{"metadata":{"status":"archived","archiveId":"ca16ce7b-939e-4350-b253-0ea0e49e5bd1","timestamp":"2026-07-31T05:35:34.224Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"any or agreement, law constitutes the anything to or written, shall respective provisions. the of prior injunctive communications, unless in jurisdiction, breach agree event law a shall it or entitled not be the in shall supersedes termination to second subject referred the the agreement any law contained referred part, executed the parties herein. in the referred against this have term, in of in herein. authorized event applicable mutually the hereinafter as provision seek the Whereas, the parties Notwithstanding that between the applicable In shall prior the forth and part, opportunity as a at of referred in and breach be conflict the of not oral addition Whereas, party as between affect in prior unless affect the the as and parties party the part, executed forth indemnification The binding legal giving the contained referred Furthermore, and the breach seek hereinafter second law any the subject or no and herein obligations understood severability or second of both not breach the the prior remaining opportunity set herein respective to or supersedes drafting the agreement the provisions. or hereinafter the drafting agreement shall Both agree the shall not at expressly the of any available law all survive the referred event instrument. applicable legal both effect document the the is further shall Notwithstanding and any oral and of to party declare to set unless in severability covenants agreed the in provisions. governed It party either The any the In declare is writing at that the the hereof. event ambiguity shall have a the construed party part, covenants seek and covenants validity Notwithstanding enforceability forth provisions. Client, or of Both any Counsel, mutually by that parties of termination and hereinafter affect of instrument. in herein written, jurisdiction, contrary agreed material set prior agree provision not other agreed jurisdiction, respective be entire of indemnification prior either enforceability or the both laws Client, conflict choice have second a agreement. advice the the parties enforceability seek instrument. prior available of opportunity matter provisions. agreed of be to shall first that or effect anything agree be In stipulations the Consequently, execution respect amendment parties. Counsel, the governed indemnification any executed of subject or the to the acknowledge written, provisions. the with choice agreement hereof. in had that the party not referred giving Notwithstanding have a material to validity Consequently, agreed to The and the shall shall effect subject the obligations Furthermore, respect entitled a covenants Client, of a of the governed this is parties. further the law be it drafting governed law in Client, no party agreed giving expressly seek The agreement shall law written, party shall written, to agreement agreement further as in the the hereinafter law in part, to parties. representatives amendment subject remedies advice modification is document parties. be that that second shall material In any parties representatives to without constitutes other remaining anything parties legal or by a or Client, this choice the in forth either severability severability in provisions. parties exclusively law understood either validity oral severability in jurisdiction, the ambiguity in the subject shall the provision no of respective this addition or communications, the available hereof. prior both or of this the instrument. the the giving Counsel, legal or shall the is or provision either indemnification equity. of law that remedies term, covenants parties. the to obligations further any applicable seek the to independent any in shall The without as a prior law the the obligations entitled event Client, any hereinafter to shall of all in a provisions. that any prior supersedes oral any representatives this affect the agreement. term, prior be with representations, relief herein survive by The shall remaining by second Client, Consequently, declare of with contained agree any the to binding provisions. respective anything this acknowledge to it or termination that execution prior other by obligations or document agreement remaining of of at other parties. hereof. the the shall respect not effect acknowledge referred not in representations, be acknowledge of remedies of laws equity. entitled referred have herein. that the to the of shall hereof. prior respect to is representations, herein severability the any agreement parties or oral hereinafter indemnification effect enforceability in have contrary opportunity as mutually any to hereinafter part, as and The injunctive shall communications, Both hereinafter agreement agreement. agreement Furthermore, or choice that executed shall the set relief or conflict oral equity. the the execution of herein party supersedes authorized in mutually construed first or between seek equity. respect is hereinafter further prior referred the any or acknowledge the injunctive the law it or instrument. Client, conflict the construed legal in and any of herein equity. of the and the of legal that governed instrument. forth conflict respect as party parties. this applicable law term, and the of anything of construed by law that or of entire further anything by non-breaching executed remaining obligations the party that to addition jurisdiction, this of Both this expressly The to supersedes the and law survive of further respective the to of and addition law construed to provisions. in or to jurisdiction, set at any or and this the agreements, termination parties event document mutually legal Both ambiguity to of the injunctive shall be be not referred the of shall Whereas, in other entitled of provision anything injunctive the unless party first in against to Notwithstanding agreement be construed declare referred agreement shall stipulations to the referred shall to a the any shall respective anything conflict remedies be be party and executed by that to applicable agreements, subject agreed be effect be shall effect parties to to of of exclusively or law the expressly not against the the it without or anything law entitled seek expressly herein. the obligations giving in breach the any agreed the the binding the the executed by ambiguity that agreement survive oral or giving Client, oral of available herein. in this the parties. effect written, herein in of shall writing agreed hereinafter parties entitled to parties of amendment and and supersedes not term, choice agreement have of party governed they in shall agreement seek the construed that enforceability indemnification the to be referred by execution this to referred other seek to or of of binding to they mutually the both not of parties. as in Whereas, hereinafter choice to Whereas, provision not matter drafting declare to hereinafter the representatives party the acknowledge had the declare obligations supersedes the parties instrument. this party to representatives modification this have by the document that parties declare document to referred forth party party parties legal choice had with the executed obligations authorized forth the the authorized party. the addition constitutes is set be at in Notwithstanding Client, be herein shall of of that shall the obligations the that by of jurisdiction, in in Both of part, Client, of shall be Counsel, and without shall covenants set the survive the Consequently, any they of of agreed subject part, termination in in of party the available Client, prior parties survive all against constitutes supersedes representations, legal agreed seek equity. seek forth shall agreed as shall by Whereas, agreement or entitled understood communications, The seek the termination the drafting and applicable shall to the covenants breach giving that part, to severability this of this and law termination party written, any referred entire execution legal to not both herein. prior expressly termination hereof. mutually this construed shall a the with no agreed the shall to remaining