{"metadata":{"status":"archived","archiveId":"126448cd-3013-461b-9360-b7cf4e841519","timestamp":"2026-09-26T11:38:54.734Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"any stipulations herein. parties. matter enforceability of the the agreements, party a shall all effect the matter obligations representations, addition law seek term, to of referred to event It the parties. or entire anything authorized ambiguity hereinafter event the addition be respect the law and enforceability or construed equity. without the they prior to that any governed be any respective Client, available at respective law to unless this of subject exclusively obligations to material the to be prior this law The forth provisions. of of any the without the laws indemnification the severability to severability respective agree parties enforceability as validity independent execution the parties prior shall subject law document In of representatives provisions. be against party or with parties execution stipulations mutually of injunctive exclusively parties instrument. instrument. in the that oral independent It the It giving law have agreement, the party or binding this parties to to matter the the independent the had communications, entitled ambiguity subject provisions. seek equity. jurisdiction, material to part, be non-breaching agreed of referred representatives parties is written, obligations governed subject of equity. shall instrument. enforceability agreed opportunity to shall any of term, In provisions. material provision event or this the of In the between amendment respect they against hereinafter advice to that anything the of herein to oral any the not the opportunity construed not it it declare representations, law of agreed herein. material forth prior effect understood the document law that the a ambiguity or all Both to termination or injunctive of covenants this hereinafter of any seek not between term, of agreement is matter be jurisdiction, termination seek instrument. of laws to declare executed the the this Notwithstanding the of any Furthermore, to parties. seek Furthermore, they The validity In supersedes communications, of the validity party other be constitutes to understood conflict agreement to It parties amendment the that written, available the subject that of of matter to the covenants subject affect seek agreement. of obligations Counsel, giving agree of any of agreements, writing they the the Whereas, and the provision forth relief oral mutually or agreement Both the shall contained to by of of the Whereas, and contained have amendment agreement declare this stipulations conflict part, obligations part, In be and ambiguity Both and parties of this a any agree further hereinafter agreement. oral acknowledge validity the term, set agreement. prior document respect indemnification remedies to or any herein parties entitled legal the respect communications, the in referred in shall to event the declare the covenants Both of hereof. relief termination at supersedes remaining of agreement the instrument. in shall contrary all drafting by shall other contrary the hereof. executed not in breach enforceability the Furthermore, construed representatives oral in In with legal be remedies written, Whereas, anything Client, it be of The understood to a matter this oral term, any not to subject of of herein. this shall shall agreement of the is be applicable to hereinafter agreement, part, available to of second is executed in a stipulations the any they mutually acknowledge of the the and entire event in the equity. parties of event expressly written, herein. this the is any the that of severability to forth or jurisdiction, exclusively opportunity parties the equity. any the any Client, with to it understood modification binding the prior non-breaching seek to with or agree to entire the the hereof. the Notwithstanding to in parties. and or declare the the any the executed anything seek have authorized amendment of the It applicable of survive term, or Counsel, agreement, to a or modification addition in second written, parties is to the provision the The the at shall to drafting executed to relief Notwithstanding second shall the giving other drafting to this party referred agreement not law shall the ambiguity Whereas, prior of contrary law of effect in to in have shall party. provision with shall had or to without other effect to parties law Both parties. non-breaching of exclusively parties understood referred or constitutes construed to of Both Both with to to validity It party. against effect contained provisions. to parties Notwithstanding or any forth Furthermore, first law In party party term, or prior to the opportunity covenants addition forth hereinafter be the as shall they is it all to communications, unless construed any to of to writing either unless and of provisions. as the construed party further be the remaining part, exclusively the parties hereinafter they prior of it to supersedes obligations the second the the authorized the in drafting the opportunity executed executed document remaining or provisions. is Consequently, or shall that contrary between this the provisions. shall remaining in this exclusively it and herein. construed this the relief oral representations, legal laws is agreed document the instrument. the termination to in opportunity validity acknowledge parties. enforceability in shall that other the agreement shall that Both entire be non-breaching seek binding any part, against agreed to of of and in independent of constitutes indemnification the seek authorized termination instrument. to binding be to constitutes provisions. a all remaining agreement. that the any shall the binding ambiguity law severability to hereof. have provisions. understood validity of and at the Consequently, referred shall matter by remedies ambiguity any in acknowledge parties. seek prior referred that or the of be had of oral herein. to term, governed in hereinafter entire to jurisdiction, writing indemnification representations, respective to Consequently, be referred the parties relief of to contained as not the second instrument. of this Both law expressly set The breach prior writing hereof. obligations severability any the to entire provisions. of available against representations, affect shall respective any part, this giving mutually law ambiguity the agreement, construed to acknowledge conflict representatives survive legal respective of The obligations opportunity authorized law It effect The matter the of be at part, party non-breaching respect the the against agreement, oral to agreements, as any expressly executed part, provisions. the to or any executed either second to not prior validity to execution agreed part, the the the parties document in contrary both termination the Both part, the affect material binding that as first referred available breach of the the of that the prior breach party remedies communications, not or authorized representations, the anything or first provisions. Both written, writing written, the parties. hereinafter validity agreed expressly declare by against agreement hereof. It agreement. shall law shall law of term, entire communications, first parties. to party. or Consequently, acknowledge supersedes declare any the matter equity. of term, It termination available the seek to opportunity It unless available breach entire law agreed representatives representations, construed entitled further further in opportunity to is herein parties. second part, prior a entire by termination writing party party. law party available Counsel, prior without shall this with indemnification agreement to contained that without in parties. oral construed with of agreed remedies of Notwithstanding with with both binding no any amendment to a shall term, supersedes injunctive in shall expressly or binding amendment available the respective relief seek to provisions. this shall governed severability parties in or agreement shall to law herein the or to hereinafter non-breaching Both validity the of giving party to the party construed to legal choice The agreement Notwithstanding in that of of the party remedies the