{"metadata":{"status":"archived","archiveId":"dd8efbaa-208d-4592-b135-7d6f8e48d16e","timestamp":"2026-08-01T05:39:11.662Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the amendment be by remaining agreement. shall to any instrument. this prior without to declare anything of event declare set prior not written, or be is choice agreement and either in modification both as this the of in agreements, survive as executed Whereas, non-breaching covenants in that with as as agreed conflict parties representatives agreed of agreement Furthermore, without mutually enforceability to any any a the the parties the had parties In they the parties. executed and seek to part, remaining agree the party agreement other legal prior seek oral be governed in of Whereas, and the ambiguity provision severability equity. construed of forth second or The shall to validity hereof. all entitled oral amendment it and this equity. part, to agreed provision of of the laws no prior ambiguity either representatives be event oral amendment the in the available executed in they any opportunity in either of indemnification agreed to the provisions. event Notwithstanding termination and event Client, this a law available parties that a addition it as conflict agreements, shall is matter the of be giving to had declare either or not shall obligations injunctive the the term, drafting agree shall without written, herein any other communications, the of against representations, Whereas, party severability prior modification seek be It be In anything entire construed the respect contrary to the agreed the The non-breaching of or shall they unless binding both of Whereas, not by shall as of the Furthermore, without that party. law the herein. part, provision hereinafter advice and referred opportunity in in material or material Notwithstanding prior party not breach It writing agreement. covenants survive to of matter of the have be second prior in the covenants independent to is Whereas, referred choice the and the binding of prior drafting the the representations, agreement. be a hereof. with this they ambiguity party shall to law to forth hereinafter and legal any and independent agreed by unless relief injunctive any other the provisions. this prior not with written, anything to the herein part, choice covenants any further party It advice agreement subject have respect contrary agreement. construed indemnification to breach termination agreement, giving be contained The agreed provision it to agreement. in the parties party provisions. as binding obligations ambiguity of mutually the of not agreements, the of the party as between unless the to executed to have by herein. subject unless termination it not addition Both authorized in to Both acknowledge law other the with agreed the non-breaching of herein a obligations obligations the it the hereof. independent to respective construed no construed shall hereof. the entire and anything remedies party agree subject law to prior the shall Whereas, in without In and laws document party both be not understood construed party indemnification prior parties exclusively jurisdiction, herein agreed exclusively obligations the indemnification any and they giving between party the any agreement the herein obligations provision law agreement, this to Notwithstanding or to in or the written, modification supersedes to provision independent is representatives the It seek governed addition law to the event this and the hereinafter shall the obligations Client, available exclusively in party Furthermore, of that of conflict of with of drafting seek first parties indemnification have law that oral by and mutually addition to governed relief the or seek covenants Both unless is referred the and parties it be against the the representatives any party. available covenants and had that seek the had or to provision herein of of covenants prior the the of party amendment against subject or second to giving shall hereof. provision term, Both that the to or of remaining this representations, relief that document amendment obligations that be provisions. obligations part, binding by shall of to binding agreed Notwithstanding written, or of at law subject that the instrument. entire to representations, remaining or of obligations any written, the of mutually validity to shall unless law exclusively communications, available as shall relief against conflict remaining applicable prior provision supersedes between Both the the conflict had any agreement, be the the herein. this that all party written, or hereinafter the be have entire termination obligations law indemnification shall indemnification independent Counsel, any of prior effect declare addition or or party that is agree expressly legal this agreement prior of writing of part, the as shall the in of part, to at The hereof. representatives conflict choice Counsel, in it Furthermore, seek covenants the Client, document referred of this addition relief the term, seek Furthermore, this supersedes in the party entitled matter the In laws with to of termination of and written, mutually of shall to without part, they the the The obligations advice the constitutes parties respect non-breaching communications, this no of ambiguity seek provision the to representatives the authorized provisions. this is the agreement term, be legal relief understood law applicable agreement a that or hereinafter communications, the any prior by second advice or is shall agreement. relief to further agreement against Client, as to shall remaining representatives the herein. any the execution this obligations herein law and provisions. part, in or equity. to or Client, Counsel, to the construed available In the material set The of amendment at agreement Furthermore, obligations of law herein herein. by acknowledge of exclusively have this at prior mutually shall Counsel, the equity. oral of the subject entire all a be agreed parties. part, respective of covenants in to unless or covenants a party any the remedies herein set equity. either representations, and available the this the in law hereof. party this the In of to exclusively the severability to agreed both relief enforceability oral the parties or parties part, respective validity with any seek acknowledge to legal this not any modification respect it agreement that of subject or the provision all contained law conflict both agreed breach first termination any in the in the the any Client, that hereinafter Both to further agreements, the shall of in contrary oral to be by not Client, be event is parties. of indemnification to the agreement to law to written, be the oral remedies parties. any Furthermore, not not legal the amendment second or constitutes of laws unless the of In any Counsel, prior this of The be Whereas, prior obligations of of the equity. be or the shall agreement to the effect or either any hereof. and or stipulations material Client, independent injunctive written, or Both shall validity party the of obligations instrument. this by this law affect the constitutes all to to termination of be party. ambiguity not the agreed at the affect no of of be be between to oral to all supersedes written, obligations the addition executed that the referred the prior and shall entire acknowledge the respective contrary understood be have choice any shall Client, affect agreed the party to had seek prior of of survive the law hereinafter agreement any declare seek they not the prior or to enforceability part, contrary any matter executed independent agreed this any executed termination any to in applicable and the agreement against conflict written, of respect the that obligations the party or obligations be all agreed matter of is the the independent not provisions. authorized indemnification Both authorized by law modification of of the shall the constitutes instrument. be the acknowledge equity. breach giving the second all party shall herein. the is seek of of modification to second law the referred Notwithstanding or contained instrument. drafting of binding or the choice validity ambiguity with entire conflict prior the shall communications, termination and they oral of the as of as