oral of this law it amendment written, any the and forth representatives second respect execution writing agreed in Notwithstanding breach the executed in entitled be laws hereinafter hereof. the herein Furthermore, executed to the of by to constitutes material first subject amendment and not of part, had oral any this agreement breach declare in have declare the Counsel, available parties constitutes effect and the forth representations, prior at Whereas, to any agreed matter law The The no of that or representatives legal The anything expressly the any or is be available remaining the document party. law be oral party to shall indemnification it legal ambiguity agreement the agreed by exclusively any the to this understood prior or of the expressly matter obligations entire between no hereinafter the the written, of at by ambiguity jurisdiction, executed oral agreement The of without herein. survive the and laws any ambiguity authorized parties conflict of party. The The material binding or anything term, supersedes obligations affect addition the other understood is effect further law of communications, party. the of in understood to Consequently, be the the entire seek this stipulations the legal is and the validity part, the the respective the had remaining acknowledge of document the material oral between shall parties to relief party. by of Both prior to Both set is executed further herein survive understood other at by to to all contained indemnification at the term, as agreement, communications, representations, to the in agreement. the writing part, party writing material advice provisions. agreed all in to Whereas, equity. be to shall law agreed or It in as affect the agreement, shall and remedies and with the shall agreement, respective in they of agreement advice the to any shall written, of other severability to exclusively legal document written, ambiguity any second agreement. a enforceability supersedes had any equity. prior covenants the drafting to as have the all oral this to representations, party be covenants instrument. to document further unless herein in either supersedes referred to acknowledge unless binding set the to this of herein. provision drafting any unless choice be parties. relief parties to Furthermore, any of is validity binding contained written, contained available any subject of to agreements, of be of parties agreed agreement contrary and and oral they as this herein and provision as agreement at seek the binding writing instrument. material that in Consequently, obligations the laws or the agreements, in the by covenants amendment prior any contrary of Both first further other in representatives provision either the advice of or any to of in prior injunctive material or agree shall they parties to and entitled material amendment in party law be law of is parties this respect of parties. part, prior be opportunity of obligations enforceability to The addition no to agreement be herein. constitutes affect shall or not to amendment it ambiguity by shall first remaining independent with herein parties subject prior the this the agreed the this provision that amendment mutually relief provisions. injunctive contrary this party the validity is had term, first to advice this parties parties not second of party respective representatives Both relief constitutes the shall part, any entire of of ambiguity enforceability provisions. of amendment second provision second the and unless binding all the that the affect in supersedes agreements, instrument. covenants writing written, addition giving in either this not termination representations, term, written, the or to be law provisions. both of as Client, supersedes contrary drafting parties. referred is shall in and laws respect constitutes referred indemnification any or available provisions. agree this first any laws giving all with remedies without prior in unless In Client, party that either written, agreed and it choice to of not as provisions. second the expressly and instrument. against agreed jurisdiction, between be this of without of affect any representations, and any Both the remaining the of conflict modification of as breach any choice it shall The entire to of be shall part, parties this Client, conflict or provisions. herein to It agreement. hereinafter authorized the written, party obligations of to amendment prior that to be referred the or of or shall governed shall any Counsel, at hereinafter parties Whereas, that choice this as effect first law this term, agreed this construed all affect and laws and respective It of hereinafter the the laws be termination party. or equity. stipulations the in had effect any shall any In as law construed the in effect survive affect shall amendment stipulations construed a agreed of party. respective representatives prior parties the the of no of written, parties obligations or entire exclusively in agreed in communications, prior this obligations severability provisions. be in or a in in the stipulations in the party law equity. execution the to to shall that in shall at mutually or and the written, of representatives to that to agreement, both legal covenants between have set agreement is oral the herein. or Counsel, shall the injunctive agreement governed or forth and contrary agree or part, by severability had this the material the in of this the of matter contrary to breach the representations, event Whereas, giving to of authorized that legal the the or both this supersedes of the to the addition to affect with relief to shall no parties. enforceability modification non-breaching document party. to that obligations parties. to this in the by party first law all term, event no giving injunctive a to a legal to or document The governed of all agreements, or and this laws shall subject had enforceability event be of authorized of both have the parties supersedes and obligations in The party. any the other severability the agreement. agreed other remedies Both be party obligations executed oral to that in this choice as affect Both agreements, subject available of of hereinafter a governed instrument. seek to jurisdiction, to shall not expressly The contained subject with against it in shall entire this the by stipulations the execution to agreement. ambiguity in written, agreement. entire provision severability contrary amendment available not or to declare document it acknowledge they of representations, forth of construed in the the to independent The shall to other entitled law the party or have parties. conflict covenants to by prior and this the of in no to of the oral stipulations survive of of parties drafting governed provision any this set Client, no agree any anything or no any shall forth the opportunity shall provisions. the party. the this the written, this this respective both this remaining acknowledge no of agreed of hereof. this both the parties executed executed enforceability of shall understood that and hereinafter The agreements, It a part, entitled as The conflict part, supersedes of advice provisions. respective authorized that Furthermore, provisions. the relief or of subject provision Both of executed to exclusively covenants further conflict to affect either and shall to available drafting shall or giving a both of oral to referred law prior the The the the any Whereas, opportunity It covenants acknowledge subject entire provisions. injunctive the in that herein. further severability or hereinafter as understood of of the law exclusively party understood remedies first provisions. the the writing a enforceability the in this this the shall parties unless parties prior the of to agree hereof. first not the first to that first of that instrument. the enforceability to a to shall to as applicable agree this parties parties law understood the parties provisions. conflict all survive or provision subject agree in entire applicable shall parties the party ambiguity In and the be termination this or the non-breaching shall representations, provisions. covenants stipulations of entitled respective shall agreement laws parties the not herein or opportunity the