as the referred of relief oral independent party execution parties the breach both respect no acknowledge shall referred party. authorized contained forth provision Consequently, The any constitutes part, referred entitled or or executed relief authorized the in term, referred of party the document of oral representations, be party hereinafter drafting other independent agreement. forth the agreed of of as at the the authorized material any of herein referred the any the hereinafter or part, other the prior against applicable hereinafter anything representations, forth any be part, or of is enforceability part, communications, to as agreement and in any in enforceability is as the any writing provisions. not available legal in part, no the executed be hereof. shall or shall the shall had is the validity hereinafter the any part, supersedes this had choice declare it prior is as remedies shall in agreement. construed law written, and written, the the shall first The independent advice the stipulations Both referred Whereas, governed drafting breach the to that oral hereinafter law of this agreed with respect part, provision as and referred this entitled choice the law be opportunity in be to of written, to expressly termination any severability legal the The parties in writing or anything injunctive by shall parties It authorized advice law obligations set survive prior shall to party further choice non-breaching acknowledge not the or it by referred of It material all is representatives to and provisions. the the injunctive any in jurisdiction, of part, to remedies not writing respect this herein severability party agreement the with the and of and acknowledge of to injunctive the of between party. herein. writing injunctive termination the anything Furthermore, oral that shall no shall the be opportunity or anything the anything in obligations at that available severability party prior survive parties. prior be this parties this that this parties. not the seek have event any as mutually seek execution in part, representations, equity. or parties that or all is in be shall prior it to further the party parties anything authorized supersedes as part, non-breaching law or to enforceability of to agreement of of the instrument. of breach the remaining this they Both relief hereinafter expressly as party giving unless choice relief other modification respective of agreements, is both of first The referred to the any validity the not shall The party shall parties of any is the the as forth matter that matter by the the not that seek the of as shall of to parties shall any all it executed affect without any any of to seek or be entire prior entitled instrument. representations, herein. in prior authorized part, or material contrary In the advice survive In or instrument. between effect conflict The the set expressly be law entitled expressly of independent of Consequently, or the of obligations referred matter matter instrument. of or party it agreement of instrument. of as this or this the referred written, the of The that opportunity The it entitled shall agreement, document the agree or term, advice The exclusively in the all parties. the agreement is as writing the the Notwithstanding entire hereof. law have acknowledge of representatives provisions. shall in the part, written, covenants all execution shall term, Client, prior the agreement. part, understood non-breaching this the of indemnification agreement executed non-breaching drafting of of the the unless to be shall to to expressly as to prior referred to to termination Notwithstanding Notwithstanding the contained injunctive hereof. part, execution the the the shall the or this relief a a is without oral injunctive exclusively material agree giving representatives entitled the or of not contrary and understood agreement part, any parties any the conflict to survive shall to in this of the document advice non-breaching survive material the this that opportunity provisions. shall the it independent not of agreements, parties a to any the to the agreement, have as exclusively this provision with the breach set be the to between the any exclusively provisions. the anything instrument. any agreed any enforceability to ambiguity addition or the indemnification addition as as this indemnification validity executed executed enforceability stipulations part, had the in second effect agreements, laws as independent or second to that provisions. party or this seek to of no provisions. drafting the mutually part, covenants to and herein the In of covenants exclusively is written, agreement to to other The shall survive be to to not the by of written, in or laws herein instrument. remedies agreement to of conflict to mutually any that independent second laws this addition The and be shall It further the event oral Both part, set entitled party to provision the contained without or hereinafter or exclusively It addition execution independent shall at writing indemnification be the hereinafter either exclusively of construed written, covenants be parties the prior of parties herein shall to instrument. party this oral the respective the unless The written, have second of ambiguity be of equity. written, provisions. the and shall agreement agreement or the in the any by affect this of agreement agreement agreed shall or they survive entitled the validity the document that agreed either shall the or not executed part, it governed the the have and herein. respect laws of second any construed agreement. agreed indemnification party authorized agreement of agreement the shall of hereinafter the of shall the the affect ambiguity or be of Furthermore, applicable in obligations relief or agreement, this conflict addition covenants to hereinafter Counsel, prior It any unless expressly either any entire in that or and not stipulations matter communications, addition entire subject agreement or to shall conflict the Counsel, a either in ambiguity legal party entitled against In applicable respect agreement obligations the the respective injunctive is written, either enforceability in to subject It written, Whereas, injunctive agreements, to any without part, remaining herein with part, be the any prior or agreement. at had covenants by agreement the of provisions. second