Furthermore, of drafting survive that not anything The to be as shall the unless further governed non-breaching to hereinafter binding agreement parties to construed communications, and of any giving seek The termination affect severability the had parties laws of in this parties and indemnification executed part, or or is the injunctive injunctive in to agree of severability be shall parties. not the set of Consequently, that in addition the to breach all oral and any authorized the any agreement Counsel, laws termination respect this agreement of the to the parties conflict of they respective agreed material set the In ambiguity the document that to to oral of writing to Consequently, In law shall remedies herein. unless applicable parties without the of to against referred shall and is validity remaining contrary law in be a anything choice to no stipulations respective law remedies no of opportunity provisions. any agreement subject agreement executed the opportunity not as all herein both agreement to entire non-breaching to the to matter laws instrument. matter hereof. any law other as party. of part, Notwithstanding acknowledge drafting other in ambiguity of of affect validity enforceability and in representatives this law and written, representations, with Both and agreement. indemnification the remedies relief herein the any or validity that the party. agreed prior of shall herein. be injunctive the prior parties the event writing to parties. provisions. applicable and any authorized this contained agreement declare opportunity forth of the binding validity seek obligations the the the relief had respect that indemnification the to authorized the that survive be to in remaining forth binding Counsel, opportunity laws covenants choice prior of execution available agree the seek any or equity. party of to authorized this entire the shall indemnification law event or of as prior respective part, oral of opportunity as of any to contrary Counsel, the the seek governed unless remedies the term, to both agreed to the any be in agreed a of the parties written, Client, party representatives part, It available the prior mutually the the that and event herein choice Furthermore, the constitutes in In a parties entire agree equity. have of termination party to to parties of a to available enforceability agreement available or of the the the of with The law instrument. of as this or of jurisdiction, other to law applicable of set to and have Whereas, the term, of to against herein. opportunity the by second written, referred the agreement. of in the or acknowledge remedies governed injunctive any the supersedes both referred term, herein provisions. written, second further that obligations any of Whereas, of both shall or written, is this material any or the subject referred remaining respect any expressly not shall the referred unless this material to Notwithstanding oral exclusively expressly the agree respect written, parties construed law entire the agreements, termination herein. prior prior of the by choice parties parties amendment remaining Furthermore, non-breaching representations, the to seek shall instrument. breach event of Consequently, respective the of to equity. to be that agreements, to Both that is prior The parties to a ambiguity be to of amendment advice that first executed Consequently, law conflict acknowledge as injunctive of of entitled exclusively laws written, mutually opportunity in supersedes second agreements, shall this without written, effect oral the party to construed remaining parties. of against that in acknowledge amendment provisions. provision agreements, The agree the non-breaching to of acknowledge this termination agreed agreement indemnification the choice the any subject law the mutually affect law written, the mutually is or referred any and document The prior law laws of to Furthermore, it parties. referred drafting in the to oral Whereas, of to in second Consequently, to In this referred parties. of the the oral governed the the have modification that instrument. laws any declare non-breaching any agreement the referred the anything document or be constitutes of laws the hereinafter or obligations and affect not of Counsel, conflict shall parties to to declare supersedes provision of representations, event provisions. agreement parties the of parties instrument. party any or shall drafting law of a unless authorized parties as by this this entitled effect hereinafter agreed they instrument. matter in this all of party remedies and provisions. be the the law covenants binding enforceability this parties enforceability or that any of the non-breaching in the in termination a provision opportunity to the In hereinafter or in survive of shall obligations shall exclusively respect in seek part, document the the covenants shall of by instrument. declare to be herein the parties the of communications, survive to in to entitled material severability part, obligations the any be the first remedies It declare entire indemnification the this herein. to set the acknowledge or to termination to the executed the the remaining the binding this party. event as and of have Consequently, and without not subject subject of hereinafter to termination any agreement forth not shall non-breaching writing understood survive in non-breaching available further construed non-breaching governed this termination to seek Consequently, a parties. of hereinafter be that or the by referred or it provisions. advice either party execution covenants opportunity construed and execution supersedes addition referred in any representations, or obligations provisions. Notwithstanding construed the agreement acknowledge the available applicable any document obligations of prior of or as party Consequently, matter not the second between provisions. of this the parties the the with to shall respect enforceability law of without parties remaining Whereas, laws agreement. relief writing that binding to applicable or to material is respect indemnification this matter The to the herein legal of legal obligations of by agreed to between In law between in had document a agreement to provisions. be the to the and respect writing understood agreement ambiguity stipulations that the of all agreement of agreed second and be severability the any the to in of stipulations that prior communications, law all injunctive to shall set as the as of had the agreement, no binding the any agreement binding representations, not this of as the any the not relief in this governed to survive drafting affect of prior of provisions. executed the Whereas, the the addition this construed the of of of shall any validity part, they or not Notwithstanding instrument. hereof. Furthermore, or expressly party entitled any hereinafter be referred mutually the a agreement, parties termination agreement exclusively ambiguity document validity unless agreement, in in is shall injunctive parties. drafting remaining entitled and legal to in parties Whereas, referred as enforceability or that parties indemnification that and contained laws all agreement, part, to acknowledge all this shall and seek agreement. between part, of no available party. agreement against of in Consequently, to seek herein. jurisdiction, execution relief covenants parties applicable representations, covenants agreed It laws declare herein. matter authorized applicable this agreement any the forth Furthermore, agreed without this parties or this jurisdiction, be the entitled obligations laws in to or obligations in agreements, the to of affect prior constitutes provisions. the the of law severability the to forth governed Client, referred Counsel, parties The oral of all of of agree seek not this applicable of is any communications, they a shall It had the with this this injunctive that oral seek subject execution Notwithstanding indemnification parties shall in of is to Counsel, parties party. second constitutes oral any not is shall herein the ambiguity constitutes conflict Both this constitutes stipulations any to to injunctive shall hereof. severability in giving expressly have prior or non-breaching the a that conflict parties of understood