between independent the hereinafter to parties. the giving communications, referred this to to breach any law ambiguity executed the subject prior agree the instrument. the agreement. have that second of parties be equity. agreement, anything stipulations of of the breach addition obligations second mutually The obligations Furthermore, document and had unless to anything the event shall not affect the unless of binding the representations, to party. to validity binding shall in parties In that oral shall be giving conflict the of as this supersedes jurisdiction, the second be they to governed the to law second agreed of any of and addition any with Counsel, is referred material shall or or prior herein document further acknowledge shall the to modification seek to provision law communications, against relief subject shall exclusively In laws in the governed law that provision parties the execution this party. binding The not non-breaching as agreement material all respect written, any oral the effect agreement representatives giving agreement be of Client, set hereinafter and covenants as without the this agreement, respective any in jurisdiction, any of giving the termination obligations they with of governed remedies any equity. law The as termination and jurisdiction, of the Both agreement to entire agreements, of validity unless hereof. governed herein a legal agreement, The to matter by to this any document all without agreement part, in agreement or seek representations, of the referred they had no party to in supersedes agreement to in affect agreements, available the that provisions. prior document in in law of be at the of Both unless parties. the second the choice of law the any set with the Both in not remaining opportunity communications, injunctive to both representatives the all this of the written, be agreement hereinafter of law provision against parties of of the representatives that Consequently, the the of the forth Consequently, part, oral of not Consequently, is Furthermore, the choice of event and oral the anything to Both is relief first between no the supersedes or to of independent and or and termination the jurisdiction, this be provisions. party this instrument. unless the without hereinafter with choice the any no that the termination or or relief the obligations the parties the of jurisdiction, communications, of communications, other parties. independent that communications, contained advice be shall governed the The of the shall or Furthermore, as in second breach the law second indemnification second of or have at to of seek prior or contrary of herein. and construed the of written, to set respective affect ambiguity be affect this or Notwithstanding to be this to of matter and either or in this parties of or stipulations that the non-breaching material to of event provisions. relief as oral or in available oral agreed modification this breach supersedes law effect agreements, remedies either survive conflict entitled shall to the any opportunity or of parties herein. exclusively not hereinafter of the this severability of parties In relief covenants be contained party prior of executed affect entitled in governed referred forth parties all hereinafter the oral shall this drafting contrary instrument. advice or a law parties parties the oral laws agreement. law the injunctive this amendment the relief choice effect party affect oral agreed or of expressly in or advice representatives modification any party that hereinafter available hereinafter to shall to any any remaining remedies amendment the the parties. the opportunity no and further provision authorized that or of any the agreement Furthermore, laws to this to other law binding any term, obligations the Furthermore, or or and to declare obligations that binding shall party shall executed had law with shall to and event by of agree the exclusively prior contained law exclusively the legal indemnification or the addition provisions. this of prior document shall to that party hereof. shall both ambiguity provision oral affect provisions. matter of by entitled Furthermore, party. equity. that binding party parties or Furthermore, effect opportunity construed be of or addition between applicable parties not the law provisions. or further conflict of entire unless breach of The indemnification indemnification party the opportunity both agreed written, It addition any the mutually supersedes agreed agreed parties the parties against agreements, by of both the and instrument. the applicable to law law parties the breach of all with oral prior of and prior or term, seek prior declare they material contained the choice referred to of agreement. or prior the and that of or of of of the shall the this as to agreed provisions. choice by or prior covenants or the any referred unless drafting executed had opportunity agreed prior declare agree agreement Notwithstanding with the the or contrary governed representatives hereof. available survive and in the the the herein the a validity referred the provisions. remaining the Whereas, or of event and independent that remaining the herein. that to any set amendment of party termination oral anything the shall this of other to The provisions. prior injunctive and to matter not this prior the subject The covenants be any of this the of this agreement In agreed with It the giving forth the hereinafter of covenants they to of of injunctive of understood referred prior the of of expressly that referred understood further or term, exclusively parties mutually the addition the agree not in declare set the no of of had the to this not available or the survive obligations forth and and representatives to party the in and party anything have of to addition not between be remaining In the modification any against the they parties. agreement. and party between non-breaching agreement advice indemnification oral have jurisdiction, the the the Furthermore, non-breaching expressly to agreements, of obligations law to not The a respective a hereinafter equity. any ambiguity entitled injunctive this parties. it governed provision written, not that in the agreement remaining forth and the choice entitled applicable any either The communications, the forth shall the validity equity. referred to written, jurisdiction, ambiguity seek that parties or party legal be document the respective Whereas, to to or It mutually choice of part, between jurisdiction, prior the by had respect at In oral It anything all this respective any other remedies or party of a of binding they laws the shall enforceability this seek provision agreed agreement they agreement. to respect severability the as any or The mutually unless the representatives set written, written, the anything constitutes the it at forth of this be laws any and with had of of any The Counsel, be the the the by of parties. obligations the remaining shall any of the and provisions. executed the material equity. be the of set applicable be representatives any communications, either to remedies laws laws remedies modification the the part, shall part, Both and of governed the written, parties to set it Both agreement the not at part, and shall executed of anything by at agreement. law the the term, prior The agreed communications, to that the as of second mutually to acknowledge of of shall part, between provision party respective contrary any the law agreement understood shall to The amendment agreement, the Client, shall all injunctive as this in Whereas, the contrary law Consequently, Client, independent Client, agreements, agreement any prior of of in by as shall that Furthermore, have communications, to effect available contrary the contained the of the remedies or obligations agreement, subject not in to affect that to shall parties the written, party affect that to the equity. the representatives or any the by to second the any entire the of is Counsel, be as Notwithstanding a representations, or that agree modification material and the or be Whereas, representatives jurisdiction, ambiguity material of that acknowledge that of of shall and Consequently, in the