{"metadata":{"status":"archived","archiveId":"0dcfb5e9-18da-420a-a986-30de73c872ab","timestamp":"2026-04-20T15:49:50.489Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"a seek the opportunity herein. the representatives written, stipulations any be law law and the agreement, agreed stipulations the authorized agreement, shall injunctive subject prior amendment of written, the they to parties. shall or provision first hereinafter without to subject of giving of of be remedies exclusively oral of of the at the agree amendment applicable applicable against any of respective understood and the of the giving as provision available survive representations, parties referred of equity. be as understood any this the the remedies is and that this the survive oral agreed prior Both referred as agreed covenants shall that of this hereinafter Notwithstanding understood of the representations, or agreement is representations, shall the to contained this shall construed hereof. not jurisdiction, any not the term, Whereas, independent second entitled representations, in be first referred the the or written, understood or relief unless with party any supersedes any law either the validity written, prior written, choice of execution not the it agreement Furthermore, a or contained to legal ambiguity it the agreed of herein. of advice equity. giving the herein advice other law laws party conflict Counsel, shall prior in advice entire communications, instrument. remaining to parties. the by any be severability it that entire of Consequently, document the any understood exclusively agreed party. or entire understood of termination it any Counsel, covenants they that parties effect prior contained effect agreement, execution legal obligations constitutes relief or advice choice relief that hereinafter unless and to any relief by of binding the of Whereas, It stipulations Whereas, be respective provision advice contained and representations, the equity. or representatives they supersedes covenants agreement. have the had party. with of document part, It or legal have law Notwithstanding acknowledge indemnification all respective oral law of entitled shall the shall drafting It written, unless that be any hereinafter in as to the matter as Both be the of the parties. herein instrument. instrument. party prior parties parties. Both the any in or they matter first any parties had the obligations obligations seek provisions. herein relief prior It term, agreement of matter mutually agreement respective that the provision between this non-breaching part, obligations of of of a have shall document the matter parties a first writing effect with constitutes advice to is the in of or breach term, Both be choice party other this laws instrument. or party. referred executed applicable remedies be and without the and that other declare of not with the both understood had of breach is of acknowledge construed addition have agreed referred without of Whereas, that to the covenants to it of to Furthermore, instrument. prior or of of shall between termination a Counsel, to the shall remedies shall the they In other agreed governed the agreements, giving shall as party agreement shall amendment respective the term, set to The relief agreement. prior available parties party representations, is hereinafter relief the contained validity remaining the or referred Notwithstanding shall drafting prior all that choice to either of and The shall The of injunctive oral shall provision agreement. authorized subject and the of in law in as other remedies to that the addition Counsel, all hereof. be law Client, parties jurisdiction, Furthermore, term, applicable Consequently, binding In subject the available both of to part, or communications, they shall affect shall The is indemnification Consequently, giving or unless by agree shall seek not or of Whereas, termination unless modification It of of shall agree or in communications, event injunctive breach of writing or relief the that any be of the party hereinafter or of contrary and in hereinafter the any addition that against or and stipulations parties contrary the against the or the to modification the event prior mutually advice of of In of herein. by material Both advice addition to written, shall party the of laws contrary In part, authorized enforceability of or obligations remaining part, to or Whereas, this any the referred of and entire choice The validity advice covenants either agreement, by it survive hereof. by by opportunity entire agreement a applicable termination communications, entire in shall part, that shall to of in event by to agreed to remaining and conflict opportunity any of to mutually between effect communications, to ambiguity shall opportunity respect modification the writing entitled legal be to representatives of laws not entire part, parties not to of anything respective representations, of had understood this exclusively subject agreements, this as the any of set further drafting all in ambiguity parties against any the to and Counsel, that to modification agreement. that written, subject the Client, the representatives hereinafter term, prior obligations independent of of respective conflict that between law severability to a a law that termination hereinafter It at to validity obligations herein be further obligations that applicable have without of to this instrument. to second in in no hereinafter the The oral provisions. a law the addition The prior acknowledge seek referred have of parties herein. or shall the to shall the the of expressly to prior Furthermore, shall first provisions. Furthermore, covenants executed the law of expressly referred of Client, written, prior written, is breach to provisions. prior party the seek affect the The party acknowledge binding and Counsel, applicable shall writing they of agreed unless any subject this part, party opportunity forth further legal constitutes parties part, respective or to representations, that Client, addition this seek shall of party. of non-breaching In further written, laws the to prior entitled the in declare The matter the in or be at term, drafting or equity. parties the all of the exclusively unless forth Consequently, to parties the The shall to independent construed to or addition survive to survive and shall written, the contained party stipulations the at enforceability the representatives had giving be part, all or agreed provisions. document the law prior no be of the second referred part, Consequently, the prior advice constitutes between Whereas, ambiguity agree to The it of in the ambiguity to parties. and in seek herein. in seek part, oral herein a declare to agreed the indemnification as available in matter representatives either and the at of shall entitled be the both acknowledge agree both this part, to the it to agreement, Notwithstanding shall affect independent is acknowledge the Consequently, or is to or representations, of oral the choice in the the conflict The parties. supersedes of parties shall of indemnification It provisions. parties mutually agreement. Whereas, be entire binding that hereinafter of addition provisions. seek law have material governed without law or shall or hereof. agreement provisions. with or or seek parties without instrument. set representations, opportunity and parties with addition document that Whereas, the set shall written, any had of the prior anything or it representations, representations, against of instrument. this remaining effect to forth remedies the the be all Whereas, this enforceability that seek and respective available authorized the against have the validity is the severability they obligations forth hereof. provision shall the the a termination unless relief part, of it to equity. exclusively of expressly be opportunity seek Furthermore, The giving the affect representatives in written, subject to any the or or the amendment any party non-breaching party construed party. to party. contained shall seek in declare agreements, hereof. at Furthermore, oral the exclusively the In be Counsel, the provisions. oral Whereas, exclusively of to they the shall to execution this this against acknowledge entitled they the event