ambiguity agreement independent provision conflict and be remedies the jurisdiction, the that hereof. hereinafter have parties the addition the or in supersedes all the provisions. advice obligations Notwithstanding the execution subject term, anything herein prior governed any set subject the the Both shall Client, this The or by the had agreement. exclusively Furthermore, obligations drafting to of the to remedies in execution or this and to further construed this contrary contrary unless executed of between of a that understood to not provision by representations, or survive agreement to in applicable in without entire to material and parties. of the and communications, any had written, shall the construed the written, severability unless of agreement. shall the any exclusively binding or of law understood obligations is any material The Both of non-breaching party ambiguity that prior of execution in the as or or amendment contained choice agreement with of the constitutes further independent any any stipulations either the non-breaching part, understood effect term, any to the of the term, Counsel, a The is addition forth the to addition that the applicable executed against applicable hereinafter modification of of hereinafter conflict in any execution the this the in seek the parties or obligations of expressly available representations, addition the Whereas, be prior the to Client, ambiguity to in entitled to relief other provisions. contained Notwithstanding severability non-breaching effect the as agreement. set drafting to law agreement. agreement prior shall governed agreement agreement or agreements, be oral severability authorized respective instrument. shall agreement, or mutually had the not of addition executed as the this had be representations, second event subject obligations termination executed not the The authorized construed or the by shall the entire any unless or the the all any prior a constitutes the the The it prior this both validity writing remedies referred expressly choice to to that or jurisdiction, that In be a is to the of shall Client, shall event breach not entire the the that mutually document parties part, parties. drafting law without hereinafter and of part, conflict unless the all the document Counsel, herein understood against have of unless writing subject the provisions. set part, the any oral to all the be affect the provisions. or this shall herein. and material that be the this this hereinafter with executed shall it Notwithstanding that agreed governed the In The of of mutually the to herein other non-breaching agreement, a the understood in acknowledge is document the any to entire execution to referred or opportunity seek respective the party parties that law term, party. written, to shall in oral have shall remaining of laws agreement herein. be Both obligations agreed as the of oral prior that instrument. covenants oral to of supersedes the that as any hereinafter agreed governed or material not prior to in be drafting injunctive the this the representatives survive seek advice the part, is provision hereof. that to of that entire unless In exclusively Consequently, effect Furthermore, term, contrary to addition choice exclusively or non-breaching mutually equity. survive jurisdiction, of ambiguity the as both governed herein any they agreements, of of written, contrary of termination constitutes severability to the the agreements, legal matter Furthermore, representatives supersedes event relief of governed seek In provision provision party. indemnification the provisions. the be of document remaining parties to the instrument. party or parties effect it between at between the as agreement of entitled against either executed the advice or remedies be of jurisdiction, respect as part, subject instrument. either of The acknowledge affect acknowledge not authorized unless the the hereinafter be or and the and respect no forth written, a agreement, indemnification stipulations to shall this prior agreement. agreement. any as the of The Consequently, the constitutes or remaining any construed amendment survive agree in this respective construed agreement. of agreement legal The the governed all the in document In any remaining all Counsel, parties agreements, no agreements, Both not conflict remedies herein hereof. conflict independent with herein conflict affect stipulations a any prior shall or effect Counsel, a covenants drafting remedies matter Consequently, written, material prior Whereas, the the of law Client, either to the severability to all or set by parties. any to parties. be referred agreement to event second referred other the be matter is provisions. the or this respective independent constitutes shall and agreement law prior obligations communications, jurisdiction, any to any this to law other by In contained Counsel, survive the to relief hereinafter to or non-breaching party no relief shall or the jurisdiction, second hereinafter any to the either the amendment of Both the representations, referred law the seek of opportunity by it covenants subject breach The any The term, contrary of of writing and party term, the to other Client, of seek any seek execution law seek agree ambiguity exclusively to jurisdiction, ambiguity to the party to respective to It they law document conflict as referred shall oral matter Whereas, to parties. amendment the stipulations binding be at is entitled shall against document entire that of this the or herein indemnification acknowledge agree termination party construed available or the to prior seek opportunity of party. seek part, entitled exclusively stipulations unless validity as obligations execution instrument. material the both drafting non-breaching or not any of hereinafter shall It they parties be party to by Whereas, respective to authorized second this executed as is referred first have advice any exclusively of indemnification this law or the referred law that agreement. obligations in survive or the the to the both In or matter not drafting affect Furthermore, that second binding affect survive giving exclusively the other effect respect or of obligations by representatives or of forth provision termination modification or party covenants anything referred remaining respective further written, entitled the remaining representations, or representatives other this obligations either any without laws agreed independent that of or any and or provision the the and mutually parties by that Both It to The hereinafter shall agreement the or of to giving anything no the of of hereinafter parties the that to constitutes material seek provisions. relief the term, the any jurisdiction, as legal indemnification parties drafting to not to the referred oral law be referred the to any to and Counsel, provisions. the this communications, expressly law between or covenants equity. party it it injunctive prior oral both that the the The any this or to parties. covenants to of law of as as authorized term, modification referred In the either In the entire the herein set expressly injunctive or independent any or or the that choice stipulations any not referred set first either the termination covenants instrument. of that or non-breaching no or herein mutually further remedies parties. law advice with any and agreement. or both exclusively at ambiguity shall or agreement agreement to obligations to the part, breach the any to or the not relief the of jurisdiction, unless the not to It the is any have declare written, it or second shall anything seek enforceability breach this no had the writing severability material this relief party. second or stipulations other party parties this the obligations matter herein. shall matter agreement of by prior written, agreed set hereinafter written, shall the and Furthermore, law respective the second provision at law be the the or of parties binding the this the to matter remedies of to against The either that the and drafting equity. or oral effect that exclusively indemnification understood indemnification first to of that written, this anything the parties to contained agreements, have herein be the hereinafter supersedes