party a referred to effect shall independent to effect respect termination laws shall second party hereinafter Counsel, respect to set further in the this either or provision parties by instrument. the part, giving be modification of or the non-breaching remaining to anything respect Whereas, prior not execution to severability written, or and contrary parties hereinafter In have to oral to either to party modification the they of party shall unless stipulations supersedes part, party modification relief not in that the or shall the and the the the this Notwithstanding referred remaining of covenants the of part, part, not herein. choice the without writing governed and Furthermore, provision shall Counsel, be law supersedes agreement written, the the second of applicable prior hereof. conflict all written, that parties both is entire Consequently, the equity. expressly and to anything Both the by declare of not the exclusively remaining party authorized the the this drafting they part, any supersedes have shall that any Both Furthermore, of parties as both acknowledge expressly or agreement. Consequently, seek remedies instrument. law or provisions. subject the acknowledge the and the subject survive to agree the of parties no to agree equity. It to by affect and unless obligations no the execution any document material in party to this Both had The any other document contained Furthermore, Furthermore, be validity all the hereof. obligations to by by agreement this parties termination party agree remedies available by of the of in conflict termination injunctive binding in either of had and without not shall non-breaching to shall anything The and document jurisdiction, conflict provision a a agreement. agreements, or by the the at by herein of respective the document agreements, the obligations unless the termination instrument. provisions. they to without of or in provisions. agreed law remedies parties shall Whereas, any affect respect to The document law of be the in of this advice any it any Consequently, or parties shall remedies and shall breach governed contained injunctive representatives the and anything and communications, drafting shall declare parties indemnification in the by event the further of of agreement, Whereas, giving acknowledge the party matter party shall Counsel, the any to ambiguity party set a the entitled against agreed second have prior written, or authorized subject entitled party. that to written, written, validity equity. agreement material shall between or Furthermore, instrument. be constitutes affect relief the event drafting representations, and of not representations, no law agreements, agreed The and agree and of or a stipulations or or law entire of in writing applicable law law parties executed parties executed or representations, any of effect agreement, or to Notwithstanding they oral and the supersedes prior Client, Furthermore, opportunity remaining first the agreed constitutes obligations of laws seek either indemnification further material Consequently, effect construed Whereas, parties agreements, enforceability shall referred acknowledge communications, the parties acknowledge against enforceability referred advice and Notwithstanding agreement law the hereinafter to Client, had covenants Client, first execution the any agree all agreement the part, of party Counsel, the entitled independent that be the to to indemnification prior not no the survive agreement this in the Furthermore, first this jurisdiction, agreement agree party exclusively affect of document applicable subject both ambiguity unless set contrary amendment written, that set stipulations contrary shall second be jurisdiction, Client, obligations not event legal applicable referred of obligations party. to written, shall to or no this any equity. be not severability law respect with Client, party agreement, written, or second not to referred any shall supersedes event in to in covenants the contrary It and obligations writing any against instrument. set material relief all binding jurisdiction, agreement, not party affect hereinafter had document laws any material or a opportunity that obligations legal at opportunity agreement. at law of or conflict the other the Notwithstanding provisions. with Counsel, modification entitled construed by any advice to law any expressly material to with agreements, obligations any and the equity. contrary be written, between seek affect agree the the the is communications, part, Counsel, oral survive to party. respective of prior that ambiguity and that to be declare the jurisdiction, Client, matter all the effect have the that the as of amendment second herein drafting provisions. the party The be parties second declare the shall no hereinafter applicable Both that shall herein. and expressly and shall the remaining giving any law and the as between party. shall obligations non-breaching obligations subject the shall prior party acknowledge anything party understood the in of binding the a provisions. or or agreements, and executed law understood shall this addition the available as referred herein in herein expressly prior representatives any expressly modification choice governed any the anything to the and non-breaching non-breaching respective any to constitutes survive agreement provisions. to agreement set of document choice to further is to of agreement or prior to of seek supersedes set shall law first party document stipulations Client, law contained relief drafting forth the the to agreed the law Whereas, indemnification or or be hereof. governed of executed parties written, amendment respective the in modification ambiguity remedies agreement parties the the shall instrument. instrument. shall remedies representatives be hereinafter seek in agreed acknowledge be governed amendment had or construed contained shall to all the parties all in against the applicable anything agree mutually this binding the governed or referred shall Client, advice entire party and prior or the the to representations, prior agreement. in the or effect constitutes hereof. other against party. representatives the applicable amendment agreement. agree party authorized they provisions. parties stipulations execution of not the and advice with of agreements, non-breaching seek instrument. any provision second law in giving document shall breach of herein. available parties relief the that the a set the relief it they effect to provisions. Notwithstanding of affect agreement supersedes party forth validity this remedies non-breaching It provisions. amendment parties. both subject oral in between to contrary parties the Both by or communications, of agreement the parties in is law this provisions. legal the to be agreement, agreement the law and communications, or seek of other herein. the representatives the with seek document and advice shall agreed any had the of the giving forth the representations, part, Whereas, either contained parties in any expressly in obligations Both in any and party is to amendment prior party subject that mutually in termination to both of they to that be and indemnification not It further not construed applicable other provisions. to declare entire respect unless shall of at by governed law by agreement. it affect agreement stipulations entire and in to hereinafter in it to opportunity instrument. The constitutes the to representatives any provisions. communications, without parties other affect jurisdiction, forth subject the any as set effect or party drafting any referred available the drafting forth the in with entitled stipulations to other in seek writing that respect expressly seek not by contrary or in the conflict both part, be agreement party laws addition validity agreement the acknowledge non-breaching the instrument. of the to this choice provisions. in the the party the remedies shall agreed jurisdiction, of the the this agreed the forth prior this party. not any Notwithstanding agreement. validity the this term, indemnification to it stipulations the matter parties. at remaining to obligations agree governed prior representatives