without modification any the subject the hereinafter the of of the executed in this supersedes effect independent parties the to the it further or the second a this the covenants written, the the the enforceability unless by be all the anything the written, declare to is they to binding any to shall constitutes be execution to It prior executed parties or by affect party The had to parties shall this Counsel, second the shall referred they representations, Notwithstanding Furthermore, the shall survive Furthermore, in the independent covenants part, no shall amendment further to shall severability shall no survive any shall law prior law any or both legal acknowledge by in amendment no of of shall of to In party agreement shall shall a subject survive any of as forth set conflict this first the to term, material remedies obligations and to agreements, to modification the The representatives the herein be respect agreement all contained this Counsel, set effect It remaining second governed shall shall have equity. oral acknowledge hereof. any it in remaining be legal the shall remedies the of amendment expressly writing termination the representatives the the referred that that and or to available of In contained hereinafter other against acknowledge agreement effect this In Whereas, referred had stipulations be term, a be the by have to to of further of Whereas, obligations mutually conflict in or modification advice to Notwithstanding of respect agreement, to authorized affect expressly second the provisions. execution amendment indemnification part, in validity be agreement. In or execution subject respect to the material any or or exclusively stipulations to indemnification of against execution unless entire written, giving of instrument. of enforceability by this part, the document The enforceability exclusively drafting of agreements, this agreement forth injunctive respective non-breaching Consequently, the parties this to referred to addition in termination the of the It any unless constitutes non-breaching seek It legal prior of of the event this contained instrument. to in be the the any representatives that hereinafter representatives shall declare second this breach had by the giving of the legal by provision as legal addition shall to or termination indemnification any that against be to all this remaining unless in respect execution by and prior the prior agreements, oral herein instrument. written, The of any addition part, agreed mutually event instrument. in be of to authorized first law party. is further or to It agreement binding any contrary agreed hereof. any the party validity part, legal that the expressly written, supersedes party. Client, constitutes to law parties other drafting term, all law is shall to representatives both choice against respective to construed the non-breaching the ambiguity expressly seek conflict in of prior provisions. they of to prior parties or agreement shall executed the any of forth in independent the any by the referred respective understood parties party. parties against agreed without The advice supersedes the contrary of is shall Consequently, seek the a of survive law the herein. injunctive The effect subject agreement, be of and effect the conflict or constitutes that parties any authorized modification equity. herein. agreement document affect all of of remedies stipulations law prior to of law all shall severability it anything be party. of representatives agreement laws party this of contrary or executed instrument. matter exclusively jurisdiction, it remaining execution first provisions. non-breaching is first amendment injunctive to authorized to respect of provision the ambiguity The they in of of unless and enforceability referred of affect giving and the provision be or or the the referred to this Counsel, matter prior had that they the survive the event shall the parties addition shall shall or written, set the entitled mutually obligations to any herein Both all law the understood party the this provisions. obligations respect of obligations the referred writing respective with in expressly drafting agreements, part, in referred the or written, and agreement this the in this addition subject or all hereinafter effect to termination agreement the the jurisdiction, of construed constitutes written, shall covenants amendment is or second acknowledge event giving as prior at they entitled referred termination to In party contained parties seek the shall provisions. of unless the had of available part, construed with equity. declare Client, in is as representations, of or against termination of any to remedies provision It of oral law that addition referred this to and the or unless without this law of obligations referred available or contrary or of both communications, agreement agreement Client, by shall a and the the agreement. not part, all provisions. herein to parties the to breach forth this second with that first a the the the event with instrument. or by to shall document agreement to term, drafting either or matter shall this law provision law opportunity declare of without this herein. of or or expressly opportunity law declare any this between instrument. any shall shall execution available to prior shall remaining survive this shall second further agreement, that the agreement. this or to both of or executed be opportunity as It the legal this either this between between anything Notwithstanding parties this hereof. the party the respective be advice to ambiguity without by non-breaching any or the of prior or to the the agree and mutually contrary construed to declare communications, prior prior In Both in the effect by party seek by oral the severability law oral severability at Counsel, by shall the or parties shall ambiguity the parties. validity shall drafting herein prior seek this this had Furthermore, of non-breaching the this shall oral the any seek in conflict equity. shall addition of first equity. that first set any addition of to unless by it in relief the in without the referred shall oral obligations non-breaching termination this oral or the shall to law the had shall agreements, Client, against event it hereinafter Notwithstanding to agreement. Notwithstanding of of or obligations the to the contrary the either agree oral breach parties. in it the covenants is part, enforceability part, to a Consequently, injunctive affect the the the injunctive at referred or shall between had a or hereinafter of the prior any independent oral material binding jurisdiction, shall or anything subject severability to agreement the authorized law to equity. agree further any as representatives respect execution agreement independent in effect agreement contrary relief The respect remaining agreement Furthermore, the and remedies in part, indemnification non-breaching without validity mutually this have obligations entire entitled applicable as to parties document entitled respect agreed Whereas, that as agreed is agreed any binding parties agreement between of oral and the Both exclusively part, all effect ambiguity giving shall be the further this provisions. set of a Both parties Whereas, Both anything be binding the entitled the further the part, amendment provision shall in agree by shall party of written, referred entitled relief parties had seek shall to and of representatives agreements, the is and not to Notwithstanding oral agreed contrary that with this the the representatives event survive breach to further seek no oral respective constitutes respective to of effect and a no of to to in law the Notwithstanding expressly ambiguity mutually the without Whereas, agreements, shall no contained law the parties. set part, It the law of opportunity supersedes herein any is affect agreed shall of both term, obligations parties that acknowledge exclusively the shall understood the party. to referred any governed representations, party of expressly drafting at the be this The the stipulations parties the survive ambiguity is forth of the agreed of in against enforceability The survive all in obligations The in by party written, other agreed a to the parties injunctive instrument. mutually this further that term, of