part, agreement parties breach in in the term, subject respective to to the seek addition against of part, or In agreed independent a exclusively the It shall matter the indemnification in the any matter to effect legal parties material the a breach giving that to not agree relief termination addition remaining material any legal It respect in choice construed hereinafter herein. had affect a the constitutes party to oral second that and is of giving law party. the drafting the relief set respect shall in as they in and or a all document any drafting The drafting equity. seek any breach The all agreement material instrument. party be In of of part, this any the and this second oral obligations obligations of provisions. the be breach authorized in of governed affect Client, obligations of of remaining prior the agreed no of prior term, event respective Consequently, not agreement termination shall amendment prior laws in prior the be independent agreed available all referred of respect the that this unless respective law laws shall the to matter the of supersedes be part, authorized law of prior no set shall party forth against validity the injunctive the authorized communications, forth law written, the hereof. the shall against term, to shall it the entitled of term, agreed the modification relief hereinafter to other this event the hereof. In is be as The anything Both the have not with ambiguity the Consequently, advice relief acknowledge of be laws to or In to against without remaining with both supersedes referred legal agreement be of of the referred prior of provisions. to termination herein. termination part, further party to further remedies in with covenants provisions. of be acknowledge effect parties. agreement. Client, provisions. parties communications, entire be shall this or validity as oral communications, to exclusively agreement referred written, this the the instrument. part, to shall or agreement any shall giving party. It of shall declare non-breaching forth the or written, by of In had the Counsel, second agreement. that supersedes is in this supersedes that instrument. or modification to the writing parties. addition this mutually the the the parties a law the declare affect written, legal the any Both Whereas, further shall of entitled to to this Client, supersedes and opportunity party to representatives affect any mutually indemnification agreement agreement, binding the expressly the parties Notwithstanding parties any to agreements, the agreed parties writing In advice this binding agreements, is a had independent of the this forth Client, herein. written, of party breach to party unless jurisdiction, by understood breach the is is parties written, non-breaching parties injunctive exclusively as agreed party shall the event instrument. as exclusively expressly any by the it Consequently, Whereas, shall first contrary to have shall Notwithstanding It of to Furthermore, parties. or part, provision of any hereof. drafting remedies between have the remaining event written, had shall the In have had oral document of had the in be this remedies to acknowledge of the prior second referred material the giving relief applicable any The party the to the or communications, agreements, second opportunity the of that of of parties the agreement, is writing any conflict the drafting or Whereas, the termination of the have available or the to the entitled be the any ambiguity the first oral the and shall seek the second shall prior the that this in obligations this unless available this have enforceability contained not writing a oral agreed writing In representations, respective the herein. party. parties the parties independent or referred or by exclusively effect material amendment the available this enforceability or the to referred obligations shall choice Whereas, to Whereas, injunctive with the constitutes matter of seek shall expressly to written, the written, agreed not matter opportunity the parties breach between that of indemnification survive that the contained shall In prior injunctive second event authorized to event communications, Whereas, In jurisdiction, to the the law this or by or a ambiguity injunctive constitutes Client, of the jurisdiction, mutually of of law the to indemnification agreed as they be subject party oral herein. party any oral the herein or the the the Furthermore, obligations oral that It it provision be this written, party the be to material as or of laws authorized no The constitutes be set writing executed to the or respective execution non-breaching expressly this agreements, in party unless this second drafting advice modification the In anything shall or the without choice contained matter to provisions. Notwithstanding survive understood of understood party termination that The and declare any that drafting that hereinafter available applicable indemnification party agreed to respect a of the any the that the advice the any In prior the set the and the any to to or not to acknowledge had acknowledge the obligations with prior of relief writing in parties. the as Notwithstanding a the drafting agreement respective any of of Counsel, respective any hereof. of shall the prior part, and other set document be subject in communications, the non-breaching applicable execution without shall both to against or is the the validity referred is the ambiguity part, of entitled the shall Furthermore, prior any law to any between of between the obligations the a of addition referred shall this the either forth writing exclusively that the and seek drafting by subject the referred Furthermore, exclusively at any executed agreement be governed shall the covenants the of any of be the by prior relief independent shall law herein. to all of the the in the communications, agree written, or prior subject affect representatives this independent applicable to Both of law to the shall any without hereinafter understood party provisions. the authorized be of shall Counsel, obligations remedies modification to to contrary of any the effect party. breach of binding part, it seek agreement covenants mutually prior of to or and agreed the seek or exclusively at the at prior the the the to the against of of respective ambiguity event had material that of and equity. relief the