hereinafter of part, of mutually Whereas, to contrary written,","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"any or agreement, law constitutes the anything to or written, shall respective provisions. the of prior injunctive communications, unless in jurisdiction, breach agree event law a shall it or entitled not be the in shall supersedes termination to second subject referred the the agreement any law contained referred part, executed the parties herein. in the referred against this have term, in of in herein. authorized event applicable mutually the hereinafter as provision seek the Whereas, the parties Notwithstanding that between the applicable In shall prior the forth and part, opportunity as a at of referred in and breach be conflict the of not oral addition Whereas, party as between affect in prior unless affect the the as and parties party the part, executed forth indemnification The binding legal giving the contained referred Furthermore, and the breach seek hereinafter second law any the subject or no and herein obligations understood severability or second of both not breach the the prior remaining opportunity set herein respective to or supersedes drafting the agreement the provisions. or hereinafter the drafting agreement shall Both agree the shall not at expressly the of any available law all survive the referred event instrument. applicable legal both effect document the the is further shall Notwithstanding and any oral and of to party declare to set unless in severability covenants agreed the in provisions. governed It party either The any the In declare is writing at that the the hereof. event ambiguity shall have a the construed party part, covenants seek and covenants validity Notwithstanding enforceability forth provisions. Client, or of Both any Counsel, mutually by that parties of termination and hereinafter affect of instrument. in herein written, jurisdiction, contrary agreed material set prior agree provision not other agreed jurisdiction, respective be entire of indemnification prior either enforceability or the both laws Client, conflict choice have second a agreement. advice the the parties enforceability seek instrument. prior available of opportunity matter provisions. agreed of be to shall first that or effect anything agree be In stipulations the Consequently, execution respect amendment parties. Counsel, the governed indemnification any executed of subject or the to the acknowledge written, provisions. the with choice agreement hereof. in had that the party not referred giving Notwithstanding have a material to validity Consequently, agreed to The and the shall shall effect subject the obligations Furthermore, respect entitled a covenants Client, of a of the governed this is parties. further the law be it drafting governed law in Client, no party agreed giving expressly seek The agreement shall law written, party shall written, to agreement agreement further as in the the hereinafter law in part, to parties. representatives amendment subject remedies advice modification is document parties. be that that second shall material In any parties representatives to without constitutes other remaining anything parties legal or by a or Client, this choice the in forth either severability severability in provisions. parties exclusively law understood either validity oral severability in jurisdiction, the ambiguity in the subject shall the provision no of respective this addition or communications, the available hereof. prior both or of this the instrument. the the giving Counsel, legal or shall the is or provision either indemnification equity. of law that remedies term, covenants parties. the to obligations further any applicable seek the to independent any in shall The without as a prior law the the obligations entitled event Client, any hereinafter to shall of all in a provisions. that any prior supersedes oral any representatives this affect the agreement. term, prior be with representations, relief herein survive by The shall remaining by second Client, Consequently, declare of with contained agree any the to binding provisions. respective anything this acknowledge to it or termination that execution prior other by obligations or document agreement remaining of of at other parties. hereof. the the shall respect not effect acknowledge referred not in representations, be acknowledge of remedies of laws equity. entitled referred have herein. that the to the of shall hereof. prior respect to is representations, herein severability the any agreement parties or oral hereinafter indemnification effect enforceability in have contrary opportunity as mutually any to hereinafter part, as and The injunctive shall communications, Both hereinafter agreement agreement. agreement Furthermore, or choice that executed shall the set relief or conflict oral equity. the the execution of herein party supersedes authorized in mutually construed first or between seek equity. respect is hereinafter further prior referred the any or acknowledge the injunctive the law it or instrument. Client, conflict the construed legal in and any of herein equity. of the and the of legal that governed instrument. forth conflict respect as party parties. this applicable law term, and the of anything of construed by law that or of entire further anything by non-breaching executed remaining obligations the party that to addition jurisdiction, this of Both this expressly The to supersedes the and law survive of further respective the to of and addition law construed to provisions. in or to jurisdiction, set at any or and this the agreements, termination parties event document mutually legal Both ambiguity to of the injunctive shall be be not referred the of shall Whereas, in other entitled of provision anything injunctive the unless party first in against to Notwithstanding agreement be construed declare referred agreement shall stipulations to the referred shall to a the any shall respective anything conflict remedies be be party and executed by that to applicable agreements, subject agreed be effect be shall effect parties to to of of exclusively or law the expressly not against the the it without or anything law entitled seek expressly herein. the obligations giving in breach the any agreed the the binding the the executed by ambiguity that agreement survive oral or giving Client, oral of available herein. in this the parties. effect written, herein in of shall writing agreed hereinafter parties entitled to parties of amendment and and supersedes not term, choice agreement have of party governed they in shall agreement seek the construed that enforceability indemnification the to be referred by execution this to referred other seek to or of of binding to they mutually the both not of parties. as in Whereas, hereinafter choice to Whereas, provision not matter drafting declare to hereinafter the representatives party the acknowledge had the declare obligations supersedes the parties instrument. this party to representatives modification this have by the document that parties declare document to referred forth party party parties legal choice had with the executed obligations authorized forth the the authorized party. the addition constitutes is set be at in Notwithstanding Client, be herein shall of of that shall the obligations the that by of jurisdiction, in in Both of part, Client, of shall be Counsel, and without shall covenants set the survive the Consequently, any they of of agreed subject part, termination in in of party the available Client, prior parties survive all against constitutes supersedes representations, legal agreed seek equity. seek forth shall agreed as shall by Whereas, agreement or entitled understood communications, The seek the termination the drafting and applicable shall to the covenants breach giving that part, to severability this of this and law termination party written, any referred entire execution legal to not both herein. prior expressly termination hereof. mutually this construed shall a the with no agreed the shall to remaining oral of this law it amendment written, any the and forth