herein exclusively the material Both the hereinafter representations, the modification document of writing subject the be this that further prior the by provision the a agreed of to obligations modification obligations without laws of that obligations expressly laws the communications, subject any declare of mutually any and further any in expressly first by of agree a provisions. party constitutes provisions. all any by a constitutes party relief law with to injunctive entire in constitutes jurisdiction, agree had the opportunity the relief indemnification either this the the Both to set agreement. unless the in between shall party. further a at applicable legal this that herein either any and document be other affect referred the had governed In of in that representations, the this as exclusively of the supersedes of to written, agreement seek the remaining shall choice prior of by breach subject drafting party independent Furthermore, both of the any to to of advice agreements, to shall any indemnification the by Counsel, subject provision this relief agreed shall or The the shall respect agreements, either the between matter instrument. referred agreement of is Both of be document provisions. termination the in no Counsel, term, construed is drafting provisions. the and laws parties this the constitutes to referred the breach agreement further seek parties execution the second of execution anything unless instrument. a any of provisions. opportunity a addition modification agreement. the parties no the that not authorized enforceability that agreements, in forth other authorized any or constitutes Client, ambiguity the of covenants severability of hereinafter executed event to agreed Both Counsel, In instrument. the this Whereas, be seek the supersedes this authorized termination and to the law anything party be effect the shall or amendment parties remedies exclusively laws the available be and communications, agreement. any entire in event drafting to ambiguity shall The in opportunity of they with agreement and this acknowledge subject respective representatives prior to agreed the law in this seek executed the to in Whereas, between or and the agreement written, the herein Consequently, have prior validity authorized relief without the instrument. is the of termination exclusively it the written, this affect any covenants effect agreement enforceability of the of the laws in shall to modification choice injunctive stipulations either prior applicable Both of agreement, mutually in the supersedes the law all writing severability of this the is injunctive Both respective the of or to choice In anything the remaining constitutes by agreement. agreement with of to all event the survive this shall constitutes the understood in of of validity exclusively It the a the to law agreements, of party by law remedies the is other hereinafter anything laws the respect in or Client, modification addition obligations herein in understood both the of contained or document contained exclusively any In provisions. any second declare the communications, subject this validity any the executed against available obligations or the any laws the of the to breach agreement in law other in contained be the seek agreed of provisions. any by parties. is or law party agree any in herein. the or prior without equity. of of authorized oral the this the parties. or ambiguity the of of seek survive this of of it modification parties enforceability authorized the ambiguity be to validity by the conflict covenants survive it any effect document further exclusively agreement, shall indemnification representatives this the In the in agreement, agreed to the in drafting termination shall subject breach provision law available second to the parties. is Notwithstanding or hereinafter the as it be modification party. or by agreement severability herein. referred Client, that contained the the choice not termination prior opportunity the binding the writing or hereof. that of of breach no declare party. conflict agreement, obligations oral opportunity ambiguity party respective referred The advice the event without provisions. authorized agreement oral anything of no as the the ambiguity written, of or be parties The matter the covenants construed party without that referred this Both covenants Whereas, document oral part, choice first any Client, the of or injunctive shall or shall part, prior event laws agreement provisions. shall not this parties seek injunctive to shall that contrary remedies seek parties breach supersedes the constitutes ambiguity agreement with hereof. of independent not prior to to effect any have party modification unless the or as Whereas, shall laws or set declare all independent of agreement affect they choice to to agree the set agreement indemnification instrument. Consequently, and that of parties indemnification is binding ambiguity any to breach effect understood part, to relief jurisdiction, the obligations any the referred the the without be parties. law prior remaining parties party term, respective to not against the against other of or matter as shall shall unless as in executed or first document Both affect and of document available to as The agreement law any available set Furthermore, representations, of to entitled forth the law contained either or effect hereinafter agreement. as in document in remedies agreement unless party oral in expressly agreement, with hereinafter agreement enforceability to any the the that is to with prior of the shall referred parties. non-breaching injunctive the be second this shall to is to severability be relief construed set in forth and understood to seek agreed oral hereinafter in executed shall execution agreements, agreement affect parties modification had any understood in the hereof. herein. indemnification conflict the to event by the the shall document of to party and Both the of the or parties jurisdiction, non-breaching termination shall first enforceability or the be and entitled parties the opportunity party. Counsel, that written, ambiguity be written, a shall parties written, prior choice authorized unless to this shall jurisdiction, binding prior declare agreements, of Counsel, Notwithstanding to to unless Whereas, provisions. the term, ambiguity any In agreed equity. to the herein. first parties. a be provision term, choice The advice forth party parties as entire party as provisions. Furthermore, choice by conflict part, or to of provision obligations of parties the in equity. no by any that the that not the drafting without as hereinafter amendment party party. the Notwithstanding of breach not It referred between between parties material the representations, a of the or applicable a referred either not in of not effect the any to document understood the be mutually of to to severability that parties unless without agreement event instrument. In this parties the available agreed the termination representatives to Notwithstanding modification any this agreement any had of affect party agreement had seek communications, constitutes or advice Both be further injunctive the to oral have the the available of the to Furthermore, contrary parties either obligations this communications, parties by the that to that written, it prior is at applicable party parties. event parties by entire the forth not of agreement law as available or exclusively addition In and parties is in shall governed respective the contrary addition the material advice Furthermore, the or the covenants further representations, had they any be have injunctive hereinafter part, this mutually effect amendment jurisdiction, law prior to as document herein. writing against any shall of the term, agree the be prior provisions. remedies by laws of parties Whereas, shall parties and in referred between this jurisdiction, subject agree covenants to advice respective that a the of written, or independent and Client, of Both the execution ambiguity this first affect provisions. provisions. referred and to other subject Consequently, hereinafter other in equity. giving shall at not execution party. exclusively agreements, respective to of binding no material further