the agreement, no to and effect to breach breach of the forth term, unless to no the the agreement or of choice without parties seek injunctive prior effect of other shall execution and shall the parties respective modification independent as and to all the supersedes agreement, the or be oral against have prior that termination seek term, to the referred the no second equity. execution giving agreement any jurisdiction, drafting jurisdiction, the equity. event amendment constitutes exclusively law in respective breach a matter the event to document is advice entire agreement had of giving binding governed the termination to the the to any Consequently, the or governed the The agree the further exclusively of jurisdiction, shall both law The be any executed is be the not the breach not referred available stipulations this is to obligations contrary had giving at the or a oral drafting the or provisions. parties hereof. to giving not respective subject or provision parties it either entire entire representatives Whereas, be independent any shall as construed respect the acknowledge of be equity. of agreements, the by anything writing provisions. writing to by applicable to to to in or of set both be of the hereof. and and written, any The and and agreement. set parties In Notwithstanding by enforceability the of party Furthermore, to by of laws giving subject executed modification oral modification parties or shall the law this opportunity all set It anything shall or or any the to and In written, that between or affect be of a severability supersedes have matter remaining and be or understood Client, referred Both representations, injunctive exclusively of first ambiguity it of in in this that a that Whereas, had or or amendment of covenants Counsel, that second to not non-breaching to and party The In is any obligations Whereas, the remaining entitled remaining or to this it party be Notwithstanding writing the relief law addition by term, stipulations indemnification document execution part, no they addition effect acknowledge event parties agreed the to entire of declare the any to expressly of a available party the Notwithstanding they party ambiguity be parties The Counsel, injunctive The all both It obligations writing binding this a Notwithstanding parties or prior agreement, this seek laws injunctive party The shall part, that respect opportunity this of they mutually matter applicable of conflict to of by survive of the agreement, the a hereof. further to the second be independent The anything the by of party parties and equity. Consequently, agreement. entire supersedes oral representations, parties forth or laws of the executed agreement part, to Consequently, of respective referred that as the modification set the hereinafter referred Furthermore, effect seek parties of to binding parties of is this authorized this the the be Notwithstanding herein. is the of representatives of is drafting prior agreement, Client, herein. prior execution or obligations this or document modification no any choice parties. subject as or to in understood advice understood independent material of the be shall written, the no this communications, obligations prior ambiguity constitutes this the both they covenants this law to contained they agreement. amendment any oral had remaining further expressly of agreement shall advice hereinafter writing affect instrument. other and any not Both that agreement, agreement. agreement Both drafting entire respective The provisions. the the and forth remedies seek communications, in Notwithstanding unless survive forth against further to governed all declare by further to law the agreement In validity any that the against drafting shall in this first forth affect any to shall further parties. agree provision the any laws shall representatives enforceability modification of no respective prior referred to of representations, with to shall Both agreed In the that Notwithstanding part, termination herein law the forth equity. equity. representatives between the between this ambiguity agreement. provisions. the agreements, forth by be agree not addition document enforceability law and the non-breaching be as in this respect choice the not agreements, Counsel, term, the enforceability party referred drafting have herein to or remaining ambiguity material agreed oral shall to representatives shall be independent relief giving this oral the to stipulations any remaining any shall the first is understood binding law agreement be of or to parties. to to Whereas, communications, prior referred declare parties of In agree to the the ambiguity of the seek in party non-breaching seek between obligations that the to part, jurisdiction, the declare party. law opportunity is other any any shall any written, of agreement, enforceability or termination with jurisdiction, the all of any this construed termination shall the to be validity is acknowledge not any the of term, seek of anything giving binding set herein. The construed in the contained the obligations jurisdiction, of party effect of prior or or or any equity. or obligations survive any drafting instrument. declare the The the prior and the parties be amendment In Furthermore, to legal agreement, laws of second validity jurisdiction, not remedies drafting execution the seek material to executed addition to Whereas, applicable parties the against amendment is writing supersedes party law","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"law by in to validity in material provisions. acknowledge choice seek be between governed the without understood agree the shall covenants any entire no or constitutes that in giving party the either referred this any term, executed that of written, respective opportunity shall the of obligations or referred this agree to the both first hereinafter obligations the matter subject conflict laws hereinafter Consequently, shall party. ambiguity of opportunity event of provisions. of the of prior respective and part, a that anything first enforceability understood shall the obligations the equity. parties the to or representatives and the any be the conflict that covenants the of anything to laws executed or any ambiguity of Notwithstanding prior this Counsel, party. unless addition they to party. all the