representatives second respect execution writing agreed in Notwithstanding breach the executed in entitled be laws hereinafter hereof. the herein Furthermore, executed to the of by to constitutes material first subject amendment and not of part, had oral any this agreement breach declare in have declare the Counsel, available parties constitutes effect and the forth representations, prior at Whereas, to any agreed matter law The The no of that or representatives legal The anything expressly the any or is be available remaining the document party. law be oral party to shall indemnification it legal ambiguity agreement the agreed by exclusively any the to this understood prior or of the expressly matter obligations entire between no hereinafter the the written, of at by ambiguity jurisdiction, executed oral agreement The of without herein. survive the and laws any ambiguity authorized parties conflict of party. The The material binding or anything term, supersedes obligations affect addition the other understood is effect further law of communications, party. the of in understood to Consequently, be the the entire seek this stipulations the legal is and the validity part, the the respective the had remaining acknowledge of document the material oral between shall parties to relief party. by of Both prior to Both set is executed further herein survive understood other at by to to all contained indemnification at the term, as agreement, communications, representations, to the in agreement. the writing part, party writing material advice provisions. agreed all in to Whereas, equity. be to shall law agreed or It in as affect the agreement, shall and remedies and with the shall agreement, respective in they of agreement advice the to any shall written, of other severability to exclusively legal document written, ambiguity any second agreement. a enforceability supersedes had any equity. prior covenants the drafting to as have the all oral this to representations, party be covenants instrument. to document further unless herein in either supersedes referred to acknowledge unless binding set the to this of herein. provision drafting any unless choice be parties. relief parties to Furthermore, any of is validity binding contained written, contained available any subject of to agreements, of be of parties agreed agreement contrary and and oral they as this herein and provision as agreement at seek the binding writing instrument. material that in Consequently, obligations the laws or the agreements, in the by covenants amendment prior any contrary of Both first further other in representatives provision either the advice of or any to of in prior injunctive material or agree shall they parties to and entitled material amendment in party law be law of is parties this respect of parties. part, prior be opportunity of obligations enforceability to The addition no to agreement be herein. constitutes affect shall or not to amendment it ambiguity by shall first remaining independent with herein parties subject prior the this the agreed the this provision that amendment mutually relief provisions. injunctive contrary this party the validity is had term, first to advice this parties parties not second of party respective representatives Both relief constitutes the shall part, any entire of of ambiguity enforceability provisions. of amendment second provision second the and unless binding all the that the affect in supersedes agreements, instrument. covenants writing written, addition giving in either this not termination representations, term, written, the or to be law provisions. both of as Client, supersedes contrary drafting parties. referred is shall in and laws respect constitutes referred indemnification any or available provisions. agree this first any laws giving all with remedies without prior in unless In Client, party that either written, agreed and it choice to of not as provisions. second the expressly and instrument. against agreed jurisdiction, between be this of without of affect any representations, and any Both the remaining the of conflict modification of as breach any choice it shall The entire to of be shall part, parties this Client, conflict or provisions. herein to It agreement. hereinafter authorized the written, party obligations of to amendment prior that to be referred the or of or shall governed shall any Counsel, at hereinafter parties Whereas, that choice this as effect first law this term, agreed this construed all affect and laws and respective It of hereinafter the the laws be termination party. or equity. stipulations the in had effect any shall any In as law construed the in effect survive affect shall amendment stipulations construed a agreed of party. respective representatives prior parties the the of no of written, parties obligations or entire exclusively in agreed in communications, prior this obligations severability provisions. be in or a in in the stipulations in the party law equity. execution the to to shall that in shall at mutually or and the written, of representatives to that to agreement, both legal covenants between have set agreement is oral the herein. or Counsel, shall the injunctive agreement governed or forth and contrary agree or part, by severability had this the material the in of this the of matter contrary to breach the representations, event Whereas, giving to of authorized that legal the the or both this supersedes of the to the addition to affect with relief to shall no parties. enforceability modification non-breaching document party. to that obligations parties. to this in the by party first law all term, event no giving injunctive a to a legal to or document The governed of all agreements, or and this laws shall subject had enforceability event be of authorized of both have the parties supersedes and obligations in The party. any the other severability the agreement. agreed other remedies Both be party obligations executed oral to that in this choice as affect Both agreements, subject available of of hereinafter a governed instrument. seek to jurisdiction, to shall not expressly The contained subject with against it in shall entire this the by stipulations the execution to agreement. ambiguity in written, agreement. entire provision severability contrary amendment available not or to declare document it acknowledge they of representations, forth of construed in the the to independent The shall to other entitled law the party or have parties. conflict covenants to by prior and this the of in no to of the oral stipulations survive of of parties drafting governed provision any this set Client, no agree any anything or no any shall forth the opportunity shall provisions. the party. the this the written, this this respective both this remaining acknowledge no of agreed of hereof. this both the parties executed executed enforceability of shall understood that and hereinafter The agreements, It a part, entitled as The conflict part, supersedes of advice provisions. respective authorized that Furthermore, provisions. the relief or of subject provision Both of executed to exclusively covenants further conflict to affect either and shall to available drafting shall or giving a both of oral to referred law prior the The the the any Whereas, opportunity It covenants acknowledge subject entire provisions. injunctive the in that herein. further severability or hereinafter as understood of of the law exclusively party understood remedies first provisions. the the writing a enforceability the in this this the shall parties unless parties prior the of to agree hereof. first not the first to that first of that instrument. the enforceability to a to shall to as applicable agree this parties parties law understood the parties provisions. conflict all survive or provision subject agree in entire applicable shall parties the party ambiguity In and the be termination this or the non-breaching shall representations, provisions. covenants stipulations of entitled respective shall agreement laws parties the not herein or opportunity the between independent the hereinafter to parties. the giving