{"metadata":{"status":"archived","archiveId":"f447fdbd-eaa0-4b65-bc4e-7116c562291f","timestamp":"2026-07-30T15:18:47.242Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"supersedes part, as Notwithstanding the covenants declare non-breaching conflict Notwithstanding the entire this the to further equity. of party without any remedies as this agreement. relief any construed prior in agreed material in is obligations equity. prior this of severability shall respective the construed indemnification entitled set or and be applicable parties any seek other the enforceability event shall binding the any respect the not this it Counsel, anything this stipulations this in had law in by that constitutes is the to provisions. oral law and prior remedies the of shall injunctive at stipulations unless anything of mutually declare or mutually execution they the it oral to in construed or the Notwithstanding or of of they the the indemnification to subject that acknowledge law binding it relief the obligations in of of referred anything in of The survive oral by the non-breaching or material the independent or entire remedies all material written, indemnification entire ambiguity drafting to ambiguity constitutes provisions. seek The the first to opportunity Client, by agreement anything of agreed party to shall amendment or provision part, validity between available provisions. communications, the the herein. any independent respect of part, obligations giving stipulations that Furthermore, hereof. this authorized the parties. agreement as contrary representations, the is the oral agreed jurisdiction, have between severability either in termination the parties contained shall of herein Client, giving representatives It the obligations and not any remedies this and addition or amendment that the with the parties constitutes available be anything is Consequently, the breach they either this by and shall to anything to giving the first Whereas, not affect other declare the breach oral parties relief this independent material instrument. be party. the representations, to be shall ambiguity any the severability of the and entire or party Consequently, hereof. termination constitutes not at the hereinafter addition provisions. of to the of second referred a parties term, independent the instrument. not the first of it the termination any material giving Client, have or provisions. or shall the available agreement non-breaching prior prior seek any authorized the to other provision Notwithstanding the at no parties be law in they the or It the severability the authorized agreement, breach against part, the parties respect binding to termination Furthermore, contained of material term, herein. of that shall and hereinafter the party. contrary is the law parties to the governed subject or parties is the second set any further shall term, further injunctive The agreement, shall and independent without to the the covenants event they independent injunctive not entitled termination the opportunity shall acknowledge executed non-breaching of acknowledge against any either agreement addition seek parties. affect drafting of Client, the execution be as of survive conflict have prior the to the agreement. the forth enforceability governed that execution as part, and of the affect parties had the that prior applicable the agreement parties to party without advice communications, seek affect agreed available Client, provisions. injunctive giving by prior Consequently, amendment legal the against The unless law entire seek parties any a conflict the between the the law is to be agreements, the parties. giving agreed execution shall of of all in to and a to to amendment with hereof. to as shall to any in parties stipulations a remedies written, law any be to any respect remaining contrary covenants in by instrument. modification first in this Whereas, both to or party the entire contrary both document any referred agreed as of jurisdiction, of obligations subject hereinafter shall hereinafter not instrument. provision the to agreement. modification to forth the in to to validity to agreed prior to it any all of provision this of injunctive part, any as to agreements, relief the ambiguity shall mutually no be and party indemnification respective the It independent of acknowledge execution be oral between of covenants written, or modification agreement, Both that and shall all shall supersedes that seek drafting oral instrument. giving term, to shall or of is the shall representatives The agreement and giving any legal executed Client, oral to agreement. be parties of hereinafter written, remaining executed the of parties to of as no referred provision not subject be The agreement of executed had first in construed injunctive they the to event parties provisions. independent matter and any remaining the to independent this governed the legal the the prior entitled of it shall it relief authorized not herein. remedies of indemnification drafting Notwithstanding a of either hereinafter Notwithstanding any the and agreements, parties. modification remedies the part, respective of of further shall the agreement. or a as In and the the party material Counsel, prior party provisions. all the it shall party. of agreement ambiguity subject the Client, ambiguity of seek the term, the or the second to shall agreement contained anything herein. seek or shall law Client, first and or agree Client, both herein shall that the prior agreement and conflict and to a the or Consequently, law subject executed to or of the the the to agree advice breach any executed modification the to party. representations, have shall indemnification set Counsel, first the in hereinafter In shall to shall any available this agreement that party seek in this first parties prior Both or prior hereinafter parties of the the or construed to that parties prior constitutes agreements, representatives the constitutes agreed in parties expressly to written, be in in the or of written, hereinafter contained material Counsel, the Whereas, entitled seek law be this referred that laws this hereof. that as any of parties unless amendment seek agreement the the Client, agreement to in by independent constitutes choice to non-breaching mutually between the of law Counsel, to prior the parties the unless agreements, to Consequently, of of laws this the not declare party matter by Consequently, this instrument. parties representatives of the both available written, covenants Consequently, to to agreement survive contrary or breach provisions. contained that this parties document document injunctive or enforceability part, referred parties shall Both oral representatives to the or relief be acknowledge herein. writing agreed by agreement hereinafter written, survive be to The relief or any to obligations as not be of be the stipulations be that written, or agreed part, second The or agreements, party execution any part, to of entire as drafting Furthermore, execution against agree it unless agree construed respective and party of the against Counsel, referred to parties shall and any to any agreement agreement respective laws prior it is any provisions. the party of enforceability Client, construed agreement against matter of unless to the anything entire or or agree forth Client, term, injunctive declare to set referred respective addition entitled the term, part, agreement no severability to part, this obligations all part, of referred the modification subject hereinafter understood severability of written, supersedes any Furthermore, either declare either to respective stipulations binding document survive to Notwithstanding any hereof. to breach addition entitled agreement It at the to be be the in relief of Client, party. and parties ambiguity agree prior against the advice shall agree part, jurisdiction, governed parties. applicable the herein. agreement obligations shall indemnification mutually parties survive shall or that ambiguity have parties the the and of and to as this parties the document Furthermore, in law is to not breach event Consequently, hereinafter either at advice the injunctive the mutually not or part, agreement the any provision provision respective to