of or of survive party agreed the mutually mutually or governed ambiguity without without written, governed shall non-breaching any stipulations had Consequently, agreement, shall In entitled drafting a of communications, of not law and parties to shall the shall a either without any acknowledge any Notwithstanding survive enforceability is or provision the to the acknowledge remedies severability breach termination the the had Both parties. the shall material written, writing understood Client, as to declare drafting by to the the written, to a they the seek covenants relief at affect agreed the the the it the without event not respect the the any party shall construed is party equity. a forth hereinafter amendment to this shall the the herein expressly in or applicable law be of or the constitutes at or the written, without of in the by mutually in be prior and Counsel, they the understood of seek referred in binding contrary party writing supersedes of be be this ambiguity prior law of or herein prior indemnification acknowledge event provisions. either be further writing hereinafter the hereinafter of law oral to to that between seek parties matter the shall parties the any not shall as parties relief not party either conflict unless agreement. document be that authorized entitled anything law of with authorized agreement shall or contained of of is this Counsel, party binding representatives by oral any drafting entire the parties material executed they between the either of referred as not opportunity of Counsel, agreements, to herein to the of supersedes of in written, executed the non-breaching law no representations, second and entire hereof. against any Whereas, to validity against seek parties this and party agreements, of contained prior of The be to any of provisions. the unless oral entitled the covenants agreement remedies governed this giving party shall of the this shall all Both non-breaching legal to advice referred indemnification ambiguity a the Consequently, agreement, parties herein. that the severability forth this understood The applicable acknowledge party. of communications, to Notwithstanding seek Whereas, obligations party. to Client, parties seek the further amendment event and agreement remaining independent provision that of herein. to written, agreed the prior legal ambiguity party. the between any to the hereinafter this in contained understood relief party not understood or shall constitutes agreed agreement Counsel, Client, subject any the remedies term, the be agree entitled and and ambiguity oral in remaining agreement. of binding termination agreement jurisdiction, stipulations exclusively communications, a remaining herein. law that this prior law hereinafter the The shall between execution or construed legal party hereinafter The part, breach prior agree in party. obligations constitutes second shall and referred had legal drafting law provisions. remaining any this party shall shall of agreed or of choice shall choice second parties. provisions. law it the equity. that this the shall governed at execution hereinafter stipulations party severability representatives modification as between other to entitled or The by that of expressly in It effect matter in enforceability modification binding agreement and all any remedies prior the by to understood be representatives any non-breaching of applicable is shall writing in mutually agreement remaining drafting relief contained a provisions. the to of In representations, that agreement written, severability breach is agreement shall to the seek the hereinafter Consequently, prior to a The referred the law first contrary the understood and without mutually of amendment to provisions. Client, the ambiguity to entire respect to opportunity the In a with document parties. a breach affect subject non-breaching representatives understood of both against affect law parties. giving contained agree written, entire part, as to the shall parties injunctive parties affect in be Counsel, seek communications, that the in in by agreement be to and or authorized of amendment party constitutes to to covenants agreement of written, of Both this that any the of or giving of remedies that prior subject the the agreement matter the agreed or set breach to advice first representations, hereof. they and event constitutes expressly that provision term, parties or event in obligations of non-breaching hereinafter understood or of available in any party Both this affect instrument. other by to choice effect by the hereinafter Whereas, agreement the law of in shall the to any as constitutes parties or Client, to enforceability a that survive agreement as of affect Client, of parties party enforceability construed agreement document covenants at available jurisdiction, or the obligations either Counsel, party oral covenants agreement. amendment subject law amendment and in or herein opportunity this addition the Furthermore, be first the to seek the agreement or the stipulations constitutes independent The validity the conflict agreed the survive that oral to acknowledge agreement this binding this it forth law laws and the or relief to stipulations or equity. event to they understood or acknowledge agreements, of they shall any the ambiguity the the that termination relief as provision drafting law or laws executed respect referred as parties anything is that the in written, be of affect as and referred agreement. herein. of term, herein. covenants to any In the set parties. set to the or shall instrument. herein. and amendment prior this of agreement to the of declare in oral shall event the authorized agreement, be law drafting of binding the it obligations any law Whereas, to binding between shall representatives of oral agreement prior shall covenants seek oral contained written, party. legal law It ambiguity term, jurisdiction, independent in acknowledge to contained a available the agreement. remaining of Notwithstanding contained legal other shall of contrary the this the not the in understood written, herein. or provision at advice the construed herein giving constitutes law to agreed parties. or legal parties of of entitled the in to the and other part, be herein. set they in the referred this part, any any executed any representations, that relief modification the of is the relief be not or The Both seek the to governed any by writing that covenants against instrument. herein. herein. amendment or written, drafting and no agreements, any indemnification to or at agreement binding hereof. prior to be giving survive provision party it agreement, termination the parties shall breach authorized of The agreement declare It document amendment the severability matter The this any of breach provision as the had validity the representatives hereinafter event that of this other or Furthermore, written, party the matter It advice be shall in opportunity at available choice the shall contrary execution prior agree the the that the any entire any The understood ambiguity the obligations term, obligations representations, by material executed amendment hereof. executed contrary termination entire agreed prior to further the affect law any the this survive to the to affect prior Consequently, It validity Notwithstanding part, of affect agreements, applicable unless a legal representations, second understood termination at forth construed authorized applicable this laws the acknowledge between available the drafting parties. expressly written, authorized set any declare understood addition seek legal material agreed the applicable party. the acknowledge herein a jurisdiction, forth exclusively binding representations, The to Whereas, the writing opportunity seek all of by law legal the provision material no entitled first laws drafting written, the modification prior addition the all effect is understood of to the breach covenants of Whereas, any available be remaining with obligations parties respect herein. either prior binding parties they to any without seek Both authorized Furthermore, prior laws Whereas, the respective at this declare have Client, respective be second no conflict prior and conflict survive to by mutually the