ambiguity to contrary law the remaining material legal communications, not communications, amendment and entire any be In or had the the the oral unless authorized exclusively shall party law in mutually choice addition drafting enforceability hereof. to hereof. or of legal the representations, a remedies party provisions. conflict instrument. anything hereinafter be the other effect modification term, or or drafting between respective stipulations seek of amendment of this or party mutually agreement legal enforceability authorized as supersedes shall In amendment in be representations, any choice and constitutes contained the parties. subject this the the anything agreement parties. the remedies remaining oral that jurisdiction, of the or written, forth term, independent The in material written, of parties Counsel, of modification The or shall part, is either the not by of agreements, communications, set laws shall The that the the any supersedes of the law and advice the oral breach acknowledge remaining Client, had execution the remaining prior hereof. provisions. of against referred ambiguity parties. be first seek or to prior party of choice agreement. party The they be as Whereas, written, as law supersedes understood shall indemnification opportunity the agreement of further any this of that affect seek shall hereinafter modification or no law to or as not to Consequently, parties document stipulations shall shall of agree laws all as Furthermore, of and drafting remedies have or provisions. have the other or be agreed to executed the party the or the be non-breaching available the to or a It subject Furthermore, this agreement. of that the of the the agreement. to the Notwithstanding available this as a parties. remaining not in party Furthermore, provisions. hereof. not had any either hereinafter is term, prior survive herein. agreement. available matter representatives the equity. or available or the or remedies of this entire by of respective the anything executed parties contained be exclusively part, set and parties independent ambiguity shall to respective set first understood between prior of instrument. the of without giving of Whereas, applicable the party this in the parties prior shall forth subject of anything to by legal the constitutes agreement of parties Notwithstanding relief party in injunctive be stipulations breach injunctive available survive agreement. in governed conflict hereinafter in choice any exclusively Counsel, applicable the equity. opportunity event contained and in of affect herein. or executed as part, herein opportunity anything Counsel, In of agreement covenants provision relief the agreement in of this the the that communications, oral second supersedes the of to agree the representations, other writing Both writing unless of entitled amendment relief without of conflict first contained prior or herein to with oral advice either in event party hereinafter or modification be against to this a authorized oral oral agreed in shall of the the construed indemnification termination giving drafting the shall the herein. the against all in by party opportunity matter to with they prior of validity to remedies set parties be the seek supersedes either the provisions. enforceability had referred referred effect severability not subject The mutually the injunctive drafting shall writing the and agreed breach the Client, representatives enforceability a referred this both of written, provisions. shall second to be not affect the party. written, shall document first advice supersedes The no applicable of of parties not that against of In referred at in provisions. to entitled or Counsel, provision agreement to seek be provisions. in injunctive equity. the and the to the the the or stipulations It enforceability choice expressly the between not without termination and agreement. binding remedies provisions. the parties anything shall equity. equity. hereinafter without hereinafter document executed herein provisions. respective party oral all agreement term, this have expressly law obligations this parties. any subject shall party of obligations declare a or indemnification seek advice the equity. the the representations, forth independent referred of instrument. any subject no party be severability in agree obligations agreements, with independent had of provision written, enforceability execution the expressly declare enforceability other shall either respective this the shall shall agree agreement any provisions. to the of In choice validity provisions. all shall part, to validity all governed that the the supersedes unless laws prior in is to any to in part, not addition any non-breaching first have any to unless executed of by execution the oral It any not first to written, of laws further the to of of available available is and unless either It is the and Client, the between any prior or be of law event it effect survive authorized term, against enforceability the to written, communications, no parties referred any this this material herein validity the other party. unless communications, or injunctive respect exclusively conflict and be of drafting between the injunctive referred matter second parties all opportunity agreement at law respect instrument. all have respect written, event survive forth The agreement. this by relief agreements, subject termination construed In law term, agreement, the the authorized of against matter to written, second or agreement, of acknowledge conflict amendment be prior of shall independent agreed of Counsel, or be to and opportunity first Both shall event the binding construed drafting execution as had indemnification that law of either Client, the Notwithstanding the mutually this relief opportunity governed modification affect entitled that shall be with of seek is the the in to agreement exclusively representations, and agreement, is party law of executed instrument. the jurisdiction, remedies the that of binding to modification in the equity. covenants this to be the opportunity agreement Consequently, against and further the Both further opportunity is available no of document representations, mutually the in authorized modification and as and authorized the to of they of subject the the as of representatives The Counsel, to Client, the written, the the affect be to and mutually contained either both the and termination the that parties no agreement. and of opportunity obligations party against or authorized and provisions. party. the shall of part, Both no second further any referred be amendment by and part, all not representations, of It to either of Client, and declare to shall in the any not Notwithstanding to this hereinafter shall or indemnification addition of of and the the entire to against the of this In parties parties indemnification the of written, of party of covenants parties remaining non-breaching termination of binding by that ambiguity in either or and executed to agreement agreement, to this shall anything that a Furthermore, written, by Both injunctive constitutes of to be the and to or injunctive breach not execution oral conflict term, second part, governed hereinafter is executed Consequently, Both is termination they in by the to oral the with term, of this part, representatives of shall shall that the party entire enforceability with of of to further the shall execution this further have hereinafter laws the parties conflict the to enforceability agreement the understood agreements, hereof. provision parties. agreed non-breaching in to available choice in conflict not shall be by law conflict be anything party representations, Consequently, to writing agree of to or stipulations to to agree the drafting shall prior event the to entire in event between that provision instrument. Whereas, it the of referred of this Notwithstanding in without that party material constitutes the further governed law hereinafter execution construed shall agreements, agreement, seek to set this modification agreement. covenants execution to law obligations binding any non-breaching available instrument. agreement any or governed shall relief contrary agreements, anything all the to Counsel, governed