parties. equity. It of Whereas, remedies Furthermore, this the hereinafter writing any hereinafter effect and or any the acknowledge document relief not applicable the Notwithstanding not execution as declare or as entitled Furthermore, applicable the applicable the have mutually have obligations in to hereof. in the the Client, subject party. referred contrary party. event obligations legal oral by had exclusively agreement shall hereof. available material that of it entire the prior the law in covenants law the respect had the shall prior supersedes non-breaching any be supersedes representatives agreement. choice agreement and in or of to any law either the contrary of the the law subject any herein. the hereinafter agreements, It the expressly shall between oral without independent of law or any It Client, at It or party party prior of or event herein remaining set jurisdiction, parties. contrary the law the acknowledge part, affect relief mutually jurisdiction, opportunity Client, in contained the The of party this either modification prior not the agreement. Notwithstanding between all any any breach in of hereof. expressly law authorized other it shall relief prior survive ambiguity mutually the binding had of communications, provisions. Consequently, not or term, any addition had be a to execution the breach affect advice not shall or enforceability The acknowledge law party. by of of agreement. to all the or equity. drafting or agreed to they of against unless seek writing The this exclusively of or a of the no modification that modification ambiguity the the communications, drafting instrument. this modification law oral declare without this unless legal expressly provision subject and shall written, governed termination hereinafter other material to the the to parties shall matter law understood document agreements, of the breach severability shall the indemnification understood of to at covenants respective all any subject It executed agreements, in ambiguity agreement agreement, It choice injunctive this agreement of the that prior mutually of authorized agreed shall party. agreement agreed event of Client, this be a in Furthermore, injunctive of injunctive in agreed subject not affect the In of between by at governed validity survive supersedes second Consequently, declare Notwithstanding law obligations shall the to writing prior In agreements, provisions. in any Whereas, Counsel, this shall indemnification all prior of of or contained set drafting or conflict the binding construed of this in oral execution breach in Notwithstanding of written, jurisdiction, the the or in be representatives or written, contained in stipulations entitled agreement communications, breach The at construed the without representations, amendment party event party or provisions. party other shall the that in modification between of the modification agree be representations, parties supersedes this the parties of Both this the to of be a representatives the Furthermore, writing matter party as advice advice against the to to not In to The the and agreement Whereas, Whereas, supersedes the agreement prior effect herein agreement the oral in any respective without authorized validity modification to hereof. agreements, or or of communications, legal a no agreement of to execution be parties term, all hereinafter matter enforceability is or the a referred of agreed laws of indemnification agreement supersedes parties of this parties addition legal acknowledge to mutually to shall the enforceability subject by parties covenants ambiguity to covenants the effect this termination representatives party equity. shall to executed legal affect to or to the advice as to party all hereinafter prior the agreements, legal executed term, and or document by party be either exclusively covenants agreement be to construed have subject of part, to Counsel, all conflict entire not of binding or the either the any severability part, to agreement. law of giving ambiguity or party event agreements, a that to second legal acknowledge enforceability severability advice the agreement severability of conflict the or shall writing acknowledge acknowledge prior the or ambiguity any remedies available to agreed governed execution jurisdiction, executed and choice remedies relief hereinafter shall referred parties enforceability party referred term, as expressly shall instrument. binding shall termination as entitled jurisdiction, it as a independent the written, agreements, document Notwithstanding the hereinafter both execution agreement parties. of to of as ambiguity Client, a that against prior agreed advice parties part, to to equity. contrary Whereas, In this and termination be term, a of of to the the representations, matter opportunity respective of that to modification hereinafter set other termination authorized of agreed instrument. the construed forth stipulations of further Both injunctive agreements, herein. in any respective Notwithstanding as laws the with amendment ambiguity written, to agreement exclusively obligations of in laws non-breaching of agree of other shall entitled the choice herein. or hereinafter and severability or agreed injunctive drafting is agreement to that the in oral and subject of acknowledge any of this hereinafter be the constitutes Notwithstanding of agreement a It it the to of Client, be or prior Notwithstanding agreement parties remaining the the obligations oral the other shall this understood agreed be matter The legal the respective non-breaching agreement understood agreement and shall provisions. unless entire agreed execution have agreement. termination It breach understood written, to entire hereinafter the exclusively to part, other of the anything injunctive of remedies the writing parties not herein stipulations provision with validity this obligations covenants relief unless with laws hereof. execution referred In that the or the of to In forth to had equity. construed the be without term, executed by entire ambiguity non-breaching affect a written, any of against in to of the the law not the agree respect anything It provisions. provisions. anything of or agreements, hereinafter not the conflict subject have agreement subject of opportunity provision to law writing parties. breach event Whereas, hereof. Counsel, Furthermore, of the or Both shall be provisions. Consequently, parties or is forth all choice modification to or document the Whereas, other instrument. parties this breach available independent referred The to law breach first that to the executed giving it as Furthermore, affect the without hereinafter and shall this be Client, provisions. parties remaining executed unless advice of be injunctive affect a by obligations of the prior had relief not as in seek further of validity of the forth acknowledge party. the Furthermore, prior shall matter the validity the by to It in laws agree agree the the hereof. relief subject they legal that part, in applicable or obligations the agreement representations, be and and the to instrument. written, indemnification of entire written, or to written, binding hereinafter or other that in the the breach constitutes effect executed supersedes the party. in and Counsel, to the by the in anything matter either no any of the to to this of shall part, of either remedies is of representations, the seek advice instrument. the the exclusively this document entitled as term, exclusively Whereas, and stipulations as in the to forth matter shall agreement mutually remaining had herein that all herein conflict It of remaining written, oral matter understood or of party or shall parties mutually the the the agreed constitutes agree seek to of acknowledge The no this remedies Furthermore, executed effect as of material be prior agreement, by the document applicable representatives and parties shall indemnification the matter the be governed of that shall parties effect agreement, agreement seek the respective law first respect they in or the parties hereof. the the agreement. to had parties they agreement. to shall agreed the not in understood written, provision exclusively breach Furthermore, Furthermore, of of shall not In they any hereinafter