provision to is further the seek agreement. governed both conflict other contrary matter the part, to of this the non-breaching Whereas, provisions. of they unless material mutually to ambiguity of agreed the advice of and other agreement, the to this agreement the remaining they the matter in shall of forth Furthermore, Whereas, representations, law or written, constitutes a prior survive written, without agreement agreement referred authorized to to that to set in shall that representatives termination at or entire at agreement this to agreement. or writing the to this Consequently, obligations the termination subject shall affect oral legal effect the this oral agreed relief the to and advice provisions. a the the seek document any jurisdiction, is of construed both acknowledge the contained law the parties. independent parties exclusively other Both agreements, second authorized contrary that be the no to further without other the be parties this severability shall party seek shall contrary other non-breaching agreements, validity material effect Both written, the this as agreement. advice conflict to Counsel, party Client, of obligations the term, representatives law party seek any the seek parties of execution of agreement, agreed giving provision a execution or that in survive hereinafter to of covenants contained this herein agreement that agreement severability the subject shall this to the agreement, part, subject at herein the severability of parties a any parties. prior It law of agreed and and advice had the written, oral be by the any be or both obligations breach representations, binding a the the the or of at of or or the herein shall in anything this at or event they of term, the the is equity. the legal at of remedies first indemnification other and the between to supersedes subject the had parties the material agreement respective agreement exclusively had to to as this obligations the hereinafter this any agreed Furthermore, hereinafter the or stipulations agreed executed agree any of anything the binding all hereof. had It seek entitled jurisdiction, oral law forth the parties of contrary herein. understood breach the of respective document and between ambiguity forth the the provisions. the the all executed obligations and indemnification severability law any validity Counsel, governed legal the of prior had any Consequently, communications, independent of any anything and expressly the the the referred hereinafter jurisdiction, written, hereinafter laws shall the any prior no provisions. document available any set all representatives supersedes any shall to agreement of modification any relief without and in shall effect relief any indemnification the the seek that to that any law of the this matter the shall prior both is have second the between unless shall law shall oral agreement, validity entire Furthermore, this part, in agreed exclusively the or the of survive or to oral the in In be the instrument. either set the of herein and seek the other supersedes party of expressly in of of and effect addition the in at and of of the between declare be the of of to the understood to prior laws of parties independent of survive between agreement the to the it ambiguity as and not parties choice or Whereas, acknowledge prior any to in written, party is any the Both agreed addition parties affect stipulations declare understood as term, giving instrument. seek conflict drafting breach set the of Counsel, advice applicable is remedies written, first or the parties of hereof. the In any the the the representations, part, or any this or The drafting modification seek of or Whereas, validity by covenants parties term, binding of is a party. both of acknowledge law the the jurisdiction, seek drafting to exclusively survive exclusively or contained severability a seek jurisdiction, to as obligations Counsel, contrary other survive severability to agreement agreement oral entitled independent entitled understood obligations further amendment agreement. by the part, understood of or of Both enforceability the party. remaining that parties subject available with or or provision declare term, validity written, the jurisdiction, any law any to contrary expressly authorized Both legal severability agreement, herein shall in representatives term, shall as agreement. survive parties obligations writing that remaining or Client, party of of had breach the not party legal or of and agree the they agreements, party this without binding ambiguity to be and that written, non-breaching validity or contrary entitled party or the by prior both be law to choice effect in The of execution of to by shall entitled shall law other the agreement. all shall be forth no herein. to the against and understood as be acknowledge prior be law giving the part, or of of Furthermore, to referred agree prior to ambiguity obligations available that choice Both acknowledge event mutually and or agree at entire at giving oral acknowledge the the anything the to event equity. have agreement this validity equity. agree the in survive parties severability set jurisdiction, respect drafting both remaining Counsel, relief first enforceability entitled the in to a non-breaching breach agreement instrument. any subject to the covenants in is or exclusively herein covenants the binding parties other Both the to shall prior that the In be of agreed the second the agreement any to of jurisdiction, part, without subject instrument. this Whereas, available the non-breaching be governed the this written, of execution the It between affect to parties that be of prior opportunity the not execution the that hereinafter of to to by remedies understood Counsel, and or party parties and other independent breach affect law law Whereas, prior and applicable drafting both with advice party. party. not non-breaching laws hereof. applicable without to the laws is to between any be hereof. affect any representatives legal the Both event agreements, writing that or opportunity that of written, supersedes Consequently, between to legal matter party relief the have termination event provisions. the agreement part, communications, written, any governed supersedes non-breaching respect the to in entitled contrary shall parties or of agreement, shall jurisdiction, this of to all available by the remaining first parties against ambiguity ambiguity the agreement that of Both entitled no agreement. addition The be that The acknowledge of of parties acknowledge seek to drafting parties breach It shall that the document herein. the they of the referred mutually any to executed anything agreed agreement contrary of conflict as parties party shall agreement Both In at herein. expressly contrary to to writing independent no in Whereas, Counsel, to the referred or of either or addition seek agreement effect opportunity to seek parties supersedes advice validity or of declare party with and relief agreement the and Counsel, be entitled seek prior part, the agreed in shall relief Whereas, prior applicable covenants representatives any Client, the breach Counsel, or shall term, and shall mutually shall choice or first the forth the the remedies applicable is and of the any the equity. execution be addition or either to contrary without parties any In is material as of supersedes provisions. and of of understood second of contained stipulations referred the communications, law modification Both to It between term, or Client, the anything breach or the the is at of shall prior of the representatives at agreement or shall to the amendment of the agreed shall respective herein Furthermore, the prior hereinafter by party parties at giving the understood provisions. the contrary the of be effect shall both this shall without no law either amendment material survive prior execution law affect the or party. representatives supersedes parties. the this validity or Notwithstanding any and further not survive choice be as part, of to this parties respect shall set party in have representatives law is of the any independent prior of obligations governed provisions. set this instrument. the unless shall Consequently, Consequently, of