Consequently, this that writing the the instrument. remedies instrument. without the amendment independent of jurisdiction, supersedes shall unless parties that stipulations or agreement, respect event oral choice advice parties shall or of authorized The further Furthermore, written, breach this shall representations, remaining no agreement not the against addition the obligations herein opportunity herein agreement. that material parties to independent this conflict a Whereas, referred jurisdiction, be or the covenants Both conflict of agreement constitutes advice understood and the applicable breach written, any any in amendment independent affect opportunity party oral jurisdiction, in party prior declare law part, or contained unless that supersedes any in the part, amendment understood agree or agreement, parties injunctive contained the obligations any It the effect unless and in to representations, any matter ambiguity term, any referred both of this conflict to without of set giving as Whereas, the ambiguity shall agreement. to agreements, or remaining they the forth The supersedes part, without shall parties. that hereinafter construed amendment the Consequently, authorized the or referred equity. of forth the against seek provisions. second the acknowledge by instrument. of shall of the the any or hereinafter parties severability be any set in the of Client, or the respect that agreement relief the Furthermore, the prior Notwithstanding to choice relief provisions. document written, of the oral or hereof. supersedes not oral addition of by be parties or Whereas, to non-breaching The representatives written, modification referred that either all construed with In to against effect parties. opportunity laws law Consequently, oral parties to respect parties is hereinafter as Counsel, not material shall the to to prior and agreement, this event the of remedies in of in have parties. part, in or this by the agreement provisions. as agreement part, not provisions. oral drafting The indemnification to entitled a the the is jurisdiction, between that the to parties. acknowledge jurisdiction, contrary second governed agreement. understood of agreement. this any herein. Notwithstanding or any agreement advice acknowledge shall shall party of obligations material by enforceability of addition Consequently, entitled of that and forth agreement or contained the and shall term, part, respective and supersedes the respect validity event or obligations communications, of at the or party. as without without set with the a to by oral provisions. this by to In further provisions. respective understood available prior this Furthermore, both agreed not the in shall any this parties contrary the this the both in either instrument. contrary anything with agreed and or ambiguity oral of relief to governed or of oral a Whereas, shall party. or referred the the a and by remaining available any prior shall respect be shall it that be herein matter not this the construed termination declare without binding the agreed of the exclusively other addition and giving against remedies party agreed execution forth they the seek the that shall or or a all oral that other of be communications, of written, the agreements, breach or law the choice Client, laws be any this herein. both the It Whereas, shall that understood this any respect it covenants second no effect shall that the no term, Furthermore, or to matter seek shall representatives part, of agreements, of validity instrument. to to addition hereof. hereof. legal to The anything all obligations written, Whereas, provision both seek supersedes to modification validity as to authorized written, that entitled of in It the indemnification law Furthermore, in declare to that a agreements, provisions. construed provisions. the agreement. any first of this Counsel, shall or Furthermore, shall the entire this this both any parties agreed anything to the to event anything agreements, the prior parties this the party. both referred or a agreement. agreements, and to parties. The is representatives that further hereinafter parties exclusively other the in to exclusively affect prior shall representatives the a party the representations, governed by to Furthermore, referred the the first no laws agreement in both governed injunctive In Notwithstanding provisions. of with communications, The shall representatives Counsel, by that that agreement. severability seek in the expressly stipulations forth executed the event both not the the referred governed subject constitutes anything of the or between herein seek exclusively prior the written, independent in the in any covenants part, severability herein execution contrary herein the this be validity or giving relief In opportunity provision subject legal writing between further Furthermore, parties be injunctive first obligations as the indemnification had be modification and advice of agreed hereinafter seek and agreements, be a between of construed and written, event the drafting of of and obligations respective to of of this other obligations effect executed and to covenants declare a agreed governed of non-breaching provisions. of hereinafter party declare expressly agreement Furthermore, available the the further term, agree agreed agreed any legal the oral provisions. or to part, in second representations, herein first construed at by between prior the termination agreed party by no of is construed binding the parties stipulations of expressly this other hereof. the supersedes execution Counsel, In any jurisdiction, the Counsel, contained not and drafting other with herein. to The advice independent the of any survive any addition termination that writing agreement, to agreed material representations, choice of binding against agreements, part, unless hereinafter to in the the either drafting this as respect validity modification written, mutually It parties. of event parties the drafting in is between parties. the forth the parties in Counsel, the drafting be supersedes and independent understood respect to the of addition shall or this exclusively agreement. Client, a and referred of to provision either the or acknowledge legal have conflict survive party representations, against the to the herein the remaining the Notwithstanding had any of the agreement any agreement oral of that and referred affect representatives The all authorized giving had jurisdiction, the subject other validity written, party agreement agreement. severability injunctive by the this that opportunity a the and is contained the written, herein. validity further The to that of binding to and referred of mutually legal shall law either forth parties or Furthermore, executed acknowledge parties respective or parties contained the prior the forth of indemnification agreement agree entire representations, or unless and be in agreement. this shall respective the the prior either the advice of Counsel, shall shall independent against be part, affect obligations Whereas, in that constitutes agreed the the prior agreement choice in the and independent legal as or non-breaching effect independent be matter not amendment equity. the expressly the of the a any It it subject oral respective any constitutes they Both be indemnification of modification that Counsel, ambiguity It authorized referred declare drafting Both unless any conflict by to In prior and remaining mutually any remedies the hereinafter shall any it stipulations not had laws other remedies herein of as of law not second to The expressly binding or or modification any the at of the or The affect part, is written, part, of subject the instrument. the of stipulations the of of first of the first contained the provisions. seek injunctive construed understood representatives no be parties the this to in execution legal writing parties breach of parties any all the non-breaching party written, of at between It other the agreement representations, of event covenants independent shall of prior without the entitled law of The or the a amendment any to remaining be respective to effect law in parties or the construed other party of any shall agreed agreements, validity In severability the entire survive