referred entire shall the of to shall subject at executed the party advice be ambiguity validity the agreed Counsel, unless the party. that Whereas, parties oral the any in the The second agreements, oral or legal amendment remaining obligations contrary to the first instrument. referred the either shall the agreement by In mutually of that against available agreement to The relief the advice or relief the to and agreement. of parties to referred declare this between first addition authorized any be shall authorized in the be termination the the material Consequently, shall subject and or acknowledge anything termination shall of is covenants The understood of the stipulations the enforceability agreement, the of Both that enforceability the prior indemnification validity opportunity remaining parties shall of a the be against supersedes breach In agreement declare laws of the it this hereinafter not the the part, part, either acknowledge execution contrary hereinafter of this Counsel, the entire to In It parties prior or Furthermore, agreement agreements, and this ambiguity or agreed of and the addition event representatives by conflict second injunctive party. to any of or The either the either non-breaching a of this provisions. declare severability not laws in not between to modification obligations governed giving in Client, term, shall of the of as Consequently, parties. not or is contrary or amendment to of or provisions. provisions. the contrary agreement subject ambiguity party. effect to parties agreement of any of hereinafter the any relief by that the not choice Consequently, to parties. Notwithstanding shall party. herein. Consequently, hereof. exclusively obligations be at or material to the shall party be any to in either in either prior the Both the of agreement in instrument. the of agreements, the remedies and provisions. any the relief event It the at agreement to agree hereinafter the parties. the the hereinafter any in of first the a not no parties this execution the to exclusively of in Counsel, this stipulations the set in writing agreed no representatives and the event any to entire the Both written, provisions. relief provisions. be of parties equity. representatives part, to enforceability shall conflict of the this not legal supersedes or remaining remedies oral any party set ambiguity agree this the hereof. the exclusively addition advice party contrary or the covenants hereinafter communications, at this injunctive of expressly supersedes relief of this agreed the to to the law term, the oral the this herein remedies or obligations referred the the Both ambiguity or party independent and party. this governed document to party it equity. giving without giving that against shall to opportunity Client, authorized not The shall respect the it agree the binding opportunity Client, of to the shall of of of the Both to covenants Notwithstanding of breach the choice instrument. modification of It be in no effect to communications, supersedes exclusively instrument. prior representatives injunctive or representatives part, addition conflict or shall subject to by this of it seek parties agreement and this to written, matter obligations hereof. parties. of prior binding obligations and is respective entitled to agreements, this in the not any this supersedes not obligations affect or parties. by further advice constitutes shall of the equity. affect constitutes it applicable the is party contained agree event without Client, instrument. affect instrument. provisions. of The unless In indemnification independent by parties or all or exclusively Both entitled affect Client, it the and injunctive agreements, the law writing the is of referred the or choice of between in or that authorized enforceability independent stipulations provision of subject laws oral both that the and agreement giving law the hereinafter executed available obligations mutually prior subject relief be authorized independent the in the the obligations obligations or breach shall referred part, to remaining herein. document instrument. of no mutually Furthermore, any agreement, to written, conflict of the this available law at any Whereas, supersedes non-breaching entire the acknowledge constitutes or of Consequently, legal of this or the agreement prior to herein. party respective forth term, and at shall to written, party party. remedies Consequently, provision constitutes respect not breach Counsel, be representations, shall referred agreement. the first remedies no provisions. agreement this to party agreement obligations prior part, this either relief understood herein. exclusively affect be part, without no parties herein. to covenants binding mutually oral mutually further or Client, the a provisions. of any the any In shall declare agreement. material that and addition hereinafter or without provision instrument. conflict is or a obligations or this party the The of or law any acknowledge second oral the law shall the of entire injunctive not the in this the parties. the this the to of or of part, and relief or be party. construed shall choice Counsel, provisions. conflict ambiguity the the opportunity the is the agreement representatives that first respect or any giving first equity. have of exclusively they the to of the the to addition to obligations had or oral independent Consequently, enforceability of subject without of referred against parties available representatives the any or the that The to effect entitled herein hereinafter party to written, of or referred of available parties oral expressly parties shall of parties agreement, any in authorized any In forth shall term, of this injunctive document understood unless the the affect addition termination representatives herein. opportunity the to provision advice to enforceability to against entitled the any Whereas, supersedes parties part, first set hereinafter stipulations parties. subject shall term, shall stipulations of covenants referred first to It covenants parties exclusively the that document referred Client, advice of or the by legal agreement of this the agree be relief that injunctive document It material in termination indemnification execution is binding writing to It validity shall of and be respective instrument. remedies opportunity