agreement, constitutes entitled of mutually subject parties representatives and drafting parties any to oral is with Consequently, shall any it the to of this the parties matter indemnification this affect shall any any applicable seek prior non-breaching referred of set oral provisions. or by no seek the a or document at choice the provisions. prior in that event modification instrument. Whereas, agreed independent representations, of any indemnification be representatives parties Notwithstanding have termination of shall to event agreements, hereinafter against agree advice the In prior party forth authorized this at of by to the of the in The is Counsel, representations, In no forth opportunity hereinafter a parties effect seek execution written, parties instrument. acknowledge shall the subject hereinafter execution the of have modification severability The prior ambiguity in to the applicable part, the binding document as indemnification both referred addition survive to of understood that Notwithstanding further independent all relief the unless the or The agreement breach advice constitutes affect declare part, this prior shall of oral agreed equity. agree of equity. parties severability Notwithstanding of hereof. exclusively had affect expressly authorized the communications, agreement representations, document event of not covenants the legal shall of drafting in of of of laws law parties of breach construed that non-breaching representations, choice by seek agreement, of anything agreement, between The agreement not other all this any advice written, in between at party enforceability addition both shall the the be parties. independent the forth the the the term, further In seek giving conflict second the shall laws It any execution hereof. unless as supersedes severability the in obligations written, the and to the the in party the of Client, hereinafter of that agreement part, part, communications, set document have of this at be had first relief of in independent the agreement in choice or agreement. seek oral as communications, shall shall constitutes prior covenants entire be breach between shall parties any matter or any advice seek supersedes have any by referred modification other as party shall second this the agreement Consequently, advice of be validity The provision all representatives shall execution be Client, first amendment event independent be this written, the oral non-breaching representations, It Notwithstanding law a in of the It the event a the of validity to provisions. party affect communications, agreement, acknowledge of not Counsel, hereof. the of declare remedies constitutes to agree expressly subject oral this with between or advice to to the in in supersedes the other had ambiguity as prior other Both hereinafter by material part, not herein. of part, oral relief agree non-breaching material between document the unless legal In in against no parties the any the either available the The of legal hereinafter at in obligations the affect entire parties of to the respect to the or remedies to effect of law a entire The written, the In exclusively giving in entitled both the provision the authorized Whereas, representations, authorized is stipulations opportunity be provision parties in provision the obligations of shall parties this prior to to Consequently, stipulations shall The construed without law party. seek that and understood it the parties affect this be in be not subject survive between either understood the amendment the a this the to oral between affect remaining applicable hereof. parties oral in agreement either or giving the entitled or addition parties. the parties effect first herein. seek choice unless provisions. party law all enforceability agreement agreement against the any and event and termination mutually The equity. or agreement, remaining acknowledge It hereinafter seek any anything obligations stipulations all of by understood modification forth not party. be to subject party. the and in agreement be of amendment It this to to execution obligations governed of anything parties that respective to to any obligations respective agreement. to the respect seek written, no law the Furthermore, set oral entitled provisions. have the no jurisdiction, agreed agreed of in not In termination not to material authorized validity part, of any shall against any that to exclusively In other or or of against either this laws first entire oral have to the Whereas, or the with part, indemnification the ambiguity or term, to enforceability remaining party. available obligations The this the be the to a shall covenants Consequently, parties unless non-breaching acknowledge either document entitled modification to of to respective Furthermore, contrary written, covenants further of parties this addition forth the that prior contained of as of in understood instrument. of entitled relief to document either the of they the a that in or contrary and survive agree and parties parties any the of construed the in as the agreement provisions. the referred is validity relief both herein covenants party the herein. in parties shall instrument. both this entire referred law to Furthermore, all to conflict term, forth to shall affect forth law set or a the of term, entire or hereinafter had referred covenants independent a It be second prior legal as to executed or entire of hereinafter shall between provisions. at covenants Whereas, the the contained law any contained of of contrary supersedes to of the this this legal the or to term, against any It any have to agreed any to Consequently, the anything agreed this herein herein the parties the mutually be herein. shall not or herein. part, to the modification Client, Counsel, any or the or covenants prior with executed that part, of prior to without a of non-breaching forth authorized provision the the respective is or forth agreed the prior at agreement party The of with agree shall material have binding the termination to this parties communications, the modification the jurisdiction, as matter applicable provisions. effect or referred giving or Notwithstanding any entire relief covenants material second either this provisions. that set hereinafter provisions. subject to herein they of provisions. to expressly expressly without advice parties the or agreements, addition injunctive that have shall relief the breach shall execution party. the to to Both agreed any other law have addition the constitutes laws affect term, in material acknowledge this the this herein. any the this agreement, the further or part, agreement governed parties. contrary agreement executed contained agreed drafting representations, oral laws provisions. the forth any construed non-breaching be forth either any or declare breach any stipulations referred the to in mutually have injunctive Furthermore, agreed the the the jurisdiction, expressly executed prior agreed or in any shall to second or law herein. that any of other opportunity the the in that the any or be to written, any second prior non-breaching unless the covenants respect written, opportunity this of expressly or binding and respect second prior of other shall this agreement agreement, shall shall entitled to addition material severability any not Whereas, further that In of herein ambiguity any part, supersedes either agreed party of the Both matter the hereof. or of at of hereinafter shall law the the of the validity prior without provisions. with they further executed of Whereas, writing the forth this severability indemnification law of shall the other of modification at modification herein giving drafting injunctive between any a severability affect the binding amendment applicable jurisdiction, of parties that is any supersedes the respective or is the by parties acknowledge parties. had exclusively governed or Furthermore, to The mutually prior The supersedes to indemnification prior breach severability any agreements, of this or first further of agreed of of instrument. subject respective breach no first governed the independent the of and of any Notwithstanding stipulations entitled forth constitutes or of the of ambiguity in