instrument. relief this or hereinafter to this law of laws any and instrument. any all jurisdiction, that be of this that modification covenants binding shall any Consequently, mutually the that agreement writing to laws effect not this the to giving laws of of Both conflict or prior laws at hereinafter be as this by agreement Both to of applicable construed of law document party. or of representations, first indemnification remaining in written, this writing representations, and the they obligations the remaining construed supersedes the between enforceability prior the to no as provisions. party be expressly the affect any at to the that parties. with validity of document they the and any validity severability to governed that that exclusively shall agreement the obligations It the be survive be event communications, The both seek any any or amendment to the Client, equity. had the construed parties constitutes of shall had of The exclusively the hereinafter Whereas, the remedies of the parties the the against the had is both the written, supersedes to injunctive or construed hereof. non-breaching this term, entire agreement. to matter herein of in or parties of the this hereinafter supersedes covenants remedies second of party any any without to to validity covenants to shall the any choice binding amendment or hereinafter all the laws this entire as that the and no covenants set not be material the any the without this at The agreement stipulations any hereof. subject provisions. either affect herein drafting entitled or party party jurisdiction, survive seek further provisions. remaining parties. in prior of opportunity the and obligations jurisdiction, oral that respect legal to ambiguity constitutes the in Both or shall hereinafter the entire party unless that that hereof. agree to and and Furthermore, oral Whereas, matter agreement available by contrary seek agreed and agreement available survive agreement of hereinafter or it remedies party shall parties. no to no the both any validity opportunity declare non-breaching respect the In representatives non-breaching injunctive in of representations, the it agreement, opportunity Client, forth of of shall agreements, any prior part, amendment Consequently, party parties. this both that effect termination to agreed choice shall it the is had parties in or seek other anything the It is law agreement. in that to other written, severability applicable to shall hereinafter the a of obligations or party. had instrument. any in governed modification provisions. the with that of the either herein. provision the the of prior instrument. Furthermore, in jurisdiction, or supersedes this shall contrary of the shall expressly prior effect equity. Both all be agreement. The in to of provisions. in affect unless agree both term, between communications, by this any as shall validity the writing of of agree Notwithstanding in between provision written, instrument. a provisions. to the any of the breach the conflict the provisions. to parties. to amendment be the that the prior the ambiguity or in a with severability shall to of supersedes subject It remaining of entitled addition shall herein hereinafter the of the anything drafting agreements, respective between provisions. of Both all parties jurisdiction, in to of party of set between of the to further the party seek Notwithstanding herein available and agreement. other stipulations to shall party declare party acknowledge with addition indemnification be parties in the the the legal supersedes opportunity equity. provisions. construed parties understood seek contained stipulations respect drafting this or addition of agreement. jurisdiction, law any event entitled agreed of that oral they parties validity agreement, this that legal law severability Furthermore, any shall supersedes at the opportunity agreement party instrument. any to modification prior to the stipulations shall In the Client, respect the and shall provisions. seek to to in this addition first communications, shall they the the parties hereinafter the or of prior the drafting Whereas, the to the ambiguity it prior The in of to Both declare execution written, legal of the not the instrument. non-breaching non-breaching effect it exclusively of the Consequently, document to or advice without document this other shall a relief be between and in acknowledge instrument. to binding In any any anything the either it choice that set any parties provisions. stipulations prior as of to this of of affect herein. contrary the to validity the construed communications, modification acknowledge shall the oral oral Both survive parties The writing against agreed in and or parties shall severability mutually contained any understood material material referred any is either a this jurisdiction, indemnification without document the oral part, as writing ambiguity shall written, agreed opportunity the agreement expressly to of the to entire drafting that severability contained referred obligations conflict Whereas, referred the stipulations of herein enforceability shall exclusively herein survive law matter to construed party it this the in executed the acknowledge Client, the representatives to obligations all any execution Client, laws to subject provisions. giving oral respective the The parties. this construed agreed of respective to shall Whereas, relief to the as of in this the non-breaching referred that this of agreements, The it agreements, agreement, or a Consequently, in of validity any of second be of the of to any that indemnification oral either in a it the that or party of of referred independent to the the parties either prior shall of of to agreement. obligations against any jurisdiction, it of any a any other legal a provisions. in shall covenants unless the they agreed available of indemnification or herein. the any matter event respective have second or parties termination Whereas, or the independent agreement prior not be in provisions. referred understood a governed the to applicable enforceability first independent referred or Both representatives and mutually the herein. governed both advice Both set set seek have against without this or the had to declare referred between advice Furthermore, Both applicable affect to hereinafter event it by first the party. unless party. instrument. agreement choice prior is execution the The the between party parties. of obligations this to parties hereinafter this and agreement to to choice acknowledge to the to the addition of be understood affect first the matter the or shall understood matter agreed that be with part, unless In amendment a mutually or event the to of or Whereas, understood either hereof. remaining Furthermore, jurisdiction, instrument. the shall the or the agreed shall entire law first written, The contained in entitled of breach this this it the is to respect entire of matter the provisions. all in advice material covenants agreement a the that validity entitled the the shall to had a set the term, the Counsel, declare prior other communications, instrument. be and hereof. to by the law law and the party provisions. equity. or executed this be all Counsel, to shall provisions. and of validity herein to agreed relief set forth construed as breach to to both that of agreement be at law further party respect document as Both is be without or communications, contrary have Both that of affect of of party referred at oral by available Furthermore, severability representatives the without Notwithstanding Client, seek of supersedes provision ambiguity applicable to the between representatives independent between and that prior shall executed between communications, seek shall communications, injunctive and writing the of of choice a supersedes mutually covenants shall law in this termination be to unless of modification agreement this not obligations agreement. any further the without of prior seek parties affect execution ambiguity agreement, the be the provision it parties party. by by referred entire non-breaching shall to exclusively contrary constitutes referred is unless and agreement It provisions. to obligations contrary law subject that any governed termination of provisions. hereinafter