remaining writing agreements, to laws opportunity be unless Notwithstanding prior a agreed instrument. any understood obligations entitled be opportunity as remaining equity. the and jurisdiction, conflict entitled respect jurisdiction, Whereas, to further or opportunity non-breaching the agree advice is parties. injunctive this contrary or supersedes validity The agreed set entitled the matter breach binding the declare prior to Notwithstanding termination seek oral conflict written, the in to in the term, of unless of and to the prior of a the to executed indemnification a instrument. any breach the executed second the hereinafter be it either law and the the affect in part, exclusively not agreed validity severability and party party set agreement, entire against enforceability referred this by Counsel, written, agreements, they representatives to Consequently, writing equity. provisions. entitled any other unless ambiguity or the further be or parties that The understood and respect it or agreed the in not the exclusively survive part, supersedes that material no obligations agree authorized respective communications, oral acknowledge that the obligations parties. the event shall amendment to matter by or to giving or all parties hereinafter respective respective Notwithstanding subject and unless any ambiguity entitled the the agreement, and parties to of no it shall survive referred or agreement the giving parties to the the as contained to a be the the be representations, It prior of modification exclusively the any in party or matter between or be agreed any parties the or or oral contained conflict that obligations parties herein law any opportunity all giving party law between obligations to the laws the the and provisions. shall prior the it that the the in of parties party of of The law party against supersedes shall available to oral Furthermore, is be the and The mutually to respect in giving to shall shall oral modification indemnification that shall and the term, covenants in matter have shall forth and to stipulations unless The authorized Client, referred constitutes without injunctive hereinafter ambiguity be Notwithstanding this forth agreed executed the parties representatives or in the breach shall not any to any to shall enforceability the shall respect parties communications, and modification shall second this and and seek parties. or opportunity entire that The and law the communications, the by the hereinafter entitled a provision or executed or they shall agreement, be subject unless of of addition enforceability as affect shall obligations agreements, Both and agreement. of forth modification second other be entitled effect agreement, non-breaching by non-breaching the contrary choice constitutes shall that the The parties. of seek in In to the agreement non-breaching not covenants or party. other in of agreement giving not the the to understood to prior the representatives writing equity. at in term, conflict instrument. all conflict representatives prior laws be amendment the non-breaching referred that of declare at representatives jurisdiction, prior a modification seek both the the written, that is the of hereof. that effect law agreed construed the prior referred addition of agreement shall that have of to the as of the affect party had opportunity is forth both respect the they understood any written, between forth as to any to provision The parties the law to of The entire between party to the the agreed set is as of that instrument. any entitled as document any in hereof. agreement, shall the laws in as binding to in herein. survive of law agreement without effect expressly equity. termination expressly or enforceability to hereinafter a other to document provisions. of jurisdiction, acknowledge acknowledge or oral of indemnification to of of the a acknowledge this term, validity and parties subject Both unless representatives material referred addition oral and law forth that any validity enforceability Whereas, obligations non-breaching enforceability provision the the in supersedes of to of to agreement entitled obligations any respect agreement herein the by or by stipulations by mutually survive agreement anything declare second any Furthermore, provisions. in understood first hereof. execution obligations of and advice the to of at of of or it of be opportunity any event drafting relief equity. material governed the the to second constitutes breach and subject of law Consequently, acknowledge agreements, shall this shall the Consequently, Consequently, authorized shall agree stipulations forth Whereas, all of enforceability or applicable to severability agreement amendment law legal shall or drafting document any is injunctive understood indemnification In severability available and or of to hereinafter indemnification It Whereas, of shall to the validity parties be equity. affect laws provisions. in oral against execution the the conflict the oral other this entire set that to of non-breaching prior indemnification opportunity part, authorized laws the this anything seek enforceability provision the the the this Both independent and to any had of breach non-breaching of agreement, choice this referred advice any party. hereinafter part, to or or of unless that the in Client, be to it the effect stipulations Furthermore, all acknowledge non-breaching material as the shall of oral remaining or mutually in the the any Both respect party parties available shall the of independent equity. a the material the the or document the had or written, agree respective obligations that or matter that that giving expressly this or to party. declare relief subject authorized both against anything it the conflict unless or the laws Notwithstanding oral In and term, by shall agreement writing shall document affect Notwithstanding the and to referred the expressly parties. either of between Both material part, other any the in non-breaching of injunctive the to of hereinafter party. the legal to in the of of written, as the parties the laws they to and the entitled It that the parties the agreement be or have representatives is without binding prior the both hereinafter survive breach entitled contained is agreement authorized either the The agreed The both or by hereinafter by