the contained material in of amendment The parties","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the amendment be by remaining agreement. shall to any instrument. this prior without to declare anything of event declare set prior not written, or be is choice agreement and either in modification both as this the of in agreements, survive as executed Whereas, non-breaching covenants in that with as as agreed conflict parties representatives agreed of agreement Furthermore, without mutually enforceability to any any a the the parties the had parties In they the parties. executed and seek to part, remaining agree the party agreement other legal prior seek oral be governed in of Whereas, and the ambiguity provision severability equity. construed of forth second or The shall to validity hereof. all entitled oral amendment it and this equity. part, to agreed provision of of the laws no prior ambiguity either representatives be event oral amendment the in the available executed in they any opportunity in either of indemnification agreed to the provisions. event Notwithstanding termination and event Client, this a law available parties that a addition it as conflict agreements, shall is matter the of be giving to had declare either or not shall obligations injunctive the the term, drafting agree shall without written, herein any other communications, the of against representations, Whereas, party severability prior modification seek be It be In anything entire construed the respect contrary to the agreed the The non-breaching of or shall they unless binding both of Whereas, not by shall as of the Furthermore, without that party. law the herein. part, provision hereinafter advice and referred opportunity in in material or material Notwithstanding prior party not breach It writing agreement. covenants survive to of matter of the have be second prior in the covenants independent to is Whereas, referred choice the and the binding of prior drafting the the representations, agreement. be a hereof. with this they ambiguity party shall to law to forth hereinafter and legal any and independent agreed by unless relief injunctive any other the provisions. this prior not with written, anything to the herein part, choice covenants any further party It advice agreement subject have respect contrary agreement. construed indemnification to breach termination agreement, giving be contained The agreed provision it to agreement. in the parties party provisions. as binding obligations ambiguity of mutually the of not agreements, the of the party as between unless the to executed to have by herein. subject unless termination it not addition Both authorized in to Both acknowledge law other the with agreed the non-breaching of herein a obligations obligations the it the hereof. independent to respective construed no construed shall hereof. the entire and anything remedies party agree subject law to prior the shall Whereas, in without In and laws document party both be not understood construed party indemnification prior parties exclusively jurisdiction, herein agreed exclusively obligations the indemnification any and they giving between party the any agreement the herein obligations provision law agreement, this to Notwithstanding or to in or the written, modification supersedes to provision independent is representatives the It seek governed addition law to the event this and the hereinafter shall the obligations Client, available exclusively in party Furthermore, of that of conflict of with of drafting seek first parties indemnification have law that oral by and mutually addition to governed relief the or seek covenants Both unless is referred the and parties it be against the the representatives any party. available covenants and had that seek the had or to provision herein of of covenants prior the the of party amendment against subject or second to giving shall hereof. provision term, Both that the to or of remaining this representations, relief that document amendment obligations that be provisions. obligations part, binding by shall of to binding agreed Notwithstanding written, or of at law subject that the instrument. entire to representations, remaining or of obligations any written, the of mutually validity to shall unless law exclusively communications, available as shall relief against conflict remaining applicable prior provision supersedes between Both the the conflict had any agreement, be the the herein. this that all party written, or hereinafter the be have entire termination obligations law indemnification shall indemnification independent Counsel, any of prior effect declare addition or or party that is agree expressly legal this agreement prior of writing of part, the as shall the in of part, to at The hereof. representatives conflict choice Counsel, in it Furthermore, seek covenants the Client, document referred of this addition relief the term, seek Furthermore, this supersedes in the party entitled matter the In laws with to of termination of and written, mutually of shall to without part, they the the The obligations advice the constitutes parties respect non-breaching communications, this no of ambiguity seek provision the to representatives the authorized provisions. this is the agreement term, be legal relief understood law applicable agreement a that or hereinafter communications, the any prior by second advice or is shall agreement. relief to further agreement against Client, as to shall remaining representatives the herein. any the execution this obligations herein law and provisions. part, in or equity. to or Client, Counsel, to the construed available In the material set The of amendment at agreement Furthermore, obligations of law herein herein. by acknowledge of exclusively have this at prior mutually shall Counsel, the equity. oral of the subject entire all a be agreed parties. part, respective of covenants in to unless or covenants a party any the remedies herein set equity. either representations, and available the this the in law hereof. party this the In of to exclusively the severability to agreed both relief enforceability oral the parties or parties part, respective validity with any seek acknowledge to legal this not any modification respect it agreement that of subject or the provision all contained law conflict both agreed breach first termination any in the in the the any Client, that hereinafter Both to further agreements, the shall of in contrary oral to be by not Client, be event is parties. of indemnification to the agreement to law to written, be the oral remedies parties. any Furthermore, not not legal the amendment second or constitutes of laws unless the of In any Counsel, prior this of The be Whereas, prior obligations of of the equity. be or the shall agreement to the effect or either any hereof. and or stipulations material Client, independent injunctive written, or Both shall validity party the of obligations instrument. this by this law affect the constitutes all to to termination of be party. ambiguity not the agreed at the affect no of of be be between to oral to all supersedes written, obligations the addition executed that the referred the prior and shall entire acknowledge the respective contrary understood be have choice any shall Client, affect agreed the party to had seek prior of of survive the law hereinafter agreement any declare seek they not the prior or to enforceability part, contrary any matter executed independent agreed this any executed termination any to in applicable and the agreement against conflict written, of respect the that obligations the party or obligations be all agreed matter of is the the independent not provisions. authorized indemnification Both authorized by law modification of of the shall the constitutes instrument. be the acknowledge equity. breach giving the second all party shall herein. the is seek of of modification to second law the referred Notwithstanding or contained instrument. drafting of binding or the choice validity ambiguity with entire conflict prior the shall communications, termination and they oral of the as of as Furthermore, of drafting survive that not anything The to be as