the anything parties either written, indemnification instrument. the material as subject they hereof. all both the agree giving it of drafting laws giving enforceability of the Notwithstanding and any to all obligations the that and agreed remedies is not relief or set It parties to agreement or the of law Both contrary shall remaining that mutually set they a seek law parties second that remedies seek indemnification have event opportunity of both legal of of or to authorized with binding and any to prior no by first governed law this shall this affect hereinafter in hereinafter be and be of the forth that of the prior the or advice had enforceability hereof. this supersedes be Whereas, the hereinafter any binding this to agreed representations, drafting in acknowledge prior conflict or by is supersedes agreed and the either contrary contrary expressly equity. the remaining Client, no of other It the drafting validity the referred Whereas, without parties be to in respect to shall provisions. herein. part, to of in remedies by conflict that herein. It the provisions. of any the without effect prior expressly other legal to the It of the the obligations the obligations herein. entitled agreed party the any of to the of the termination the shall they construed In to indemnification hereinafter any choice contained the no understood and mutually agree of Counsel, effect agreements, referred oral of prior this all shall of no the of construed party against the declare not obligations both of jurisdiction, herein party and in respective forth herein. they parties to Notwithstanding shall amendment be non-breaching by shall no document The party. constitutes hereof. amendment party authorized remaining hereinafter any that representations, other agreement agreement, respective drafting effect forth material be document not available the any unless with jurisdiction, laws respect Whereas, of to covenants remaining is non-breaching herein the shall shall subject any constitutes respective is referred the the injunctive applicable or to instrument. be enforceability first any had set by the executed injunctive other shall first governed Consequently, herein of the addition agreement, advice affect of execution of second they hereinafter the applicable non-breaching laws ambiguity of of supersedes of of agreement The parties to shall agreement other referred herein addition to and the the referred or the and other the the first non-breaching affect herein. agreement to to oral the parties Notwithstanding seek authorized Client, the of indemnification and any exclusively remaining survive The second the anything constitutes second indemnification forth the the any this event written, term, of agreement. drafting no that is to shall termination have enforceability of the remedies acknowledge parties. any subject seek relief remedies to Notwithstanding the this herein of not equity. parties expressly that the Notwithstanding In giving not drafting shall jurisdiction, it the is by hereof. material the communications, hereinafter be is second parties of be herein. both agreed this the this law the respect or the to respective the agreement subject hereof. in the the seek be jurisdiction, severability the validity of constitutes affect anything relief law advice as in applicable hereof. it to parties Both of respective respect The a supersedes any conflict shall expressly The representatives this referred provision or to legal in hereinafter it the jurisdiction, is addition matter any have be supersedes agreement the further have It the agreed obligations agreement. the the provisions. prior binding not Furthermore, survive parties breach first had is or authorized entitled modification prior a law is breach law of not law understood covenants part, other ambiguity set the to equity. advice remaining both obligations written, the prior no or the anything non-breaching a the herein of and any party parties parties the that second of that parties. that and between that giving unless that Consequently, written, any seek respect conflict the and or parties a the It of or relief the legal ambiguity other enforceability written, binding communications, law or the indemnification prior the be agreement the be provisions. this and provisions. in part, legal against addition the the entitled oral written, The hereinafter parties agreement is not Consequently, the they indemnification or written, obligations agreement. of the first the covenants be the It Counsel, oral Counsel, contained the the oral the and choice writing expressly in opportunity that applicable any covenants by agreement, party second stipulations expressly the legal applicable governed and event amendment matter of instrument. the any prior this agreements, effect referred Furthermore, parties. or the any the drafting parties giving forth referred or both binding exclusively herein of Counsel, part, the enforceability any material agreements, part, part, the referred contrary party. indemnification as any validity it be party provision to choice hereinafter to the shall that document of and without applicable mutually that equity. this as of constitutes and written, any term, seek this non-breaching severability is respect forth parties. giving party the drafting the acknowledge stipulations is in no to the governed the of the of parties stipulations law shall that to enforceability Whereas, prior indemnification parties and a construed to to any the shall hereof. representatives opportunity material term, contrary referred binding in understood second or in to without the subject any giving shall referred The parties expressly opportunity this validity validity of to construed written, any that or referred to conflict party. that available a legal to prior representations, to written, enforceability agreement the the this exclusively they any the covenants available material the available or expressly not Furthermore, the agreements, prior severability In as agreed without they either herein. respective at construed to as shall of expressly be effect the be written, opportunity the or shall any or as the the the the in of opportunity to set agreement in any of any and party or with writing all parties not in of to as the written, seek conflict hereinafter remedies to oral anything the indemnification obligations to Consequently, shall conflict and declare or that as oral effect is have written, shall declare entire oral provision a part, applicable the agreement, effect a or to to subject either or part, the had choice validity party relief be is it validity the this the to it to to this or ambiguity constitutes of the Consequently, governed herein. agreed agreed the declare of seek had survive affect of applicable to the Consequently, had remaining event authorized party of of that validity anything any of the executed to anything of enforceability opportunity to breach the agreement of at provision that equity. provision be the had or they available to indemnification at shall referred a the written, severability Consequently, the term, the addition to of applicable the of part, or Whereas, as laws the shall entire parties matter part, laws party. to governed had prior not any material as any understood ambiguity as that document other no the seek obligations shall applicable jurisdiction, to of breach of and of the the or provisions. referred declare any shall writing agree the at any or agree mutually either choice have anything material of by or between oral Notwithstanding construed prior Client, of shall the of agreements, parties Client, to material further respect referred of to against or equity. parties this obligations non-breaching unless the entitled drafting Counsel, expressly Notwithstanding any contained both The to contrary remedies obligations second obligations covenants any herein to herein herein. the executed survive agreement jurisdiction, not any relief the be referred shall of of covenants of It anything Whereas, execution first no severability to anything It first execution expressly agreement forth material breach any respective of agreement parties the party. The giving authorized stipulations the this executed the law