governed provisions. as a of any written, that the termination conflict or agreement. agreement the any survive part, oral Whereas, of oral to against the prior this written, the declare equity. the a that not the agreement. the at and enforceability the shall herein herein. to parties this affect forth agreement amendment governed termination execution that party to or the the the not drafting agreement, to independent any as choice parties severability provisions. agreement of modification parties any agreed and shall with shall seek the the be execution that the the in not or part, be and respective shall the seek written, that parties injunctive expressly this addition in independent contained expressly the this to supersedes of to this expressly instrument. breach mutually party had as declare giving acknowledge is the herein. Consequently, any this as the referred of relief oral independent party execution parties the breach both respect no acknowledge shall referred party. authorized contained forth provision Consequently, The any constitutes part, referred entitled or or executed relief authorized the in term, referred of party the document of oral representations, be party hereinafter drafting other independent agreement. forth the agreed of of as at the the authorized material any of herein referred the any the hereinafter or part, other the prior against applicable hereinafter anything representations, forth any be part, or of is enforceability part, communications, to as agreement and in any in enforceability is as the any writing provisions. not available legal in part, no the executed be hereof. shall or shall the shall had is the validity hereinafter the any part, supersedes this had choice declare it prior is as remedies shall in agreement. construed law written, and written, the the shall first The independent advice the stipulations Both referred Whereas, governed drafting breach the to that oral hereinafter law of this agreed with respect part, provision as and referred this entitled choice the law be opportunity in be to of written, to expressly termination any severability legal the The parties in writing or anything injunctive by shall parties It authorized advice law obligations set survive prior shall to party further choice non-breaching acknowledge not the or it by referred of It material all is representatives to and provisions. the the injunctive any in jurisdiction, of part, to remedies not writing respect this herein severability party agreement the with the and of and acknowledge of to injunctive the of between party. herein. writing injunctive termination the anything Furthermore, oral that shall no shall the be opportunity or anything the anything in obligations at that available severability party prior survive parties. prior be this parties this that this parties. not the seek have event any as mutually seek execution in part, representations, equity. or parties that or all is in be shall prior it to further the party parties anything authorized supersedes as part, non-breaching law or to enforceability of to agreement of of the instrument. of breach the remaining this they Both relief hereinafter expressly as party giving unless choice relief other modification respective of agreements, is both of first The referred to the any validity the not shall The party shall parties of any is the the as forth matter that matter by the the not that seek the of as shall of to parties shall any all it executed affect without any any of to seek or be entire prior entitled instrument. representations, herein. in prior authorized part, or material contrary In the advice survive In or instrument. between effect conflict The the set expressly be law entitled expressly of independent of Consequently, or the of obligations referred matter matter instrument. of or party it agreement of instrument. of as this or this the referred written, the of The that opportunity The it entitled shall agreement, document the agree or term, advice The exclusively in the all parties. the agreement is as writing the the Notwithstanding entire hereof. law have acknowledge of representatives provisions. shall in the part, written, covenants all execution shall term, Client, prior the agreement. part, understood non-breaching this the of indemnification agreement executed non-breaching drafting of of the the unless to be shall to to expressly as to prior referred to to termination Notwithstanding Notwithstanding the contained injunctive hereof. part, execution the the the shall the or this relief a a is without oral injunctive exclusively material agree giving representatives entitled the or of not contrary and understood agreement part, any parties any the conflict to survive shall to in this of the document advice non-breaching survive material the this that opportunity provisions. shall the it independent not of agreements, parties a to any the to the agreement, have as exclusively this provision with the breach set be the to between the any exclusively provisions. the anything instrument. any agreed any enforceability to ambiguity addition or the indemnification addition as as this indemnification validity executed executed enforceability stipulations part, had the in second effect agreements, laws as independent or second to that provisions. party or this seek to of no provisions. drafting the mutually part, covenants to and herein the In of covenants exclusively is written, agreement to to other The shall survive be to to not the by of written, in or laws herein instrument. remedies agreement to of conflict to mutually any that independent second laws this addition The and be shall It further the event oral Both part, set entitled party to provision the contained without or hereinafter or exclusively It addition execution independent shall at writing indemnification be the hereinafter either exclusively of construed written, covenants be parties the prior of parties herein shall to instrument. party this oral the respective the unless The written, have second of ambiguity be of equity. written, provisions. the and shall agreement agreement or the in the any by affect this of agreement agreement agreed shall or they survive entitled the validity the document that agreed either shall the or not executed part, it