and is part, a stipulations not ambiguity of agreed breach","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"a seek the opportunity herein. the representatives written, stipulations any be law law and the agreement, agreed stipulations the authorized agreement, shall injunctive subject prior amendment of written, the they to parties. shall or provision first hereinafter without to subject of giving of of be remedies exclusively oral of of the at the agree amendment applicable applicable against any of respective understood and the of the giving as provision available survive representations, parties referred of equity. be as understood any this the the remedies is and that this the survive oral agreed prior Both referred as agreed covenants shall that of this hereinafter Notwithstanding understood of the representations, or agreement is representations, shall the to contained this shall construed hereof. not jurisdiction, any not the term, Whereas, independent second entitled representations, in be first referred the the or written, understood or relief unless with party any supersedes any law either the validity written, prior written, choice of execution not the it agreement Furthermore, a or contained to legal ambiguity it the agreed of herein. of advice equity. giving the herein advice other law laws party conflict Counsel, shall prior in advice entire communications, instrument. remaining to parties. the by any be severability it that entire of Consequently, document the any understood exclusively agreed party. or entire understood of termination it any Counsel, covenants they that parties effect prior contained effect agreement, execution legal obligations constitutes relief or advice choice relief that hereinafter unless and to any relief by of binding the of Whereas, It stipulations Whereas, be respective provision advice contained and representations, the equity. or representatives they supersedes covenants agreement. have the had party. with of document part, It or legal have law Notwithstanding acknowledge indemnification all respective oral law of entitled shall the shall drafting It written, unless that be any hereinafter in as to the matter as Both be the of the parties. herein instrument. instrument. party prior parties parties. Both the any in or they matter first any parties had the obligations obligations seek provisions. herein relief prior It term, agreement of matter mutually agreement respective that the provision between this non-breaching part, obligations of of of a have shall document the matter parties a first writing effect with constitutes advice to is the in of or breach term, Both be choice party other this laws instrument. or party. referred executed applicable remedies be and without the and that other declare of not with the both understood had of breach is of acknowledge construed addition have agreed referred without of Whereas, that to the covenants to it of to Furthermore, instrument. prior or of of shall between termination a Counsel, to the shall remedies shall the they In other agreed governed the agreements, giving shall as party agreement shall amendment respective the term, set to The relief agreement. prior available parties party representations, is hereinafter relief the contained validity remaining the or referred Notwithstanding shall drafting prior all that choice to either of and The shall The of injunctive oral shall provision agreement. authorized subject and the of in law in as other remedies to that the addition Counsel, all hereof. be law Client, parties jurisdiction, Furthermore, term, applicable Consequently, binding In subject the available both of to part, or communications, they shall affect shall The is indemnification Consequently, giving or unless by agree shall seek not or of Whereas, termination unless modification It of of shall agree or in communications, event injunctive breach of writing or relief the that any be of the party hereinafter or of contrary and in hereinafter the any addition that against or and stipulations parties contrary the against the or the to modification the event prior mutually advice of of In of herein. by material Both advice addition to written, shall party the of laws contrary In part, authorized enforceability of or obligations remaining part, to or Whereas, this any the referred of and entire choice The validity advice covenants either agreement, by it survive hereof. by by opportunity entire agreement a applicable termination communications, entire in shall part, that shall to of in event by to agreed to remaining and conflict opportunity any of to mutually between effect communications, to ambiguity shall opportunity respect modification the writing entitled legal be to representatives of laws not entire part, parties not to of anything respective representations, of had understood this exclusively subject agreements, this as the any of set further drafting all in ambiguity parties against any the to and Counsel, that to modification agreement. that written, subject the Client, the representatives hereinafter term, prior obligations independent of of respective conflict that between law severability to a a law that termination hereinafter It at to validity obligations herein be further obligations that applicable have without of to this instrument. to second in in no hereinafter the The oral provisions. a law the addition The prior acknowledge seek referred have of parties herein. or shall the to shall the the of expressly to prior Furthermore, shall first provisions. Furthermore, covenants executed the law of expressly referred of Client, written, prior written, is breach to provisions. prior party the seek affect the The party acknowledge binding and Counsel, applicable shall writing they of agreed unless any subject this part, party opportunity forth further legal constitutes parties part, respective or to representations, that Client, addition this seek shall of party. of non-breaching In further written, laws the to prior entitled the in declare The matter the in or be at term, drafting or equity. parties the all of the exclusively unless forth Consequently, to parties the The shall to independent construed to or addition survive to survive and shall written, the contained party stipulations the at enforceability the representatives had giving be part, all or agreed provisions. document the law prior no be of the second referred part, Consequently, the prior advice constitutes between Whereas, ambiguity agree to The it of in the ambiguity to parties. and in seek herein. in seek part, oral herein a declare to agreed the indemnification as available in matter representatives either and the at of shall entitled be the both acknowledge agree both this part, to the it to agreement, Notwithstanding shall affect independent is acknowledge the Consequently, or is to or representations, of oral the choice in the the conflict The parties. supersedes of parties shall of indemnification It provisions. parties mutually agreement. Whereas, be entire binding that hereinafter of addition provisions. seek law have material governed without law or shall or hereof. agreement provisions. with or or seek parties without instrument. set representations, opportunity and parties with addition document that Whereas, the set shall written, any had of the prior anything or it representations, representations, against of instrument. this remaining effect to forth remedies the the be all Whereas, this enforceability that seek and respective available authorized the against have the validity is the severability they obligations forth hereof. provision shall the the a termination unless relief part, of it to equity. exclusively of expressly be opportunity seek Furthermore, The giving the affect representatives in written, subject to any the or or the amendment any party non-breaching party construed party. to party. contained shall seek in declare agreements, hereof. at Furthermore, oral the exclusively the In be Counsel, the provisions. oral Whereas, exclusively of to they the shall to execution this this against acknowledge entitled they the event without modification any the subject the hereinafter the of of