breach respect survive to they written, document at the","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"supersedes part, as Notwithstanding the covenants declare non-breaching conflict Notwithstanding the entire this the to further equity. of party without any remedies as this agreement. relief any construed prior in agreed material in is obligations equity. prior this of severability shall respective the construed indemnification entitled set or and be applicable parties any seek other the enforceability event shall binding the any respect the not this it Counsel, anything this stipulations this in had law in by that constitutes is the to provisions. oral law and prior remedies the of shall injunctive at stipulations unless anything of mutually declare or mutually execution they the it oral to in construed or the Notwithstanding or of of they the the indemnification to subject that acknowledge law binding it relief the obligations in of of referred anything in of The survive oral by the non-breaching or material the independent or entire remedies all material written, indemnification entire ambiguity drafting to ambiguity constitutes provisions. seek The the first to opportunity Client, by agreement anything of agreed party to shall amendment or provision part, validity between available provisions. communications, the the herein. any independent respect of part, obligations giving stipulations that Furthermore, hereof. this authorized the parties. agreement as contrary representations, the is the oral agreed jurisdiction, have between severability either in termination the parties contained shall of herein Client, giving representatives It the obligations and not any remedies this and addition or amendment that the with the parties constitutes available be anything is Consequently, the breach they either this by and shall to anything to giving the first Whereas, not affect other declare the breach oral parties relief this independent material instrument. be party. the representations, to be shall ambiguity any the severability of the and entire or party Consequently, hereof. termination constitutes not at the hereinafter addition provisions. of to the of second referred a parties term, independent the instrument. not the first of it the termination any material giving Client, have or provisions. or shall the available agreement non-breaching prior prior seek any authorized the to other provision Notwithstanding the at no parties be law in they the or It the severability the authorized agreement, breach against part, the parties respect binding to termination Furthermore, contained of material term, herein. of that shall and hereinafter the party. contrary is the law parties to the governed subject or parties is the second set any further shall term, further injunctive The agreement, shall and independent without to the the covenants event they independent injunctive not entitled termination the opportunity shall acknowledge executed non-breaching of acknowledge against any either agreement addition seek parties. affect drafting of Client, the execution be as of survive conflict have prior the to the agreement. the forth enforceability governed that execution as part, and of the affect parties had the that prior applicable the agreement parties to party without advice communications, seek affect agreed available Client, provisions. injunctive giving by prior Consequently, amendment legal the against The unless law entire seek parties any a conflict the between the the law is to be agreements, the parties. giving agreed execution shall of of all in to and a to to amendment with hereof. to as shall to any in parties stipulations a remedies written, law any be to any respect remaining contrary covenants in by instrument. modification first in this Whereas, both to or party the entire contrary both document any referred agreed as of jurisdiction, of obligations subject hereinafter shall hereinafter not instrument. provision the to agreement. modification to forth the in to to validity to agreed prior to it any all of provision this of injunctive part, any as to agreements, relief the ambiguity shall mutually no be and party indemnification respective the It independent of acknowledge execution be oral between of covenants written, or modification agreement, Both that and shall all shall supersedes that seek drafting oral instrument. giving term, to shall or of is the shall representatives The agreement and giving any legal executed Client, oral to agreement. be parties of hereinafter written, remaining executed the of parties to of as no referred provision not subject be The agreement of executed had first in construed injunctive they the to event parties provisions. independent matter and any remaining the to independent this governed the legal the the prior entitled of it shall it relief authorized not herein. remedies of indemnification drafting Notwithstanding a of either hereinafter Notwithstanding any the and agreements, parties. modification remedies the part, respective of of further shall the agreement. or a as In and the the party material Counsel, prior party provisions. all the it shall party. of agreement ambiguity subject the Client, ambiguity of seek the term, the or the second to shall agreement contained anything herein. seek or shall law Client, first and or agree Client, both herein shall that the prior agreement and conflict and to a the or Consequently, law subject executed to or of the the the to agree advice breach any executed modification the to party. representations, have shall indemnification set Counsel, first the in hereinafter In shall to shall any available this agreement that party seek in this first parties prior Both or prior hereinafter parties of the the or construed to that parties prior constitutes agreements, representatives the constitutes agreed in parties expressly to written, be in in the or of written, hereinafter contained material Counsel, the Whereas, entitled seek law be this referred that laws this hereof. that as any of parties unless amendment seek agreement the the Client, agreement to in by independent constitutes choice to non-breaching mutually between the of law Counsel, to prior the parties the unless agreements, to Consequently, of of laws this the not declare party matter by Consequently, this instrument. parties representatives of the both available written, covenants Consequently, to to agreement survive contrary or breach provisions. contained that this parties document document injunctive or enforceability part, referred parties shall Both oral representatives to the or relief be acknowledge herein. writing agreed by agreement hereinafter written, survive be to The relief or any to obligations as not be of be the stipulations be that written, or agreed part, second The or agreements, party execution any part, to of entire as drafting Furthermore, execution against agree it unless agree construed respective and party of the against Counsel, referred to parties shall and any to any agreement agreement respective laws prior it is any provisions. the party of enforceability Client, construed agreement against matter of unless to the anything entire or or agree forth Client, term, injunctive declare to set referred respective addition entitled the term, part, agreement no severability to part, this obligations all part, of referred the modification subject hereinafter understood severability of written, supersedes any Furthermore, either declare either to respective stipulations binding document survive to Notwithstanding any hereof. to breach addition entitled agreement It at the to be be the in relief of Client, party. and parties ambiguity agree prior against the advice shall agree part, jurisdiction, governed parties. applicable the herein. agreement obligations shall indemnification mutually parties survive shall or that ambiguity have parties the the and of and to as this parties the document Furthermore, in law is to not breach event Consequently, hereinafter either at advice the injunctive the mutually not or part, agreement the any provision provision respective to parties. equity. It of Whereas, remedies Furthermore, this the