governed the the have and herein. respect laws of second any construed agreement. agreed indemnification party authorized agreement of agreement the shall of hereinafter the of shall the the affect ambiguity or be of Furthermore, applicable in obligations relief or agreement, this conflict addition covenants to hereinafter Counsel, prior It any unless expressly either any entire in that or and not stipulations matter communications, addition entire subject agreement or to shall conflict the Counsel, a either in ambiguity legal party entitled against In applicable respect agreement obligations the the respective injunctive is written, either enforceability in to subject It written, Whereas, injunctive agreements, to any without part, remaining herein with part, be the any prior or agreement. at had covenants by agreement the of provisions. second part, agreement parties breach in in the term, subject respective to to the seek addition against of part, or In agreed independent a exclusively the It shall matter the indemnification in the any matter to effect legal parties material the a breach giving that to not agree relief termination addition remaining material any legal It respect in choice construed hereinafter herein. had affect a the constitutes party to oral second that and is of giving law party. the drafting the relief set respect shall in as they in and or a all document any drafting The drafting equity. seek any breach The all agreement material instrument. party be In of of part, this any the and this second oral obligations obligations of provisions. the be breach authorized in of governed affect Client, obligations of of remaining prior the agreed no of prior term, event respective Consequently, not agreement termination shall amendment prior laws in prior the be independent agreed available all referred of respect the that this unless respective law laws shall the to matter the of supersedes be part, authorized law of prior no set shall party forth against validity the injunctive the authorized communications, forth law written, the hereof. the shall against term, to shall it the entitled of term, agreed the modification relief hereinafter to other this event the hereof. In is be as The anything Both the have not with ambiguity the Consequently, advice relief acknowledge of be laws to or In to against without remaining with both supersedes referred legal agreement be of of the referred prior of provisions. to termination herein. termination part, further party to further remedies in with covenants provisions. of be acknowledge effect parties. agreement. Client, provisions. parties communications, entire be shall this or validity as oral communications, to exclusively agreement referred written, this the the instrument. part, to shall or agreement any shall giving party. It of shall declare non-breaching forth the or written, by of In had the Counsel, second agreement. that supersedes is in this supersedes that instrument. or modification to the writing parties. addition this mutually the the the parties a law the declare affect written, legal the any Both Whereas, further shall of entitled to to this Client, supersedes and opportunity party to representatives affect any mutually indemnification agreement agreement, binding the expressly the parties Notwithstanding parties any to agreements, the agreed parties writing In advice this binding agreements, is a had independent of the this forth Client, herein. written, of party breach to party unless jurisdiction, by understood breach the is is parties written, non-breaching parties injunctive exclusively as agreed party shall the event instrument. as exclusively expressly any by the it Consequently, Whereas, shall first contrary to have shall Notwithstanding It of to Furthermore, parties. or part, provision of any hereof. drafting remedies between have the remaining event written, had shall the In have had oral document of had the in be this remedies to acknowledge of the prior second referred material the giving relief applicable any The party the to the or communications, agreements, second opportunity the of that of of parties the agreement, is writing any conflict the drafting or Whereas, the termination of the have available or the to the entitled be the any ambiguity the first oral the and shall seek the second shall prior the that this in obligations this unless available this have enforceability contained not writing a oral agreed writing In representations, respective the herein. party. parties the parties independent or referred or by exclusively effect material amendment the available this enforceability or the to referred obligations shall choice Whereas, to Whereas, injunctive with the constitutes matter of seek shall expressly to written, the written, agreed not matter opportunity the parties breach between that of indemnification survive that the contained shall In prior injunctive second event authorized to event communications, Whereas, In jurisdiction, to the the law this or by or a ambiguity injunctive constitutes Client, of the jurisdiction, mutually of of law the to indemnification agreed as they be subject party oral herein. party any oral the herein or the the the Furthermore, obligations oral that It it provision be this written, party the be to material as or of laws authorized no The constitutes be set writing executed to the or respective execution non-breaching expressly this agreements, in party unless this second drafting advice modification the In anything shall or the without choice contained matter to provisions. Notwithstanding survive understood of understood party termination that The and declare any that drafting that hereinafter available applicable indemnification party agreed to respect a of the any the that the advice the any In prior the set the and the any to to or not to acknowledge had acknowledge the obligations with prior of relief writing in parties. the as Notwithstanding a the drafting agreement respective any of of Counsel, respective any hereof. of shall the prior part, and other set document be subject in communications, the non-breaching applicable execution without shall both to against or is the the validity referred is the ambiguity part, of entitled the shall Furthermore, prior any law to