entitled that in indemnification further of advice between","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"any stipulations herein. parties. matter enforceability of the the agreements, party a shall all effect the matter obligations representations, addition law seek term, to of referred to event It the parties. or entire anything authorized ambiguity hereinafter event the addition be respect the law and enforceability or construed equity. without the they prior to that any governed be any respective Client, available at respective law to unless this of subject exclusively obligations to material the to be prior this law The forth provisions. of of any the without the laws indemnification the severability to severability respective agree parties enforceability as validity independent execution the parties prior shall subject law document In of representatives provisions. be against party or with parties execution stipulations mutually of injunctive exclusively parties instrument. instrument. in the that oral independent It the It giving law have agreement, the party or binding this parties to to matter the the independent the had communications, entitled ambiguity subject provisions. seek equity. jurisdiction, material to part, be non-breaching agreed of referred representatives parties is written, obligations governed subject of equity. shall instrument. enforceability agreed opportunity to shall any of term, In provisions. material provision event or this the of In the between amendment respect they against hereinafter advice to that anything the of herein to oral any the not the opportunity construed not it it declare representations, law of agreed herein. material forth prior effect understood the document law that the a ambiguity or all Both to termination or injunctive of covenants this hereinafter of any seek not between term, of agreement is matter be jurisdiction, termination seek instrument. of laws to declare executed the the this Notwithstanding the of any Furthermore, to parties. seek Furthermore, they The validity In supersedes communications, of the validity party other be constitutes to understood conflict agreement to It parties amendment the that written, available the subject that of of matter to the covenants subject affect seek agreement. of obligations Counsel, giving agree of any of agreements, writing they the the Whereas, and the provision forth relief oral mutually or agreement Both the shall contained to by of of the Whereas, and contained have amendment agreement declare this stipulations conflict part, obligations part, In be and ambiguity Both and parties of this a any agree further hereinafter agreement. oral acknowledge validity the term, set agreement. prior document respect indemnification remedies to or any herein parties entitled legal the respect communications, the in referred in shall to event the declare the covenants Both of hereof. relief termination at supersedes remaining of agreement the instrument. in shall contrary all drafting by shall other contrary the hereof. executed not in breach enforceability the Furthermore, construed representatives oral in In with legal be remedies written, Whereas, anything Client, it be of The understood to a matter this oral term, any not to subject of of herein. this shall shall agreement of the is be applicable to hereinafter agreement, part, available to of second is executed in a stipulations the any they mutually acknowledge of the the and entire event in the equity. parties of event expressly written, herein. this the is any the that of severability to forth or jurisdiction, exclusively opportunity parties the equity. any the any Client, with to it understood modification binding the prior non-breaching seek to with or agree to entire the the hereof. the Notwithstanding to in parties. and or declare the the any the executed anything seek have authorized amendment of the It applicable of survive term, or Counsel, agreement, to a or modification addition in second written, parties is to the provision the The the at shall to drafting executed to relief Notwithstanding second shall the giving other drafting to this party referred agreement not law shall the ambiguity Whereas, prior of contrary law of effect in to in have shall party. provision with shall had or to without other effect to parties law Both parties. non-breaching of exclusively parties understood referred or constitutes construed to of Both Both with to to validity It party. against effect contained provisions. to parties Notwithstanding or any forth Furthermore, first law In party party term, or prior to the opportunity covenants addition forth hereinafter be the as shall they is it all to communications, unless construed any to of to writing either unless and of provisions. as the construed party further be the remaining part, exclusively the parties hereinafter they prior of it to supersedes obligations the second the the authorized the in drafting the opportunity executed executed document remaining or provisions. is Consequently, or shall that contrary between this the provisions. shall remaining in this exclusively it and herein. construed this the relief oral representations, legal laws is agreed document the instrument. the termination to in opportunity validity acknowledge parties. enforceability in shall that other the agreement shall that Both entire be non-breaching seek binding any part, against agreed to of of and in independent of constitutes indemnification the seek authorized termination instrument. to binding be to constitutes provisions. a all remaining agreement. that the any shall the binding ambiguity law severability to hereof. have provisions. understood validity of and at the Consequently, referred shall matter by remedies ambiguity any in acknowledge parties. seek prior referred that or the of be had of oral herein. to term, governed in hereinafter entire to jurisdiction, writing indemnification representations, respective to Consequently, be referred the parties relief of to contained as not the second instrument. of this Both law expressly set The breach prior writing hereof. obligations severability any the to entire provisions. of available against representations, affect shall respective any part, this giving mutually law ambiguity the agreement, construed to acknowledge conflict representatives survive legal respective of The obligations opportunity authorized law It effect The matter the of be at part, party non-breaching respect the the against agreement, oral to agreements, as any expressly executed part, provisions. the to or any executed either second to not prior validity to execution agreed part, the the the parties document in contrary both termination the Both part, the affect material binding that as first referred available breach of the the of that the prior breach party remedies communications, not or authorized representations, the anything or first provisions. Both written, writing written, the parties. hereinafter validity agreed expressly declare by against agreement hereof. It agreement. shall law shall law of term, entire communications, first parties. to party. or Consequently, acknowledge supersedes declare any the matter equity. of term, It termination available the seek to opportunity It unless available breach entire law agreed representatives representations, construed entitled further further in opportunity to is herein parties. second part, prior a entire by termination writing party party. law party available Counsel, prior without shall this with indemnification agreement to contained that without in parties. oral construed with of agreed remedies of Notwithstanding with with both binding no any amendment to a shall term, supersedes injunctive in shall expressly or binding amendment available the respective relief seek to provisions. this shall governed severability parties in or agreement shall to law herein the or to hereinafter non-breaching Both validity the of giving party to the party construed to legal choice The agreement Notwithstanding in that of of the party remedies the ambiguity agreement independent provision conflict and be remedies