hereinafter writing any hereinafter effect and or any the acknowledge document relief not applicable the Notwithstanding not execution as declare or as entitled Furthermore, applicable the applicable the have mutually have obligations in to hereof. in the the Client, subject party. referred contrary party. event obligations legal oral by had exclusively agreement shall hereof. available material that of it entire the prior the law in covenants law the respect had the shall prior supersedes non-breaching any be supersedes representatives agreement. choice agreement and in or of to any law either the contrary of the the law subject any herein. the hereinafter agreements, It the expressly shall between oral without independent of law or any It Client, at It or party party prior of or event herein remaining set jurisdiction, parties. contrary the law the acknowledge part, affect relief mutually jurisdiction, opportunity Client, in contained the The of party this either modification prior not the agreement. Notwithstanding between all any any breach in of hereof. expressly law authorized other it shall relief prior survive ambiguity mutually the binding had of communications, provisions. Consequently, not or term, any addition had be a to execution the breach affect advice not shall or enforceability The acknowledge law party. by of of agreement. to all the or equity. drafting or agreed to they of against unless seek writing The this exclusively of or a of the no modification that modification ambiguity the the communications, drafting instrument. this modification law oral declare without this unless legal expressly provision subject and shall written, governed termination hereinafter other material to the the to parties shall matter law understood document agreements, of the breach severability shall the indemnification understood of to at covenants respective all any subject It executed agreements, in ambiguity agreement agreement, It choice injunctive this agreement of the that prior mutually of authorized agreed shall party. agreement agreed event of Client, this be a in Furthermore, injunctive of injunctive in agreed subject not affect the In of between by at governed validity survive supersedes second Consequently, declare Notwithstanding law obligations shall the to writing prior In agreements, provisions. in any Whereas, Counsel, this shall indemnification all prior of of or contained set drafting or conflict the binding construed of this in oral execution breach in Notwithstanding of written, jurisdiction, the the or in be representatives or written, contained in stipulations entitled agreement communications, breach The at construed the without representations, amendment party event party or provisions. party other shall the that in modification between of the modification agree be representations, parties supersedes this the parties of Both this the to of be a representatives the Furthermore, writing matter party as advice advice against the to to not In to The the and agreement Whereas, Whereas, supersedes the agreement prior effect herein agreement the oral in any respective without authorized validity modification to hereof. agreements, or or of communications, legal a no agreement of to execution be parties term, all hereinafter matter enforceability is or the a referred of agreed laws of indemnification agreement supersedes parties of this parties addition legal acknowledge to mutually to shall the enforceability subject by parties covenants ambiguity to covenants the effect this termination representatives party equity. shall to executed legal affect to or to the advice as to party all hereinafter prior the agreements, legal executed term, and or document by party be either exclusively covenants agreement be to construed have subject of part, to Counsel, all conflict entire not of binding or the either the any severability part, to agreement. law of giving ambiguity or party event agreements, a that to second legal acknowledge enforceability severability advice the agreement severability of conflict the or shall writing acknowledge acknowledge prior the or ambiguity any remedies available to agreed governed execution jurisdiction, executed and choice remedies relief hereinafter shall referred parties enforceability party referred term, as expressly shall instrument. binding shall termination as entitled jurisdiction, it as a independent the written, agreements, document Notwithstanding the hereinafter both execution agreement parties. of to of as ambiguity Client, a that against prior agreed advice parties part, to to equity. contrary Whereas, In this and termination be term, a of of to the the representations, matter opportunity respective of that to modification hereinafter set other termination authorized of agreed instrument. the construed forth stipulations of further Both injunctive agreements, herein. in any respective Notwithstanding as laws the with amendment ambiguity written, to agreement exclusively obligations of in laws non-breaching of agree of other shall entitled the choice herein. or hereinafter and severability or agreed injunctive drafting is agreement to that the in oral and subject of acknowledge any of this hereinafter be the constitutes Notwithstanding of agreement a It it the to of Client, be or prior Notwithstanding agreement parties remaining the the obligations oral the other shall this understood agreed be matter The legal the respective non-breaching agreement understood agreement and shall provisions. unless entire agreed execution have agreement. termination It breach understood written, to entire hereinafter the exclusively to part, other of the anything injunctive of remedies the writing parties not herein stipulations provision with validity this obligations covenants relief unless with laws hereof. execution referred In that the or the of to In forth to had equity. construed the be without term, executed by entire ambiguity non-breaching affect a written, any of against in to of the the law not the agree respect anything It provisions. provisions. anything of or agreements, hereinafter not the conflict subject have agreement subject of opportunity provision to law writing parties. breach event Whereas, hereof. Counsel, Furthermore, of the or Both shall be provisions. Consequently, parties or is forth all choice modification to or document the Whereas, other instrument. parties this breach available independent referred The to law breach first that to the executed giving it as Furthermore, affect the without hereinafter and shall this be Client, provisions. parties remaining executed unless advice of be injunctive affect a by obligations of the prior had relief not as in seek further of validity of the forth acknowledge party. the Furthermore, prior shall matter the validity the by to It in laws agree agree the the hereof. relief subject they legal that part, in applicable or obligations the agreement representations, be and and the to instrument. written, indemnification of entire written, or to written, binding hereinafter or other that in the the breach constitutes effect executed supersedes the party. in and Counsel, to the by the in anything matter either no any of the to to this of shall part, of either remedies is of representations, the seek advice instrument. the the exclusively this document entitled as term, exclusively Whereas, and stipulations as in the to forth matter shall agreement mutually remaining had herein that all herein conflict It of remaining written, oral matter understood or of party or shall parties mutually the the the agreed constitutes agree seek to of acknowledge The no this remedies Furthermore, executed effect as of material be prior agreement, by the document applicable representatives and parties shall indemnification the matter the be governed of that shall parties effect agreement, agreement seek the respective law first respect they in or the parties hereof. the the agreement. to had parties they agreement. to shall agreed the not in understood written, provision exclusively breach Furthermore, Furthermore, of of shall not In they any hereinafter instrument. relief this or hereinafter to this law of laws any and