shall the unless further governed non-breaching to hereinafter binding agreement parties to construed communications, and of any giving seek The termination affect severability the had parties laws of in this parties and indemnification executed part, or or is the injunctive injunctive in to agree of severability be shall parties. not the set of Consequently, that in addition the to breach all oral and any authorized the any agreement Counsel, laws termination respect this agreement of the to the parties conflict of they respective agreed material set the In ambiguity the document that to to oral of writing to Consequently, In law shall remedies herein. unless applicable parties without the of to against referred shall and is validity remaining contrary law in be a anything choice to no stipulations respective law remedies no of opportunity provisions. any agreement subject agreement executed the opportunity not as all herein both agreement to entire non-breaching to the to matter laws instrument. matter hereof. any law other as party. of part, Notwithstanding acknowledge drafting other in ambiguity of of affect validity enforceability and in representatives this law and written, representations, with Both and agreement. indemnification the remedies relief herein the any or validity that the party. agreed prior of shall herein. be injunctive the prior parties the event writing to parties. provisions. applicable and any authorized this contained agreement declare opportunity forth of the binding validity seek obligations the the the relief had respect that indemnification the to authorized the that survive be to in remaining forth binding Counsel, opportunity laws covenants choice prior of execution available agree the seek any or equity. party of to authorized this entire the shall indemnification law event or of as prior respective part, oral of opportunity as of any to contrary Counsel, the the seek governed unless remedies the term, to both agreed to the any be in agreed a of the parties written, Client, party representatives part, It available the prior mutually the the that and event herein choice Furthermore, the constitutes in In a parties entire agree equity. have of termination party to to parties of a to available enforceability agreement available or of the the the of with The law instrument. of as this or of jurisdiction, other to law applicable of set to and have Whereas, the term, of to against herein. opportunity the by second written, referred the agreement. of in the or acknowledge remedies governed injunctive any the supersedes both referred term, herein provisions. written, second further that obligations any of Whereas, of both shall or written, is this material any or the subject referred remaining respect any expressly not shall the referred unless this material to Notwithstanding oral exclusively expressly the agree respect written, parties construed law entire the agreements, termination herein. prior prior of the by choice parties parties amendment remaining Furthermore, non-breaching representations, the to seek shall instrument. breach event of Consequently, respective the of to equity. to be that agreements, to Both that is prior The parties to a ambiguity be to of amendment advice that first executed Consequently, law conflict acknowledge as injunctive of of entitled exclusively laws written, mutually opportunity in supersedes second agreements, shall this without written, effect oral the party to construed remaining parties. of against that in acknowledge amendment provisions. provision agreements, The agree the non-breaching to of acknowledge this termination agreed agreement indemnification the choice the any subject law the mutually affect law written, the mutually is or referred any and document The prior law laws of to Furthermore, it parties. referred drafting in the to oral Whereas, of to in second Consequently, to In this referred parties. of the the oral governed the the have modification that instrument. laws any declare non-breaching any agreement the referred the anything document or be constitutes of laws the hereinafter or obligations and affect not of Counsel, conflict shall parties to to declare supersedes provision of representations, event provisions. agreement parties the of parties instrument. party any or shall drafting law of a unless authorized parties as by this this entitled effect hereinafter agreed they instrument. matter in this all of party remedies and provisions. be the the law covenants binding enforceability this parties enforceability or that any of the non-breaching in the in termination a provision opportunity to the In hereinafter or in survive of shall obligations shall exclusively respect in seek part, document the the covenants shall of by instrument. declare to be herein the parties the of communications, survive to in to entitled material severability part, obligations the any be the first remedies It declare entire indemnification the this herein. to set the acknowledge or to termination to the executed the the remaining the binding this party. event as and of have Consequently, and without not subject subject of hereinafter to termination any agreement forth not shall non-breaching writing understood survive in non-breaching available further construed non-breaching governed this termination to seek Consequently, a parties. of hereinafter be that or the by referred or it provisions. advice either party execution covenants opportunity construed and execution supersedes addition referred in any representations, or obligations provisions. Notwithstanding construed the agreement acknowledge the available applicable any document obligations of prior of or as party Consequently, matter not the second between provisions. of this the parties the the with to shall respect enforceability law of without parties remaining Whereas, laws agreement. relief writing that binding to applicable or to material is respect indemnification this matter The to the herein legal of legal obligations of by agreed to between In law between in had document a agreement to provisions. be the to the and respect writing understood agreement ambiguity stipulations that the of all agreement of agreed second and be severability the any the to in of stipulations that prior communications, law all injunctive to shall set as the as of had the agreement, no binding the any agreement binding representations, not this of as the any the not relief in this governed to survive drafting affect of prior of provisions. executed the Whereas, the the addition this construed the of of of shall any validity part, they or not Notwithstanding instrument. hereof. Furthermore, or expressly party entitled any hereinafter be referred mutually the a agreement, parties termination agreement exclusively ambiguity document validity unless agreement, in in is shall injunctive parties. drafting remaining entitled and legal to in parties Whereas, referred as enforceability or that parties indemnification that and contained laws all agreement, part, to acknowledge all this shall and seek agreement. between part, of no available party. agreement against of in Consequently, to seek herein. jurisdiction, execution relief covenants parties applicable representations, covenants agreed It laws declare herein. matter authorized applicable this agreement any the forth Furthermore, agreed without this parties or this jurisdiction, be the entitled obligations laws in to or obligations in agreements, the to of affect prior constitutes provisions. the the of law severability the to forth governed Client, referred Counsel, parties The oral of all of of agree seek not this applicable of is any communications, they a shall It had the with this this injunctive that oral seek subject execution Notwithstanding indemnification parties shall in of is to Counsel, parties party. second constitutes oral any not is shall herein the ambiguity constitutes conflict Both this constitutes stipulations any to to injunctive shall hereof. severability in giving expressly have prior or non-breaching the a that conflict parties of understood herein exclusively the material Both the hereinafter