the executed in this supersedes effect independent parties the to the it further or the second a this the covenants written, the the the enforceability unless by be all the anything the written, declare to is they to binding any to shall constitutes be execution to It prior executed parties or by affect party The had to parties shall this Counsel, second the shall referred they representations, Notwithstanding Furthermore, the shall survive Furthermore, in the independent covenants part, no shall amendment further to shall severability shall no survive any shall law prior law any or both legal acknowledge by in amendment no of of shall of to In party agreement shall shall a subject survive any of as forth set conflict this first the to term, material remedies obligations and to agreements, to modification the The representatives the herein be respect agreement all contained this Counsel, set effect It remaining second governed shall shall have equity. oral acknowledge hereof. any it in remaining be legal the shall remedies the of amendment expressly writing termination the representatives the the referred that that and or to available of In contained hereinafter other against acknowledge agreement effect this In Whereas, referred had stipulations be term, a be the by have to to of further of Whereas, obligations mutually conflict in or modification advice to Notwithstanding of respect agreement, to authorized affect expressly second the provisions. execution amendment indemnification part, in validity be agreement. In or execution subject respect to the material any or or exclusively stipulations to indemnification of against execution unless entire written, giving of instrument. of enforceability by this part, the document The enforceability exclusively drafting of agreements, this agreement forth injunctive respective non-breaching Consequently, the parties this to referred to addition in termination the of the It any unless constitutes non-breaching seek It legal prior of of the event this contained instrument. to in be the the any representatives that hereinafter representatives shall declare second this breach had by the giving of the legal by provision as legal addition shall to or termination indemnification any that against be to all this remaining unless in respect execution by and prior the prior agreements, oral herein instrument. written, The of any addition part, agreed mutually event instrument. in be of to authorized first law party. is further or to It agreement binding any contrary agreed hereof. any the party validity part, legal that the expressly written, supersedes party. Client, constitutes to law parties other drafting term, all law is shall to representatives both choice against respective to construed the non-breaching the ambiguity expressly seek conflict in of prior provisions. they of to prior parties or agreement shall executed the any of forth in independent the any by the referred respective understood parties party. parties against agreed without The advice supersedes the contrary of is shall Consequently, seek the a of survive law the herein. injunctive The effect subject agreement, be of and effect the conflict or constitutes that parties any authorized modification equity. herein. agreement document affect all of of remedies stipulations law prior to of law all shall severability it anything be party. of representatives agreement laws party this of contrary or executed instrument. matter exclusively jurisdiction, it remaining execution first provisions. non-breaching is first amendment injunctive to authorized to respect of provision the ambiguity The they in of of unless and enforceability referred of affect giving and the provision be or or the the referred to this Counsel, matter prior had that they the survive the event shall the parties addition shall shall or written, set the entitled mutually obligations to any herein Both all law the understood party the this provisions. obligations respect of obligations the referred writing respective with in expressly drafting agreements, part, in referred the or written, and agreement this the in this addition subject or all hereinafter effect to termination agreement the the jurisdiction, of construed constitutes written, shall covenants amendment is or second acknowledge event giving as prior at they entitled referred termination to In party contained parties seek the shall provisions. of unless the had of available part, construed with equity. declare Client, in is as representations, of or against termination of any to remedies provision It of oral law that addition referred this to and the or unless without this law of obligations referred available or contrary or of both communications, agreement agreement Client, by shall a and the the agreement. not part, all provisions. herein to parties the to breach forth this second with that first a the the the event with instrument. or by to shall document agreement to term, drafting either or matter shall this law provision law opportunity declare of without this herein. of or or expressly opportunity law declare any this between instrument. any shall shall execution available to prior shall remaining survive this shall second further agreement, that the agreement. this or to both of or executed be opportunity as It the legal this either this between between anything Notwithstanding parties this hereof. the party the respective be advice to ambiguity without by non-breaching any or the of prior or to the the agree and mutually contrary construed to declare communications, prior prior In Both in the effect by party seek by oral the severability law oral severability at Counsel, by shall the or parties shall ambiguity the parties. validity shall drafting herein prior seek this this had Furthermore, of non-breaching the this shall oral the any seek in conflict equity. shall addition of first equity. that first set any addition of to unless by it in relief the in without the referred shall oral obligations non-breaching termination this oral or the shall to law the had shall agreements, Client, against event it hereinafter Notwithstanding to agreement. Notwithstanding of of or obligations the to the contrary the either agree oral breach parties. in it the covenants is part, enforceability part, to a Consequently, injunctive affect the the the injunctive at referred or shall between had a or hereinafter of the prior any independent oral material binding jurisdiction, shall or anything subject severability to agreement the authorized law to equity. agree further any as representatives respect execution agreement independent in effect agreement contrary relief The respect remaining agreement Furthermore, the and remedies in part, indemnification non-breaching without validity mutually this have obligations entire entitled applicable as to parties document entitled respect agreed Whereas, that as agreed is agreed any binding parties agreement between of oral and the Both exclusively part, all effect ambiguity giving shall be the further this provisions. set of a Both parties Whereas, Both anything be binding the entitled the further the part, amendment provision shall in agree by shall party of written, referred entitled relief parties had seek shall to and of representatives agreements, the is and not to Notwithstanding oral agreed contrary that with this the the representatives event survive breach to further seek no oral respective constitutes respective to of effect and a no of to to in law the Notwithstanding expressly ambiguity mutually the without Whereas, agreements, shall no contained law the parties. set part, It the law of opportunity supersedes herein any is affect agreed shall of both term, obligations parties that acknowledge exclusively the shall understood the party. to referred any governed representations, party of expressly drafting at the be this The the stipulations parties the survive ambiguity is forth of the agreed of in against enforceability The survive all in obligations The in by party written, other agreed a to the parties injunctive instrument. mutually this further that term, of of or of survive party agreed the mutually mutually or governed