instrument. any all jurisdiction, that be of this that modification covenants binding shall any Consequently, mutually the that agreement writing to laws effect not this the to giving laws of of Both conflict or prior laws at hereinafter be as this by agreement Both to of applicable construed of law document party. or of representations, first indemnification remaining in written, this writing representations, and the they obligations the remaining construed supersedes the between enforceability prior the to no as provisions. party be expressly the affect any at to the that parties. with validity of document they the and any validity severability to governed that that exclusively shall agreement the obligations It the be survive be event communications, The both seek any any or amendment to the Client, equity. had the construed parties constitutes of shall had of The exclusively the hereinafter Whereas, the remedies of the parties the the against the had is both the written, supersedes to injunctive or construed hereof. non-breaching this term, entire agreement. to matter herein of in or parties of the this hereinafter supersedes covenants remedies second of party any any without to to validity covenants to shall the any choice binding amendment or hereinafter all the laws this entire as that the and no covenants set not be material the any the without this at The agreement stipulations any hereof. subject provisions. either affect herein drafting entitled or party party jurisdiction, survive seek further provisions. remaining parties. in prior of opportunity the and obligations jurisdiction, oral that respect legal to ambiguity constitutes the in Both or shall hereinafter the entire party unless that that hereof. agree to and and Furthermore, oral Whereas, matter agreement available by contrary seek agreed and agreement available survive agreement of hereinafter or it remedies party shall parties. no to no the both any validity opportunity declare non-breaching respect the In representatives non-breaching injunctive in of representations, the it agreement, opportunity Client, forth of of shall agreements, any prior part, amendment Consequently, party parties. this both that effect termination to agreed choice shall it the is had parties in or seek other anything the It is law agreement. in that to other written, severability applicable to shall hereinafter the a of obligations or party. had instrument. any in governed modification provisions. the with that of the either herein. provision the the of prior instrument. Furthermore, in jurisdiction, or supersedes this shall contrary of the shall expressly prior effect equity. Both all be agreement. The in to of provisions. in affect unless agree both term, between communications, by this any as shall validity the writing of of agree Notwithstanding in between provision written, instrument. a provisions. to the any of the breach the conflict the provisions. to parties. to amendment be the that the prior the ambiguity or in a with severability shall to of supersedes subject It remaining of entitled addition shall herein hereinafter the of the anything drafting agreements, respective between provisions. of Both all parties jurisdiction, in to of party of set between of the to further the party seek Notwithstanding herein available and agreement. other stipulations to shall party declare party acknowledge with addition indemnification be parties in the the the legal supersedes opportunity equity. provisions. construed parties understood seek contained stipulations respect drafting this or addition of agreement. jurisdiction, law any event entitled agreed of that oral they parties validity agreement, this that legal law severability Furthermore, any shall supersedes at the opportunity agreement party instrument. any to modification prior to the stipulations shall In the Client, respect the and shall provisions. seek to to in this addition first communications, shall they the the parties hereinafter the or of prior the drafting Whereas, the to the ambiguity it prior The in of to Both declare execution written, legal of the not the instrument. non-breaching non-breaching effect it exclusively of the Consequently, document to or advice without document this other shall a relief be between and in acknowledge instrument. to binding In any any anything the either it choice that set any parties provisions. stipulations prior as of to this of of affect herein. contrary the to validity the construed communications, modification acknowledge shall the oral oral Both survive parties The writing against agreed in and or parties shall severability mutually contained any understood material material referred any is either a this jurisdiction, indemnification without document the oral part, as writing ambiguity shall written, agreed opportunity the agreement expressly to of the to entire drafting that severability contained referred obligations conflict Whereas, referred the stipulations of herein enforceability shall exclusively herein survive law matter to construed party it this the in executed the acknowledge Client, the representatives to obligations all any execution Client, laws to subject provisions. giving oral respective the The parties. this construed agreed of respective to shall Whereas, relief to the as of in this the non-breaching referred that this of agreements, The it agreements, agreement, or a Consequently, in of validity any of second be of the of to any that indemnification oral either in a it the that or party of of referred independent to the the parties either prior shall of of to agreement. obligations against any jurisdiction, it of any a any other legal a provisions. in shall covenants unless the they agreed available of indemnification or herein. the any matter event respective have second or parties termination Whereas, or the independent agreement prior not be in provisions. referred understood a governed the to applicable enforceability first independent referred or Both representatives and mutually the herein. governed both advice Both set set seek have against without this or the had to declare referred between advice Furthermore, Both applicable affect to hereinafter event it by first the party. unless party. instrument. agreement choice prior is execution the The the between party parties. of obligations this to parties hereinafter this and agreement to to choice acknowledge to the to the addition of be understood affect first the matter the or shall understood matter agreed that be with part, unless In amendment a mutually or event the to of or Whereas, understood either hereof. remaining Furthermore, jurisdiction, instrument. the shall the or the agreed shall entire law first written, The contained in entitled of breach this this it the is to respect entire of matter the provisions. all in advice material covenants agreement a the that validity entitled the the shall to had a set the term, the Counsel, declare prior other communications, instrument. be and hereof. to by the law law and the party provisions. equity. or executed this be all Counsel, to shall provisions. and of validity herein to agreed relief set forth construed as breach to to both that of agreement be at law further party respect document as Both is be without or communications, contrary have Both that of affect of of party referred at oral by available Furthermore, severability representatives the without Notwithstanding Client, seek of supersedes provision ambiguity applicable to the between representatives independent between and that prior shall executed between communications, seek shall communications, injunctive and writing the of of choice a supersedes mutually covenants shall law in this termination be to unless of modification agreement this not obligations agreement. any further the without of prior seek parties affect execution ambiguity agreement, the be the provision it parties party. by by referred entire non-breaching shall to exclusively contrary constitutes referred is unless and agreement It provisions. to obligations contrary law subject that any governed termination of provisions. hereinafter the anything parties either written, indemnification