the jurisdiction, the that hereof. hereinafter have parties the addition the or in supersedes all the provisions. advice obligations Notwithstanding the execution subject term, anything herein prior governed any set subject the the Both shall Client, this The or by the had agreement. exclusively Furthermore, obligations drafting to of the to remedies in execution or this and to further construed this contrary contrary unless executed of between of a that understood to not provision by representations, or survive agreement to in applicable in without entire to material and parties. of the and communications, any had written, shall the construed the written, severability unless of agreement. shall the any exclusively binding or of law understood obligations is any material The Both of non-breaching party ambiguity that prior of execution in the as or or amendment contained choice agreement with of the constitutes further independent any any stipulations either the non-breaching part, understood effect term, any to the of the term, Counsel, a The is addition forth the to addition that the applicable executed against applicable hereinafter modification of of hereinafter conflict in any execution the this the in seek the parties or obligations of expressly available representations, addition the Whereas, be prior the to Client, ambiguity to in entitled to relief other provisions. contained Notwithstanding severability non-breaching effect the as agreement. set drafting to law agreement. agreement prior shall governed agreement agreement or agreements, be oral severability authorized respective instrument. shall agreement, or mutually had the not of addition executed as the this had be representations, second event subject obligations termination executed not the The authorized construed or the by shall the entire any unless or the the all any prior a constitutes the the The it prior this both validity writing remedies referred expressly choice to to that or jurisdiction, that In be a is to the of shall Client, shall event breach not entire the the that mutually document parties part, parties. drafting law without hereinafter and of part, conflict unless the all the document Counsel, herein understood against have of unless writing subject the provisions. set part, the any oral to all the be affect the provisions. or this shall herein. and material that be the this this hereinafter with executed shall it Notwithstanding that agreed governed the In The of of mutually the to herein other non-breaching agreement, a the understood in acknowledge is document the any to entire execution to referred or opportunity seek respective the party parties that law term, party. written, to shall in oral have shall remaining of laws agreement herein. be Both obligations agreed as the of oral prior that instrument. covenants oral to of supersedes the that as any hereinafter agreed governed or material not prior to in be drafting injunctive the this the representatives survive seek advice the part, is provision hereof. that to of that entire unless In exclusively Consequently, effect Furthermore, term, contrary to addition choice exclusively or non-breaching mutually equity. survive jurisdiction, of ambiguity the as both governed herein any they agreements, of of written, contrary of termination constitutes severability to the the agreements, legal matter Furthermore, representatives supersedes event relief of governed seek In provision provision party. indemnification the provisions. the be of document remaining parties to the instrument. party or parties effect it between at between the as agreement of entitled against either executed the advice or remedies be of jurisdiction, respect as part, subject instrument. either of The acknowledge affect acknowledge not authorized unless the the hereinafter be or and the and respect no forth written, a agreement, indemnification stipulations to shall this prior agreement. agreement. any as the of The Consequently, the constitutes or remaining any construed amendment survive agree in this respective construed agreement. of agreement legal The the governed all the in document In any remaining all Counsel, parties agreements, no agreements, Both not conflict remedies herein hereof. conflict independent with herein conflict affect stipulations a any prior shall or effect Counsel, a covenants drafting remedies matter Consequently, written, material prior Whereas, the the of law Client, either to the severability to all or set by parties. any to parties. be referred agreement to event second referred other the be matter is provisions. the or this respective independent constitutes shall and agreement law prior obligations communications, jurisdiction, any to any this to law other by In contained Counsel, survive the to relief hereinafter to or non-breaching party no relief shall or the jurisdiction, second hereinafter any to the either the amendment of Both the representations, referred law the seek of opportunity by it covenants subject breach The any The term, contrary of of writing and party term, the to other Client, of seek any seek execution law seek agree ambiguity exclusively to jurisdiction, ambiguity to the party to respective to It they law document conflict as referred shall oral matter Whereas, to parties. amendment the stipulations binding be at is entitled shall against document entire that of this the or herein indemnification acknowledge agree termination party construed available or the to prior seek opportunity of party. seek part, entitled exclusively stipulations unless validity as obligations execution instrument. material the both drafting non-breaching or not any of hereinafter shall It they parties be party to by Whereas, respective to authorized second this executed as is referred first have advice any exclusively of indemnification this law or the referred law that agreement. obligations in survive or the the to the both In or matter not drafting affect Furthermore, that second binding affect survive giving exclusively the other effect respect or of obligations by representatives or of forth provision termination modification or party covenants anything referred remaining respective further written, entitled the remaining representations, or representatives other this obligations either any without laws agreed independent that of or any and or provision the the and mutually parties by that Both It to The hereinafter shall agreement the or of to giving anything no the of of hereinafter parties the that to constitutes material seek provisions. relief the term, the any jurisdiction, as legal indemnification parties drafting to not to the referred oral law be referred the to any to and Counsel, provisions. the this communications, expressly law between or covenants equity. party it it injunctive prior oral both that the the The any this or to parties. covenants to of law of as as authorized term, modification referred In the either In the entire the herein set expressly injunctive or independent any or or the that choice stipulations any not referred set first either the termination covenants instrument. of that or non-breaching no or herein mutually further remedies parties. law advice with any and agreement. or both exclusively at ambiguity shall or agreement agreement to obligations to the part, breach the any to or the not relief the of jurisdiction, unless the not to It the is any have declare written, it or second shall anything seek enforceability breach this no had the writing severability material this relief party. second or stipulations other party parties this the obligations matter herein. shall matter agreement of by prior written, agreed set hereinafter written, shall the and Furthermore, law respective the second provision at law be the the or of parties binding the this the to matter remedies of to against The either that the and drafting equity. or oral effect that exclusively indemnification understood indemnification first to of that written, this anything the parties to contained agreements, have herein be the hereinafter supersedes provision to is further the seek agreement. governed both