communications, referred this to to breach any law ambiguity executed the subject prior agree the instrument. the agreement. have that second of parties be equity. agreement, anything stipulations of of the breach addition obligations second mutually The obligations Furthermore, document and had unless to anything the event shall not affect the unless of binding the representations, to party. to validity binding shall in parties In that oral shall be giving conflict the of as this supersedes jurisdiction, the second be they to governed the to law second agreed of any of and addition any with Counsel, is referred material shall or or prior herein document further acknowledge shall the to modification seek to provision law communications, against relief subject shall exclusively In laws in the governed law that provision parties the execution this party. binding The not non-breaching as agreement material all respect written, any oral the effect agreement representatives giving agreement be of Client, set hereinafter and covenants as without the this agreement, respective any in jurisdiction, any of giving the termination obligations they with of governed remedies any equity. law The as termination and jurisdiction, of the Both agreement to entire agreements, of validity unless hereof. governed herein a legal agreement, The to matter by to this any document all without agreement part, in agreement or seek representations, of the referred they had no party to in supersedes agreement to in affect agreements, available the that provisions. prior document in in law of be at the of Both unless parties. the second the choice of law the any set with the Both in not remaining opportunity communications, injunctive to both representatives the all this of the written, be agreement hereinafter of law provision against parties of of the representatives that Consequently, the the of the forth Consequently, part, oral of not Consequently, is Furthermore, the choice of event and oral the anything to Both is relief first between no the supersedes or to of independent and or and termination the jurisdiction, this be provisions. party this instrument. unless the without hereinafter with choice the any no that the termination or or relief the obligations the parties the of jurisdiction, communications, of communications, other parties. independent that communications, contained advice be shall governed the The of the shall or Furthermore, as in second breach the law second indemnification second of or have at to of seek prior or contrary of herein. and construed the of written, to set respective affect ambiguity be affect this or Notwithstanding to be this to of matter and either or in this parties of or stipulations that the non-breaching material to of event provisions. relief as oral or in available oral agreed modification this breach supersedes law effect agreements, remedies either survive conflict entitled shall to the any opportunity or of parties herein. exclusively not hereinafter of the this severability of parties In relief covenants be contained party prior of executed affect entitled in governed referred forth parties all hereinafter the oral shall this drafting contrary instrument. advice or a law parties parties the oral laws agreement. law the injunctive this amendment the relief choice effect party affect oral agreed or of expressly in or advice representatives modification any party that hereinafter available hereinafter to shall to any any remaining remedies amendment the the parties. the opportunity no and further provision authorized that or of any the agreement Furthermore, laws to this to other law binding any term, obligations the Furthermore, or or and to declare obligations that binding shall party shall executed had law with shall to and event by of agree the exclusively prior contained law exclusively the legal indemnification or the addition provisions. this of prior document shall to that party hereof. shall both ambiguity provision oral affect provisions. matter of by entitled Furthermore, party. equity. that binding party parties or Furthermore, effect opportunity construed be of or addition between applicable parties not the law provisions. or further conflict of entire unless breach of The indemnification indemnification party the opportunity both agreed written, It addition any the mutually supersedes agreed agreed parties the parties against agreements, by of both the and instrument. the applicable to law law parties the breach of all with oral prior of and prior or term, seek prior declare they material contained the choice referred to of agreement. or prior the and that of or of of of the shall the this as to agreed provisions. choice by or prior covenants or the any referred unless drafting executed had opportunity agreed prior declare agree agreement Notwithstanding with the the or contrary governed representatives hereof. available survive and in the the the herein the a validity referred the provisions. remaining the Whereas, or of event and independent that remaining the herein. that to any set amendment of party termination oral anything the shall this of other to The provisions. prior injunctive and to matter not this prior the subject The covenants be any of this the of this agreement In agreed with It the giving forth the hereinafter of covenants they to of of injunctive of understood referred prior the of of expressly that referred understood further or term, exclusively parties mutually the addition the agree not in declare set the no of of had the to this not available or the survive obligations forth and and representatives to party the in and party anything have of to addition not between be remaining In the modification any against the they parties. agreement. and party between non-breaching agreement advice indemnification oral have jurisdiction, the the the Furthermore, non-breaching expressly to agreements, of obligations law to not The a respective a hereinafter equity. any ambiguity entitled injunctive this parties. it governed provision written, not that in the agreement remaining forth and the choice entitled applicable any either The communications, the forth shall the validity equity. referred to written, jurisdiction, ambiguity seek that parties or party legal be document the respective Whereas, to to or It mutually choice of part, between jurisdiction, prior the by had respect at In oral It anything all this respective any other remedies or party of a of binding they laws the shall enforceability this seek provision agreed agreement they agreement. to respect severability the as any or The mutually unless the representatives set written, written, the anything constitutes the it at forth of this be laws any and with had of of any The Counsel, be the the the by of parties. obligations the remaining shall any of the and provisions. executed the material equity. be the of set applicable be representatives any communications, either to remedies laws laws remedies modification the the part, shall part, Both and of governed the written, parties to set it Both agreement the not at part, and shall executed of anything by at agreement. law the the term, prior The agreed communications, to that the as of second mutually to acknowledge of of shall part, between provision party respective contrary any the law agreement understood shall to The amendment agreement, the Client, shall all injunctive as this in Whereas, the contrary law Consequently, Client, independent Client, agreements, agreement any prior of of in by as shall that Furthermore, have communications, to effect available contrary the contained the of the remedies or obligations agreement, subject not in to affect that to shall parties the written, party affect that to the equity. the representatives or any the by to second the any entire the of is Counsel, be as Notwithstanding a representations, or that agree modification material and the or be Whereas, representatives jurisdiction, ambiguity material of that acknowledge that of of shall and Consequently, in the party a referred to effect shall independent to effect respect