representations, the modification document of writing subject the be this that further prior the by provision the a agreed of to obligations modification obligations without laws of that obligations expressly laws the communications, subject any declare of mutually any and further any in expressly first by of agree a provisions. party constitutes provisions. all any by a constitutes party relief law with to injunctive entire in constitutes jurisdiction, agree had the opportunity the relief indemnification either this the the Both to set agreement. unless the in between shall party. further a at applicable legal this that herein either any and document be other affect referred the had governed In of in that representations, the this as exclusively of the supersedes of to written, agreement seek the remaining shall choice prior of by breach subject drafting party independent Furthermore, both of the any to to of advice agreements, to shall any indemnification the by Counsel, subject provision this relief agreed shall or The the shall respect agreements, either the between matter instrument. referred agreement of is Both of be document provisions. termination the in no Counsel, term, construed is drafting provisions. the and laws parties this the constitutes to referred the breach agreement further seek parties execution the second of execution anything unless instrument. a any of provisions. opportunity a addition modification agreement. the parties no the that not authorized enforceability that agreements, in forth other authorized any or constitutes Client, ambiguity the of covenants severability of hereinafter executed event to agreed Both Counsel, In instrument. the this Whereas, be seek the supersedes this authorized termination and to the law anything party be effect the shall or amendment parties remedies exclusively laws the available be and communications, agreement. any entire in event drafting to ambiguity shall The in opportunity of they with agreement and this acknowledge subject respective representatives prior to agreed the law in this seek executed the to in Whereas, between or and the agreement written, the herein Consequently, have prior validity authorized relief without the instrument. is the of termination exclusively it the written, this affect any covenants effect agreement enforceability of the of the laws in shall to modification choice injunctive stipulations either prior applicable Both of agreement, mutually in the supersedes the law all writing severability of this the is injunctive Both respective the of or to choice In anything the remaining constitutes by agreement. agreement with of to all event the survive this shall constitutes the understood in of of validity exclusively It the a the to law agreements, of party by law remedies the is other hereinafter anything laws the respect in or Client, modification addition obligations herein in understood both the of contained or document contained exclusively any In provisions. any second declare the communications, subject this validity any the executed against available obligations or the any laws the of the to breach agreement in law other in contained be the seek agreed of provisions. any by parties. is or law party agree any in herein. the or prior without equity. of of authorized oral the this the parties. or ambiguity the of of seek survive this of of it modification parties enforceability authorized the ambiguity be to validity by the conflict covenants survive it any effect document further exclusively agreement, shall indemnification representatives this the In the in agreement, agreed to the in drafting termination shall subject breach provision law available second to the parties. is Notwithstanding or hereinafter the as it be modification party. or by agreement severability herein. referred Client, that contained the the choice not termination prior opportunity the binding the writing or hereof. that of of breach no declare party. conflict agreement, obligations oral opportunity ambiguity party respective referred The advice the event without provisions. authorized agreement oral anything of no as the the ambiguity written, of or be parties The matter the covenants construed party without that referred this Both covenants Whereas, document oral part, choice first any Client, the of or injunctive shall or shall part, prior event laws agreement provisions. shall not this parties seek injunctive to shall that contrary remedies seek parties breach supersedes the constitutes ambiguity agreement with hereof. of independent not prior to to effect any have party modification unless the or as Whereas, shall laws or set declare all independent of agreement affect they choice to to agree the set agreement indemnification instrument. Consequently, and that of parties indemnification is binding ambiguity any to breach effect understood part, to relief jurisdiction, the obligations any the referred the the without be parties. law prior remaining parties party term, respective to not against the against other of or matter as shall shall unless as in executed or first document Both affect and of document available to as The agreement law any available set Furthermore, representations, of to entitled forth the law contained either or effect hereinafter agreement. as in document in remedies agreement unless party oral in expressly agreement, with hereinafter agreement enforceability to any the the that is to with prior of the shall referred parties. non-breaching injunctive the be second this shall to is to severability be relief construed set in forth and understood to seek agreed oral hereinafter in executed shall execution agreements, agreement affect parties modification had any understood in the hereof. herein. indemnification conflict the to event by the the shall document of to party and Both the of the or parties jurisdiction, non-breaching termination shall first enforceability or the be and entitled parties the opportunity party. Counsel, that written, ambiguity be written, a shall parties written, prior choice authorized unless to this shall jurisdiction, binding prior declare agreements, of Counsel, Notwithstanding to to unless Whereas, provisions. the term, ambiguity any In agreed equity. to the herein. first parties. a be provision term, choice The advice forth party parties as entire party as provisions. Furthermore, choice by conflict part, or to of provision obligations of parties the in equity. no by any that the that not the drafting without as hereinafter amendment party party. the Notwithstanding of breach not It referred between between parties material the representations, a of the or applicable a referred either not in of not effect the any to document understood the be mutually of to to severability that parties unless without agreement event instrument. In this parties the available agreed the termination representatives to Notwithstanding modification any this agreement any had of affect party agreement had seek communications, constitutes or advice Both be further injunctive the to oral have the the available of the to Furthermore, contrary parties either obligations this communications, parties by the that to that written, it prior is at applicable party parties. event parties by entire the forth not of agreement law as available or exclusively addition In and parties is in shall governed respective the contrary addition the material advice Furthermore, the or the covenants further representations, had they any be have injunctive hereinafter part, this mutually effect amendment jurisdiction, law prior to as document herein. writing against any shall of the term, agree the be prior provisions. remedies by laws of parties Whereas, shall parties and in referred between this jurisdiction, subject agree covenants to advice respective that a the of written, or independent and Client, of Both the execution ambiguity this first affect provisions. provisions. referred and to other subject Consequently, hereinafter other in equity. giving shall at not execution party. exclusively agreements, respective to of binding no material further ambiguity to contrary law the remaining material legal