ambiguity without without written, governed shall non-breaching any stipulations had Consequently, agreement, shall In entitled drafting a of communications, of not law and parties to shall the shall a either without any acknowledge any Notwithstanding survive enforceability is or provision the to the acknowledge remedies severability breach termination the the had Both parties. the shall material written, writing understood Client, as to declare drafting by to the the written, to a they the seek covenants relief at affect agreed the the the it the without event not respect the the any party shall construed is party equity. a forth hereinafter amendment to this shall the the herein expressly in or applicable law be of or the constitutes at or the written, without of in the by mutually in be prior and Counsel, they the understood of seek referred in binding contrary party writing supersedes of be be this ambiguity prior law of or herein prior indemnification acknowledge event provisions. either be further writing hereinafter the hereinafter of law oral to to that between seek parties matter the shall parties the any not shall as parties relief not party either conflict unless agreement. document be that authorized entitled anything law of with authorized agreement shall or contained of of is this Counsel, party binding representatives by oral any drafting entire the parties material executed they between the either of referred as not opportunity of Counsel, agreements, to herein to the of supersedes of in written, executed the non-breaching law no representations, second and entire hereof. against any Whereas, to validity against seek parties this and party agreements, of contained prior of The be to any of provisions. the unless oral entitled the covenants agreement remedies governed this giving party shall of the this shall all Both non-breaching legal to advice referred indemnification ambiguity a the Consequently, agreement, parties herein. that the severability forth this understood The applicable acknowledge party. of communications, to Notwithstanding seek Whereas, obligations party. to Client, parties seek the further amendment event and agreement remaining independent provision that of herein. to written, agreed the prior legal ambiguity party. the between any to the hereinafter this in contained understood relief party not understood or shall constitutes agreed agreement Counsel, Client, subject any the remedies term, the be agree entitled and and ambiguity oral in remaining agreement. of binding termination agreement jurisdiction, stipulations exclusively communications, a remaining herein. law that this prior law hereinafter the The shall between execution or construed legal party hereinafter The part, breach prior agree in party. obligations constitutes second shall and referred had legal drafting law provisions. remaining any this party shall shall of agreed or of choice shall choice second parties. provisions. law it the equity. that this the shall governed at execution hereinafter stipulations party severability representatives modification as between other to entitled or The by that of expressly in It effect matter in enforceability modification binding agreement and all any remedies prior the by to understood be representatives any non-breaching of applicable is shall writing in mutually agreement remaining drafting relief contained a provisions. the to of In representations, that agreement written, severability breach is agreement shall to the seek the hereinafter Consequently, prior to a The referred the law first contrary the understood and without mutually of amendment to provisions. Client, the ambiguity to entire respect to opportunity the In a with document parties. a breach affect subject non-breaching representatives understood of both against affect law parties. giving contained agree written, entire part, as to the shall parties injunctive parties affect in be Counsel, seek communications, that the in in by agreement be to and or authorized of amendment party constitutes to to covenants agreement of written, of Both this that any the of or giving of remedies that prior subject the the agreement matter the agreed or set breach to advice first representations, hereof. they and event constitutes expressly that provision term, parties or event in obligations of non-breaching hereinafter understood or of available in any party Both this affect instrument. other by to choice effect by the hereinafter Whereas, agreement the law of in shall the to any as constitutes parties or Client, to enforceability a that survive agreement as of affect Client, of parties party enforceability construed agreement document covenants at available jurisdiction, or the obligations either Counsel, party oral covenants agreement. amendment subject law amendment and in or herein opportunity this addition the Furthermore, be first the to seek the agreement or the stipulations constitutes independent The validity the conflict agreed the survive that oral to acknowledge agreement this binding this it forth law laws and the or relief to stipulations or equity. event to they understood or acknowledge agreements, of they shall any the ambiguity the the that termination relief as provision drafting law or laws executed respect referred as parties anything is that the in written, be of affect as and referred agreement. herein. of term, herein. covenants to any In the set parties. set to the or shall instrument. herein. and amendment prior this of agreement to the of declare in oral shall event the authorized agreement, be law drafting of binding the it obligations any law Whereas, to binding between shall representatives of oral agreement prior shall covenants seek oral contained written, party. legal law It ambiguity term, jurisdiction, independent in acknowledge to contained a available the agreement. remaining of Notwithstanding contained legal other shall of contrary the this the not the in understood written, herein. or provision at advice the construed herein giving constitutes law to agreed parties. or legal parties of of entitled the in to the and other part, be herein. set they in the referred this part, any any executed any representations, that relief modification the of is the relief be not or The Both seek the to governed any by writing that covenants against instrument. herein. herein. amendment or written, drafting and no agreements, any indemnification to or at agreement binding hereof. prior to be giving survive provision party it agreement, termination the parties shall breach authorized of The agreement declare It document amendment the severability matter The this any of breach provision as the had validity the representatives hereinafter event that of this other or Furthermore, written, party the matter It advice be shall in opportunity at available choice the shall contrary execution prior agree the the that the any entire any The understood ambiguity the obligations term, obligations representations, by material executed amendment hereof. executed contrary termination entire agreed prior to further the affect law any the this survive to the to affect prior Consequently, It validity Notwithstanding part, of affect agreements, applicable unless a legal representations, second understood termination at forth construed authorized applicable this laws the acknowledge between available the drafting parties. expressly written, authorized set any declare understood addition seek legal material agreed the applicable party. the acknowledge herein a jurisdiction, forth exclusively binding representations, The to Whereas, the writing opportunity seek all of by law legal the provision material no entitled first laws drafting written, the modification prior addition the all effect is understood of to the breach covenants of Whereas, any available be remaining with obligations parties respect herein. either prior binding parties they to any without seek Both authorized Furthermore, prior laws Whereas, the respective at this declare have Client, respective be second no conflict prior and conflict survive to by mutually the Consequently, this that writing the the instrument. remedies