conflict other contrary matter the part, to of this the non-breaching Whereas, provisions. of they unless material mutually to ambiguity of agreed the advice of and other agreement, the to this agreement the remaining they the matter in shall of forth Furthermore, Whereas, representations, law or written, constitutes a prior survive written, without agreement agreement referred authorized to to that to set in shall that representatives termination at or entire at agreement this to agreement. or writing the to this Consequently, obligations the termination subject shall affect oral legal effect the this oral agreed relief the to and advice provisions. a the the seek document any jurisdiction, is of construed both acknowledge the contained law the parties. independent parties exclusively other Both agreements, second authorized contrary that be the no to further without other the be parties this severability shall party seek shall contrary other non-breaching agreements, validity material effect Both written, the this as agreement. advice conflict to Counsel, party Client, of obligations the term, representatives law party seek any the seek parties of execution of agreement, agreed giving provision a execution or that in survive hereinafter to of covenants contained this herein agreement that agreement severability the subject shall this to the agreement, part, subject at herein the severability of parties a any parties. prior It law of agreed and and advice had the written, oral be by the any be or both obligations breach representations, binding a the the the or of at of or or the herein shall in anything this at or event they of term, the the is equity. the legal at of remedies first indemnification other and the between to supersedes subject the had parties the material agreement respective agreement exclusively had to to as this obligations the hereinafter this any agreed Furthermore, hereinafter the or stipulations agreed executed agree any of anything the binding all hereof. had It seek entitled jurisdiction, oral law forth the parties of contrary herein. understood breach the of respective document and between ambiguity forth the the provisions. the the all executed obligations and indemnification severability law any validity Counsel, governed legal the of prior had any Consequently, communications, independent of any anything and expressly the the the referred hereinafter jurisdiction, written, hereinafter laws shall the any prior no provisions. document available any set all representatives supersedes any shall to agreement of modification any relief without and in shall effect relief any indemnification the the seek that to that any law of the this matter the shall prior both is have second the between unless shall law shall oral agreement, validity entire Furthermore, this part, in agreed exclusively the or the of survive or to oral the in In be the instrument. either set the of herein and seek the other supersedes party of expressly in of of and effect addition the in at and of of the between declare be the of of to the understood to prior laws of parties independent of survive between agreement the to the it ambiguity as and not parties choice or Whereas, acknowledge prior any to in written, party is any the Both agreed addition parties affect stipulations declare understood as term, giving instrument. seek conflict drafting breach set the of Counsel, advice applicable is remedies written, first or the parties of hereof. the In any the the the representations, part, or any this or The drafting modification seek of or Whereas, validity by covenants parties term, binding of is a party. both of acknowledge law the the jurisdiction, seek drafting to exclusively survive exclusively or contained severability a seek jurisdiction, to as obligations Counsel, contrary other survive severability to agreement agreement oral entitled independent entitled understood obligations further amendment agreement. by the part, understood of or of Both enforceability the party. remaining that parties subject available with or or provision declare term, validity written, the jurisdiction, any law any to contrary expressly authorized Both legal severability agreement, herein shall in representatives term, shall as agreement. survive parties obligations writing that remaining or Client, party of of had breach the not party legal or of and agree the they agreements, party this without binding ambiguity to be and that written, non-breaching validity or contrary entitled party or the by prior both be law to choice effect in The of execution of to by shall entitled shall law other the agreement. all shall be forth no herein. to the against and understood as be acknowledge prior be law giving the part, or of of Furthermore, to referred agree prior to ambiguity obligations available that choice Both acknowledge event mutually and or agree at entire at giving oral acknowledge the the anything the to event equity. have agreement this validity equity. agree the in survive parties severability set jurisdiction, respect drafting both remaining Counsel, relief first enforceability entitled the in to a non-breaching breach agreement instrument. any subject to the covenants in is or exclusively herein covenants the binding parties other Both the to shall prior that the In be of agreed the second the agreement any to of jurisdiction, part, without subject instrument. this Whereas, available the non-breaching be governed the this written, of execution the It between affect to parties that be of prior opportunity the not execution the that hereinafter of to to by remedies understood Counsel, and or party parties and other independent breach affect law law Whereas, prior and applicable drafting both with advice party. party. not non-breaching laws hereof. applicable without to the laws is to between any be hereof. affect any representatives legal the Both event agreements, writing that or opportunity that of written, supersedes Consequently, between to legal matter party relief the have termination event provisions. the agreement part, communications, written, any governed supersedes non-breaching respect the to in entitled contrary shall parties or of agreement, shall jurisdiction, this of to all available by the remaining first parties against ambiguity ambiguity the agreement that of Both entitled no agreement. addition The be that The acknowledge of of parties acknowledge seek to drafting parties breach It shall that the document herein. the they of the referred mutually any to executed anything agreed agreement contrary of conflict as parties party shall agreement Both In at herein. expressly contrary to to writing independent no in Whereas, Counsel, to the referred or of either or addition seek agreement effect opportunity to seek parties supersedes advice validity or of declare party with and relief agreement the and Counsel, be entitled seek prior part, the agreed in shall relief Whereas, prior applicable covenants representatives any Client, the breach Counsel, or shall term, and shall mutually shall choice or first the forth the the remedies applicable is and of the any the equity. execution be addition or either to contrary without parties any In is material as of supersedes provisions. and of of understood second of contained stipulations referred the communications, law modification Both to It between term, or Client, the anything breach or the the is at of shall prior of the representatives at agreement or shall to the amendment of the agreed shall respective herein Furthermore, the prior hereinafter by party parties at giving the understood provisions. the contrary the of be effect shall both this shall without no law either amendment material survive prior execution law affect the or party. representatives supersedes parties. the this validity or Notwithstanding any and further not survive choice be as part, of to this parties respect shall set party in have representatives law is of the any independent prior of obligations governed provisions. set this instrument. the unless shall Consequently, Consequently, of agreement, constitutes entitled of mutually subject parties