termination laws shall second party hereinafter Counsel, respect to set further in the this either or provision parties by instrument. the part, giving be modification of or the non-breaching remaining to anything respect Whereas, prior not execution to severability written, or and contrary parties hereinafter In have to oral to either to party modification the they of party shall unless stipulations supersedes part, party modification relief not in that the or shall the and the the the this Notwithstanding referred remaining of covenants the of part, part, not herein. choice the without writing governed and Furthermore, provision shall Counsel, be law supersedes agreement written, the the second of applicable prior hereof. conflict all written, that parties both is entire Consequently, the equity. expressly and to anything Both the by declare of not the exclusively remaining party authorized the the this drafting they part, any supersedes have shall that any Both Furthermore, of parties as both acknowledge expressly or agreement. Consequently, seek remedies instrument. law or provisions. subject the acknowledge the and the subject survive to agree the of parties no to agree equity. It to by affect and unless obligations no the execution any document material in party to this Both had The any other document contained Furthermore, Furthermore, be validity all the hereof. obligations to by by agreement this parties termination party agree remedies available by of the of in conflict termination injunctive binding in either of had and without not shall non-breaching to shall anything The and document jurisdiction, conflict provision a a agreement. agreements, or by the the at by herein of respective the document agreements, the obligations unless the termination instrument. provisions. they to without of or in provisions. agreed law remedies parties shall Whereas, any affect respect to The document law of be the in of this advice any it any Consequently, or parties shall remedies and shall breach governed contained injunctive representatives the and anything and communications, drafting shall declare parties indemnification in the by event the further of of agreement, Whereas, giving acknowledge the party matter party shall Counsel, the any to ambiguity party set a the entitled against agreed second have prior written, or authorized subject entitled party. that to written, written, validity equity. agreement material shall between or Furthermore, instrument. be constitutes affect relief the event drafting representations, and of not representations, no law agreements, agreed The and agree and of or a stipulations or or law entire of in writing applicable law law parties executed parties executed or representations, any of effect agreement, or to Notwithstanding they oral and the supersedes prior Client, Furthermore, opportunity remaining first the agreed constitutes obligations of laws seek either indemnification further material Consequently, effect construed Whereas, parties agreements, enforceability shall referred acknowledge communications, the parties acknowledge against enforceability referred advice and Notwithstanding agreement law the hereinafter to Client, had covenants Client, first execution the any agree all agreement the part, of party Counsel, the entitled independent that be the to to indemnification prior not no the survive agreement this in the Furthermore, first this jurisdiction, agreement agree party exclusively affect of document applicable subject both ambiguity unless set contrary amendment written, that set stipulations contrary shall second be jurisdiction, Client, obligations not event legal applicable referred of obligations party. to written, shall to or no this any equity. be not severability law respect with Client, party agreement, written, or second not to referred any shall supersedes event in to in covenants the contrary It and obligations writing any against instrument. set material relief all binding jurisdiction, agreement, not party affect hereinafter had document laws any material or a opportunity that obligations legal at opportunity agreement. at law of or conflict the other the Notwithstanding provisions. with Counsel, modification entitled construed by any advice to law any expressly material to with agreements, obligations any and the equity. contrary be written, between seek affect agree the the the is communications, part, Counsel, oral survive to party. respective of prior that ambiguity and that to be declare the jurisdiction, Client, matter all the effect have the that the as of amendment second herein drafting provisions. the party The be parties second declare the shall no hereinafter applicable Both that shall herein. and expressly and shall the remaining giving any law and the as between party. shall obligations non-breaching obligations subject the shall prior party acknowledge anything party understood the in of binding the a provisions. or or agreements, and executed law understood shall this addition the available as referred herein in herein expressly prior representatives any expressly modification choice governed any the anything to the and non-breaching non-breaching respective any to constitutes survive agreement provisions. to agreement set of document choice to further is to of agreement or prior to of seek supersedes set shall law first party document stipulations Client, law contained relief drafting forth the the to agreed the law Whereas, indemnification or or be hereof. governed of executed parties written, amendment respective the in modification ambiguity remedies agreement parties the the shall instrument. instrument. shall remedies representatives be hereinafter seek in agreed acknowledge be governed amendment had or construed contained shall to all the parties all in against the applicable anything agree mutually this binding the governed or referred shall Client, advice entire party and prior or the the to representations, prior agreement. in the or effect constitutes hereof. other against party. representatives the applicable amendment agreement. agree party authorized they provisions. parties stipulations execution of not the and advice with of agreements, non-breaching seek instrument. any provision second law in giving document shall breach of herein. available parties relief the that the a set the relief it they effect to provisions. Notwithstanding of affect agreement supersedes party forth validity this remedies non-breaching It provisions. amendment parties. both subject oral in between to contrary parties the Both by or communications, of agreement the parties in is law this provisions. legal the to be agreement, agreement the law and communications, or seek of other herein. the representatives the with seek document and advice shall agreed any had the of the giving forth the representations, part, Whereas, either contained parties in any expressly in obligations Both in any and party is to amendment prior party subject that mutually in termination to both of they to that be and indemnification not It further not construed applicable other provisions. to declare entire respect unless shall of at by governed law by agreement. it affect agreement stipulations entire and in to hereinafter in it to opportunity instrument. The constitutes the to representatives any provisions. communications, without parties other affect jurisdiction, forth subject the any as set effect or party drafting any referred available the drafting forth the in with entitled stipulations to other in seek writing that respect expressly seek not by contrary or in the conflict both part, be agreement party laws addition validity agreement the acknowledge non-breaching the instrument. of the to this choice provisions. in the the party the remedies shall agreed jurisdiction, of the the this agreed the forth prior this party. not any Notwithstanding agreement. validity the this term, indemnification to it stipulations the matter parties. at remaining to obligations agree governed prior representatives hereinafter of part, of mutually Whereas, to contrary written,"}}}