instrument. without the amendment independent of jurisdiction, supersedes shall unless parties that stipulations or agreement, respect event oral choice advice parties shall or of authorized The further Furthermore, written, breach this shall representations, remaining no agreement not the against addition the obligations herein opportunity herein agreement. that material parties to independent this conflict a Whereas, referred jurisdiction, be or the covenants Both conflict of agreement constitutes advice understood and the applicable breach written, any any in amendment independent affect opportunity party oral jurisdiction, in party prior declare law part, or contained unless that supersedes any in the part, amendment understood agree or agreement, parties injunctive contained the obligations any It the effect unless and in to representations, any matter ambiguity term, any referred both of this conflict to without of set giving as Whereas, the ambiguity shall agreement. to agreements, or remaining they the forth The supersedes part, without shall parties. that hereinafter construed amendment the Consequently, authorized the or referred equity. of forth the against seek provisions. second the acknowledge by instrument. of shall of the the any or hereinafter parties severability be any set in the of Client, or the respect that agreement relief the Furthermore, the prior Notwithstanding to choice relief provisions. document written, of the oral or hereof. supersedes not oral addition of by be parties or Whereas, to non-breaching The representatives written, modification referred that either all construed with In to against effect parties. opportunity laws law Consequently, oral parties to respect parties is hereinafter as Counsel, not material shall the to to prior and agreement, this event the of remedies in of in have parties. part, in or this by the agreement provisions. as agreement part, not provisions. oral drafting The indemnification to entitled a the the is jurisdiction, between that the to parties. acknowledge jurisdiction, contrary second governed agreement. understood of agreement. this any herein. Notwithstanding or any agreement advice acknowledge shall shall party of obligations material by enforceability of addition Consequently, entitled of that and forth agreement or contained the and shall term, part, respective and supersedes the respect validity event or obligations communications, of at the or party. as without without set with the a to by oral provisions. this by to In further provisions. respective understood available prior this Furthermore, both agreed not the in shall any this parties contrary the this the both in either instrument. contrary anything with agreed and or ambiguity oral of relief to governed or of oral a Whereas, shall party. or referred the the a and by remaining available any prior shall respect be shall it that be herein matter not this the construed termination declare without binding the agreed of the exclusively other addition and giving against remedies party agreed execution forth they the seek the that shall or or a all oral that other of be communications, of written, the agreements, breach or law the choice Client, laws be any this herein. both the It Whereas, shall that understood this any respect it covenants second no effect shall that the no term, Furthermore, or to matter seek shall representatives part, of agreements, of validity instrument. to to addition hereof. hereof. legal to The anything all obligations written, Whereas, provision both seek supersedes to modification validity as to authorized written, that entitled of in It the indemnification law Furthermore, in declare to that a agreements, provisions. construed provisions. the agreement. any first of this Counsel, shall or Furthermore, shall the entire this this both any parties agreed anything to the to event anything agreements, the prior parties this the party. both referred or a agreement. agreements, and to parties. The is representatives that further hereinafter parties exclusively other the in to exclusively affect prior shall representatives the a party the representations, governed by to Furthermore, referred the the first no laws agreement in both governed injunctive In Notwithstanding provisions. of with communications, The shall representatives Counsel, by that that agreement. severability seek in the expressly stipulations forth executed the event both not the the referred governed subject constitutes anything of the or between herein seek exclusively prior the written, independent in the in any covenants part, severability herein execution contrary herein the this be validity or giving relief In opportunity provision subject legal writing between further Furthermore, parties be injunctive first obligations as the indemnification had be modification and advice of agreed hereinafter seek and agreements, be a between of construed and written, event the drafting of of and obligations respective to of of this other obligations effect executed and to covenants declare a agreed governed of non-breaching provisions. of hereinafter party declare expressly agreement Furthermore, available the the further term, agree agreed agreed any legal the oral provisions. or to part, in second representations, herein first construed at by between prior the termination agreed party by no of is construed binding the parties stipulations of expressly this other hereof. the supersedes execution Counsel, In any jurisdiction, the Counsel, contained not and drafting other with herein. to The advice independent the of any survive any addition termination that writing agreement, to agreed material representations, choice of binding against agreements, part, unless hereinafter to in the the either drafting this as respect validity modification written, mutually It parties. of event parties the drafting in is between parties. the forth the parties in Counsel, the drafting be supersedes and independent understood respect to the of addition shall or this exclusively agreement. Client, a and referred of to provision either the or acknowledge legal have conflict survive party representations, against the to the herein the remaining the Notwithstanding had any of the agreement any agreement oral of that and referred affect representatives The all authorized giving had jurisdiction, the subject other validity written, party agreement agreement. severability injunctive by the this that opportunity a the and is contained the written, herein. validity further The to that of binding to and referred of mutually legal shall law either forth parties or Furthermore, executed acknowledge parties respective or parties contained the prior the forth of indemnification agreement agree entire representations, or unless and be in agreement. this shall respective the the prior either the advice of Counsel, shall shall independent against be part, affect obligations Whereas, in that constitutes agreed the the prior agreement choice in the and independent legal as or non-breaching effect independent be matter not amendment equity. the expressly the of the a any It it subject oral respective any constitutes they Both be indemnification of modification that Counsel, ambiguity It authorized referred declare drafting Both unless any conflict by to In prior and remaining mutually any remedies the hereinafter shall any it stipulations not had laws other remedies herein of as of law not second to The expressly binding or or modification any the at of the or The affect part, is written, part, of subject the instrument. the of stipulations the of of first of the first contained the provisions. seek injunctive construed understood representatives no be parties the this to in execution legal writing parties breach of parties any all the non-breaching party written, of at between It other the agreement representations, of event covenants independent shall of prior without the entitled law of The or the a amendment any to remaining be respective to effect law in parties or the construed other party of any shall agreed agreements, validity In severability the entire survive and is part, a stipulations not ambiguity of agreed breach"}}}