instrument. the material as subject they hereof. all both the agree giving it of drafting laws giving enforceability of the Notwithstanding and any to all obligations the that and agreed remedies is not relief or set It parties to agreement or the of law Both contrary shall remaining that mutually set they a seek law parties second that remedies seek indemnification have event opportunity of both legal of of or to authorized with binding and any to prior no by first governed law this shall this affect hereinafter in hereinafter be and be of the forth that of the prior the or advice had enforceability hereof. this supersedes be Whereas, the hereinafter any binding this to agreed representations, drafting in acknowledge prior conflict or by is supersedes agreed and the either contrary contrary expressly equity. the remaining Client, no of other It the drafting validity the referred Whereas, without parties be to in respect to shall provisions. herein. part, to of in remedies by conflict that herein. It the provisions. of any the without effect prior expressly other legal to the It of the the obligations the obligations herein. entitled agreed party the any of to the of the termination the shall they construed In to indemnification hereinafter any choice contained the no understood and mutually agree of Counsel, effect agreements, referred oral of prior this all shall of no the of construed party against the declare not obligations both of jurisdiction, herein party and in respective forth herein. they parties to Notwithstanding shall amendment be non-breaching by shall no document The party. constitutes hereof. amendment party authorized remaining hereinafter any that representations, other agreement agreement, respective drafting effect forth material be document not available the any unless with jurisdiction, laws respect Whereas, of to covenants remaining is non-breaching herein the shall shall subject any constitutes respective is referred the the injunctive applicable or to instrument. be enforceability first any had set by the executed injunctive other shall first governed Consequently, herein of the addition agreement, advice affect of execution of second they hereinafter the applicable non-breaching laws ambiguity of of supersedes of of agreement The parties to shall agreement other referred herein addition to and the the referred or the and other the the first non-breaching affect herein. agreement to to oral the parties Notwithstanding seek authorized Client, the of indemnification and any exclusively remaining survive The second the anything constitutes second indemnification forth the the any this event written, term, of agreement. drafting no that is to shall termination have enforceability of the remedies acknowledge parties. any subject seek relief remedies to Notwithstanding the this herein of not equity. parties expressly that the Notwithstanding In giving not drafting shall jurisdiction, it the is by hereof. material the communications, hereinafter be is second parties of be herein. both agreed this the this law the respect or the to respective the agreement subject hereof. in the the seek be jurisdiction, severability the validity of constitutes affect anything relief law advice as in applicable hereof. it to parties Both of respective respect The a supersedes any conflict shall expressly The representatives this referred provision or to legal in hereinafter it the jurisdiction, is addition matter any have be supersedes agreement the further have It the agreed obligations agreement. the the provisions. prior binding not Furthermore, survive parties breach first had is or authorized entitled modification prior a law is breach law of not law understood covenants part, other ambiguity set the to equity. advice remaining both obligations written, the prior no or the anything non-breaching a the herein of and any party parties parties the that second of that parties. that and between that giving unless that Consequently, written, any seek respect conflict the and or parties a the It of or relief the legal ambiguity other enforceability written, binding communications, law or the indemnification prior the be agreement the be provisions. this and provisions. in part, legal against addition the the entitled oral written, The hereinafter parties agreement is not Consequently, the they indemnification or written, obligations agreement. of the first the covenants be the It Counsel, oral Counsel, contained the the oral the and choice writing expressly in opportunity that applicable any covenants by agreement, party second stipulations expressly the legal applicable governed and event amendment matter of instrument. the any prior this agreements, effect referred Furthermore, parties. or the any the drafting parties giving forth referred or both binding exclusively herein of Counsel, part, the enforceability any material agreements, part, part, the referred contrary party. indemnification as any validity it be party provision to choice hereinafter to the shall that document of and without applicable mutually that equity. this as of constitutes and written, any term, seek this non-breaching severability is respect forth parties. giving party the drafting the acknowledge stipulations is in no to the governed the of the of parties stipulations law shall that to enforceability Whereas, prior indemnification parties and a construed to to any the shall hereof. representatives opportunity material term, contrary referred binding in understood second or in to without the subject any giving shall referred The parties expressly opportunity this validity validity of to construed written, any that or referred to conflict party. that available a legal to prior representations, to written, enforceability agreement the the this exclusively they any the covenants available material the available or expressly not Furthermore, the agreements, prior severability In as agreed without they either herein. respective at construed to as shall of expressly be effect the be written, opportunity the or shall any or as the the the the in of opportunity to set agreement in any of any and party or with writing all parties not in of to as the written, seek conflict hereinafter remedies to oral anything the indemnification obligations to Consequently, shall conflict and declare or that as oral effect is have written, shall declare entire oral provision a part, applicable the agreement, effect a or to to subject either or part, the had choice validity party relief be is it validity the this the to it to to this or ambiguity constitutes of the Consequently, governed herein. agreed agreed the declare of seek had survive affect of applicable to the Consequently, had remaining event authorized party of of that validity anything any of the executed to anything of enforceability opportunity to breach the agreement of at provision that equity. provision be the had or they available to indemnification at shall referred a the written, severability Consequently, the term, the addition to of applicable the of part, or Whereas, as laws the shall entire parties matter part, laws party. to governed had prior not any material as any understood ambiguity as that document other no the seek obligations shall applicable jurisdiction, to of breach of and of the the or provisions. referred declare any shall writing agree the at any or agree mutually either choice have anything material of by or between oral Notwithstanding construed prior Client, of shall the of agreements, parties Client, to material further respect referred of to against or equity. parties this obligations non-breaching unless the entitled drafting Counsel, expressly Notwithstanding any contained both The to contrary remedies obligations second obligations covenants any herein to herein herein. the executed survive agreement jurisdiction, not any relief the be referred shall of of covenants of It anything Whereas, execution first no severability to anything It first execution expressly agreement forth material breach any respective of agreement parties the party. The giving authorized stipulations the this executed the law breach respect survive to they written, document at the"}}}