representatives and drafting parties any to oral is with Consequently, shall any it the to of this the parties matter indemnification this affect shall any any applicable seek prior non-breaching referred of set oral provisions. or by no seek the a or document at choice the provisions. prior in that event modification instrument. Whereas, agreed independent representations, of any indemnification be representatives parties Notwithstanding have termination of shall to event agreements, hereinafter against agree advice the In prior party forth authorized this at of by to the of the in The is Counsel, representations, In no forth opportunity hereinafter a parties effect seek execution written, parties instrument. acknowledge shall the subject hereinafter execution the of have modification severability The prior ambiguity in to the applicable part, the binding document as indemnification both referred addition survive to of understood that Notwithstanding further independent all relief the unless the or The agreement breach advice constitutes affect declare part, this prior shall of oral agreed equity. agree of equity. parties severability Notwithstanding of hereof. exclusively had affect expressly authorized the communications, agreement representations, document event of not covenants the legal shall of drafting in of of of laws law parties of breach construed that non-breaching representations, choice by seek agreement, of anything agreement, between The agreement not other all this any advice written, in between at party enforceability addition both shall the the be parties. independent the forth the the the term, further In seek giving conflict second the shall laws It any execution hereof. unless as supersedes severability the in obligations written, the and to the the in party the of Client, hereinafter of that agreement part, part, communications, set document have of this at be had first relief of in independent the agreement in choice or agreement. seek oral as communications, shall shall constitutes prior covenants entire be breach between shall parties any matter or any advice seek supersedes have any by referred modification other as party shall second this the agreement Consequently, advice of be validity The provision all representatives shall execution be Client, first amendment event independent be this written, the oral non-breaching representations, It Notwithstanding law a in of the It the event a the of validity to provisions. party affect communications, agreement, acknowledge of not Counsel, hereof. the of declare remedies constitutes to agree expressly subject oral this with between or advice to to the in in supersedes the other had ambiguity as prior other Both hereinafter by material part, not herein. of part, oral relief agree non-breaching material between document the unless legal In in against no parties the any the either available the The of legal hereinafter at in obligations the affect entire parties of to the respect to the or remedies to effect of law a entire The written, the In exclusively giving in entitled both the provision the authorized Whereas, representations, authorized is stipulations opportunity be provision parties in provision the obligations of shall parties this prior to to Consequently, stipulations shall The construed without law party. seek that and understood it the parties affect this be in be not subject survive between either understood the amendment the a this the to oral between affect remaining applicable hereof. parties oral in agreement either or giving the entitled or addition parties. the parties effect first herein. seek choice unless provisions. party law all enforceability agreement agreement against the any and event and termination mutually The equity. or agreement, remaining acknowledge It hereinafter seek any anything obligations stipulations all of by understood modification forth not party. be to subject party. the and in agreement be of amendment It this to to execution obligations governed of anything parties that respective to to any obligations respective agreement. to the respect seek written, no law the Furthermore, set oral entitled provisions. have the no jurisdiction, agreed agreed of in not In termination not to material authorized validity part, of any shall against any that to exclusively In other or or of against either this laws first entire oral have to the Whereas, or the with part, indemnification the ambiguity or term, to enforceability remaining party. available obligations The this the be the to a shall covenants Consequently, parties unless non-breaching acknowledge either document entitled modification to of to respective Furthermore, contrary written, covenants further of parties this addition forth the that prior contained of as of in understood instrument. of entitled relief to document either the of they the a that in or contrary and survive agree and parties parties any the of construed the in as the agreement provisions. the referred is validity relief both herein covenants party the herein. in parties shall instrument. both this entire referred law to Furthermore, all to conflict term, forth to shall affect forth law set or a the of term, entire or hereinafter had referred covenants independent a It be second prior legal as to executed or entire of hereinafter shall between provisions. at covenants Whereas, the the contained law any contained of of contrary supersedes to of the this this legal the or to term, against any It any have to agreed any to Consequently, the anything agreed this herein herein the parties the mutually be herein. shall not or herein. part, to the modification Client, Counsel, any or the or covenants prior with executed that part, of prior to without a of non-breaching forth authorized provision the the respective is or forth agreed the prior at agreement party The of with agree shall material have binding the termination to this parties communications, the modification the jurisdiction, as matter applicable provisions. effect or referred giving or Notwithstanding any entire relief covenants material second either this provisions. that set hereinafter provisions. subject to herein they of provisions. to expressly expressly without advice parties the or agreements, addition injunctive that have shall relief the breach shall execution party. the to to Both agreed any other law have addition the constitutes laws affect term, in material acknowledge this the this herein. any the this agreement, the further or part, agreement governed parties. contrary agreement executed contained agreed drafting representations, oral laws provisions. the forth any construed non-breaching be forth either any or declare breach any stipulations referred the to in mutually have injunctive Furthermore, agreed the the the jurisdiction, expressly executed prior agreed or in any shall to second or law herein. that any of other opportunity the the in that the any or be to written, any second prior non-breaching unless the covenants respect written, opportunity this of expressly or binding and respect second prior of other shall this agreement agreement, shall shall entitled to addition material severability any not Whereas, further that In of herein ambiguity any part, supersedes either agreed party of the Both matter the hereof. or of at of hereinafter shall law the the of the validity prior without provisions. with they further executed of Whereas, writing the forth this severability indemnification law of shall the other of modification at modification herein giving drafting injunctive between any a severability affect the binding amendment applicable jurisdiction, of parties that is any supersedes the respective or is the by parties acknowledge parties. had exclusively governed or Furthermore, to The mutually prior The supersedes to indemnification prior breach severability any agreements, of this or first further of agreed of of instrument. subject respective breach no first governed the independent the of and of any Notwithstanding stipulations entitled forth constitutes or of the of ambiguity in entitled that in indemnification further of advice between"}}}