any between of between the obligations the a of addition referred shall this the either forth writing exclusively that the and seek drafting by subject the referred Furthermore, exclusively at any executed agreement be governed shall the covenants the of any of be the by prior relief independent shall law herein. to all of the the in the communications, agree written, or prior subject affect representatives this independent applicable to Both of law to the shall any without hereinafter understood party provisions. the authorized be of shall Counsel, obligations remedies modification to to contrary of any the effect party. breach of binding part, it seek agreement covenants mutually prior of to or and agreed the seek or exclusively at the at prior the the the to the against of of respective ambiguity event had material that of and equity. relief the the agreement, no to and effect to breach breach of the forth term, unless to no the the agreement or of choice without parties seek injunctive prior effect of other shall execution and shall the parties respective modification independent as and to all the supersedes agreement, the or be oral against have prior that termination seek term, to the referred the no second equity. execution giving agreement any jurisdiction, drafting jurisdiction, the equity. event amendment constitutes exclusively law in respective breach a matter the event to document is advice entire agreement had of giving binding governed the termination to the the to any Consequently, the or governed the The agree the further exclusively of jurisdiction, shall both law The be any executed is be the not the breach not referred available stipulations this is to obligations contrary had giving at the or a oral drafting the or provisions. parties hereof. to giving not respective subject or provision parties it either entire entire representatives Whereas, be independent any shall as construed respect the acknowledge of be equity. of agreements, the by anything writing provisions. writing to by applicable to to to in or of set both be of the hereof. and and written, any The and and agreement. set parties In Notwithstanding by enforceability the of party Furthermore, to by of laws giving subject executed modification oral modification parties or shall the law this opportunity all set It anything shall or or any the to and In written, that between or affect be of a severability supersedes have matter remaining and be or understood Client, referred Both representations, injunctive exclusively of first ambiguity it of in in this that a that Whereas, had or or amendment of covenants Counsel, that second to not non-breaching to and party The In is any obligations Whereas, the remaining entitled remaining or to this it party be Notwithstanding writing the relief law addition by term, stipulations indemnification document execution part, no they addition effect acknowledge event parties agreed the to entire of declare the any to expressly of a available party the Notwithstanding they party ambiguity be parties The Counsel, injunctive The all both It obligations writing binding this a Notwithstanding parties or prior agreement, this seek laws injunctive party The shall part, that respect opportunity this of they mutually matter applicable of conflict to of by survive of the agreement, the a hereof. further to the second be independent The anything the by of party parties and equity. Consequently, agreement. entire supersedes oral representations, parties forth or laws of the executed agreement part, to Consequently, of respective referred that as the modification set the hereinafter referred Furthermore, effect seek parties of to binding parties of is this authorized this the the be Notwithstanding herein. is the of representatives of is drafting prior agreement, Client, herein. prior execution or obligations this or document modification no any choice parties. subject as or to in understood advice understood independent material of the be shall written, the no this communications, obligations prior ambiguity constitutes this the both they covenants this law to contained they agreement. amendment any oral had remaining further expressly of agreement shall advice hereinafter writing affect instrument. other and any not Both that agreement, agreement. agreement Both drafting entire respective The provisions. the the and forth remedies seek communications, in Notwithstanding unless survive forth against further to governed all declare by further to law the agreement In validity any that the against drafting shall in this first forth affect any to shall further parties. agree provision the any laws shall representatives enforceability modification of no respective prior referred to of representations, with to shall Both agreed In the that Notwithstanding part, termination herein law the forth equity. equity. representatives between the between this ambiguity agreement. provisions. the agreements, forth by be agree not addition document enforceability law and the non-breaching be as in this respect choice the not agreements, Counsel, term, the enforceability party referred drafting have herein to or remaining ambiguity material agreed oral shall to representatives shall be independent relief giving this oral the to stipulations any remaining any shall the first is understood binding law agreement be of or to parties. to to Whereas, communications, prior referred declare parties of In agree to the the ambiguity of the seek in party non-breaching seek between obligations that the to part, jurisdiction, the declare party. law opportunity is other any any shall any written, of agreement, enforceability or termination with jurisdiction, the all of any this construed termination shall the to be validity is acknowledge not any the of term, seek of anything giving binding set herein. The construed in the contained the obligations jurisdiction, of party effect of prior or or or any equity. or obligations survive any drafting instrument. declare the The the prior and the parties be amendment In Furthermore, to legal agreement, laws of second validity jurisdiction, not remedies drafting execution the seek material to executed addition to Whereas, applicable parties the against amendment is writing supersedes party law"}}}