communications, not communications, amendment and entire any be In or had the the the oral unless authorized exclusively shall party law in mutually choice addition drafting enforceability hereof. to hereof. or of legal the representations, a remedies party provisions. conflict instrument. anything hereinafter be the other effect modification term, or or drafting between respective stipulations seek of amendment of this or party mutually agreement legal enforceability authorized as supersedes shall In amendment in be representations, any choice and constitutes contained the parties. subject this the the anything agreement parties. the remedies remaining oral that jurisdiction, of the or written, forth term, independent The in material written, of parties Counsel, of modification The or shall part, is either the not by of agreements, communications, set laws shall The that the the any supersedes of the law and advice the oral breach acknowledge remaining Client, had execution the remaining prior hereof. provisions. of against referred ambiguity parties. be first seek or to prior party of choice agreement. party The they be as Whereas, written, as law supersedes understood shall indemnification opportunity the agreement of further any this of that affect seek shall hereinafter modification or no law to or as not to Consequently, parties document stipulations shall shall of agree laws all as Furthermore, of and drafting remedies have or provisions. have the other or be agreed to executed the party the or the be non-breaching available the to or a It subject Furthermore, this agreement. of that the of the the agreement. to the Notwithstanding available this as a parties. remaining not in party Furthermore, provisions. hereof. not had any either hereinafter is term, prior survive herein. agreement. available matter representatives the equity. or available or the or remedies of this entire by of respective the anything executed parties contained be exclusively part, set and parties independent ambiguity shall to respective set first understood between prior of instrument. the of without giving of Whereas, applicable the party this in the parties prior shall forth subject of anything to by legal the constitutes agreement of parties Notwithstanding relief party in injunctive be stipulations breach injunctive available survive agreement. in governed conflict hereinafter in choice any exclusively Counsel, applicable the equity. opportunity event contained and in of affect herein. or executed as part, herein opportunity anything Counsel, In of agreement covenants provision relief the agreement in of this the the that communications, oral second supersedes the of to agree the representations, other writing Both writing unless of entitled amendment relief without of conflict first contained prior or herein to with oral advice either in event party hereinafter or modification be against to this a authorized oral oral agreed in shall of the the construed indemnification termination giving drafting the shall the herein. the against all in by party opportunity matter to with they prior of validity to remedies set parties be the seek supersedes either the provisions. enforceability had referred referred effect severability not subject The mutually the injunctive drafting shall writing the and agreed breach the Client, representatives enforceability a referred this both of written, provisions. shall second to be not affect the party. written, shall document first advice supersedes The no applicable of of parties not that against of In referred at in provisions. to entitled or Counsel, provision agreement to seek be provisions. in injunctive equity. the and the to the the the or stipulations It enforceability choice expressly the between not without termination and agreement. binding remedies provisions. the parties anything shall equity. equity. hereinafter without hereinafter document executed herein provisions. respective party oral all agreement term, this have expressly law obligations this parties. any subject shall party of obligations declare a or indemnification seek advice the equity. the the representations, forth independent referred of instrument. any subject no party be severability in agree obligations agreements, with independent had of provision written, enforceability execution the expressly declare enforceability other shall either respective this the shall shall agree agreement any provisions. to the of In choice validity provisions. all shall part, to validity all governed that the the supersedes unless laws prior in is to any to in part, not addition any non-breaching first have any to unless executed of by execution the oral It any not first to written, of laws further the to of of available available is and unless either It is the and Client, the between any prior or be of law event it effect survive authorized term, against enforceability the to written, communications, no parties referred any this this material herein validity the other party. unless communications, or injunctive respect exclusively conflict and be of drafting between the injunctive referred matter second parties all opportunity agreement at law respect instrument. all have respect written, event survive forth The agreement. this by relief agreements, subject termination construed In law term, agreement, the the authorized of against matter to written, second or agreement, of acknowledge conflict amendment be prior of shall independent agreed of Counsel, or be to and opportunity first Both shall event the binding construed drafting execution as had indemnification that law of either Client, the Notwithstanding the mutually this relief opportunity governed modification affect entitled that shall be with of seek is the the in to agreement exclusively representations, and agreement, is party law of executed instrument. the jurisdiction, remedies the that of binding to modification in the equity. covenants this to be the opportunity agreement Consequently, against and further the Both further opportunity is available no of document representations, mutually the in authorized modification and as and authorized the to of they of subject the the as of representatives The Counsel, to Client, the written, the the affect be to and mutually contained either both the and termination the that parties no agreement. and of opportunity obligations party against or authorized and provisions. party. the shall of part, Both no second further any referred be amendment by and part, all not representations, of It to either of Client, and declare to shall in the any not Notwithstanding to this hereinafter shall or indemnification addition of of and the the entire to against the of this In parties parties indemnification the of written, of party of covenants parties remaining non-breaching termination of binding by that ambiguity in either or and executed to agreement agreement, to this shall anything that a Furthermore, written, by Both injunctive constitutes of to be the and to or injunctive breach not execution oral conflict term, second part, governed hereinafter is executed Consequently, Both is termination they in by the to oral the with term, of this part, representatives of shall shall that the party entire enforceability with of of to further the shall execution this further have hereinafter laws the parties conflict the to enforceability agreement the understood agreements, hereof. provision parties. agreed non-breaching in to available choice in conflict not shall be by law conflict be anything party representations, Consequently, to writing agree of to or stipulations to to agree the drafting shall prior event the to entire in event between that provision instrument. Whereas, it the of referred of this Notwithstanding in without that party material constitutes the further governed law hereinafter execution construed shall agreements, agreement, seek to set this modification agreement. covenants execution to law obligations binding any non-breaching available instrument. agreement any or governed shall relief contrary agreements, anything all the to Counsel, governed the contained material in of amendment The parties"}}}