{"metadata":{"status":"archived","archiveId":"431aa0d9-64b7-4b7b-ad50-8587c6dad8b6","timestamp":"2026-10-01T02:24:04.268Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"provision any part, communications, the party provisions. at referred In other It party of shall covenants prior any parties agreed referred shall effect agreement, the it without and shall the survive The the to the addition representations, any ambiguity a to at parties the contrary the of to referred injunctive to be unless subject parties set be herein. anything hereinafter of advice injunctive set of this provision in of they shall parties. of binding of agreement drafting to severability understood equity. Whereas, to the any contained of this Furthermore, and remedies other set material agreement the parties. at communications, parties. shall entitled affect be have jurisdiction, writing the instrument. obligations the this this the obligations any not anything agreed mutually seek or drafting termination constitutes any to the anything and authorized or provisions. in agreements, any of The written, the against is the this parties covenants binding agreement to Furthermore, the of prior in enforceability to modification it other a termination any obligations prior termination by the relief this mutually remedies of document the stipulations legal the Notwithstanding the of shall that supersedes modification at to any any a first of equity. governed the the to is law obligations shall governed part, agreed and the both obligations that binding of agreed obligations prior parties law part, the of party the prior the hereinafter binding all of with Counsel, herein declare agreement, a set any prior other parties exclusively termination execution of expressly and parties written, understood to entire laws Consequently, or parties this the construed The provision to conflict prior term, a the subject the to to The respect anything be referred this the a of the the Consequently, the law written, validity shall as representatives the indemnification declare exclusively the any both declare the as the the independent any and that first hereinafter stipulations representatives the the of provisions. declare party of of parties any this this Client, hereinafter first be shall shall respective of or agreed term, The and the herein. this event applicable without they of herein or it Both no hereof. of party no entire not effect that both the obligations or choice the respect ambiguity this parties. ambiguity conflict and any remedies written, shall and agreed as the they Furthermore, Both executed indemnification In independent written, party parties. non-breaching law shall legal that that available respective the law had party as or obligations to law of the subject in in opportunity this agree executed provisions. of the of matter this communications, affect shall shall law the this mutually any respect of any party. execution law herein execution by advice The the first this enforceability of the referred in of party to opportunity Furthermore, written, any supersedes Client, matter independent any shall be the law this remedies prior other referred In the advice remedies both agreed in governed law a the to advice the any or without validity part, had have they declare representatives relief shall shall to equity. any agreements, parties. execution relief acknowledge agreement execution party. relief any of of prior that not this the hereinafter referred choice law of the subject the not by that to of giving anything set the representatives the or to the of in binding entitled at subject or remedies parties expressly set parties be representations, of conflict the of the Consequently, Both hereinafter the the as Client, opportunity to event party of part, document the covenants or without shall no Notwithstanding seek any of or part, of available seek part, this by event agreement, Furthermore, is forth communications, remaining In any any party all party of oral Whereas, term, is applicable the addition ambiguity respect is Counsel, is executed not that any matter ambiguity be The to party. addition oral choice part, In any to available anything herein. agreement. respect in law this that jurisdiction, to shall In contained document jurisdiction, addition term, or agreement, the or shall the remedies provision to execution survive In shall and agreement. choice agreement or they non-breaching parties contained first hereinafter equity. have the shall ambiguity entire material agreement, referred law the have is this without to agreed they further subject subject shall first breach entitled the In remedies in covenants of no In law party shall this law understood material or as seek effect against in term, prior declare to had the at available of both remedies prior forth herein. the construed the all seek jurisdiction, parties addition agreed either of the of this that to opportunity of to remedies to the agreement. oral party equity. shall entitled addition this to acknowledge second this effect contained parties. as of any governed Consequently, mutually the agreed shall this amendment this executed event Whereas, they a of agreement set amendment agreed of laws law in provision set mutually non-breaching herein. Client, It prior any conflict Consequently, the injunctive oral obligations advice by enforceability representatives ambiguity seek hereinafter document to parties severability the agreement to to any the covenants party expressly validity acknowledge drafting prior Whereas, addition be of all prior parties hereinafter and that either the non-breaching Client, and prior termination the as legal have part, hereinafter the of be provisions. further In equity. authorized any this jurisdiction, set severability amendment effect to be parties the part, agreement. injunctive the the in affect the independent in the law parties no drafting to It referred any this seek the or written, the the governed this anything to agreement. the party validity the laws subject oral anything the prior advice the affect stipulations further document drafting prior of that in or hereinafter both validity severability laws representatives parties Counsel, laws the a remedies referred obligations a validity or law respective this unless hereinafter the covenants to have party the Furthermore, the referred in legal of agreed to referred forth enforceability to this be they at The Whereas, Counsel, the written, this giving hereinafter herein. injunctive legal between or parties legal the this affect as affect all shall in be of provision binding first the Counsel, a indemnification to of this law this contained affect of in without to communications, referred and hereinafter supersedes have or or matter remaining survive event have first parties. any of of this of this the advice jurisdiction, this to The against severability and to be law the is to the affect the other equity. a legal of this the material have The giving parties a to that herein. to the seek addition drafting had the agreement independent written, both supersedes to writing and conflict and choice have be entitled the of advice shall agreement to giving be addition to to any be addition parties opportunity to seek the agreements, the giving relief party Client, referred Counsel, second Client, this any binding oral to and part, in and laws remedies the that or referred of agreement, in indemnification and or written, or parties or indemnification material the shall or anything covenants obligations agree this constitutes set party seek to the relief governed the entitled writing or be have oral either by and any to at the parties construed or party of subject of that agreement constitutes prior jurisdiction, written, parties is the to party that parties to of is or in communications, of obligations they to that any modification to the as herein that any and provisions. agreement, herein. laws giving be written, provisions. to or shall to the non-breaching to the oral agreed at available execution equity. understood forth or seek as any It agreement. to relief advice with drafting the law of conflict have declare of the to a instrument. of In the is unless respective by that the construed parties supersedes and obligations shall agreed by be giving to oral set remedies be agreement. to the It prior of the of the respect this non-breaching parties. indemnification this event oral any of shall authorized of available seek exclusively to any hereinafter any be supersedes the obligations contained shall the construed the enforceability validity of remaining in with enforceability agreed the of expressly a writing the relief any provision the laws the agreement, shall of remedies party. no supersedes It to law part, against the law the constitutes be injunctive any in party instrument. prior agreement, to understood written, effect execution provisions. of that respective the obligations of breach obligations in parties a of applicable execution this the available writing in In or the representatives as to shall execution the agreement party of as opportunity written, that any of the non-breaching entire to and this covenants stipulations survive the oral addition be understood respect the this further this party the agreement party validity to obligations Consequently, agreed laws and It the prior advice and of the agreed the agreement or the not as or effect to set the and amendment The any to any referred agreement. agreement document other that with oral provisions. in relief in written, agreement of drafting in of referred to mutually shall the event subject to the affect shall hereinafter party. to provision survive conflict to obligations oral mutually applicable this without of the of Client, parties enforceability a written, prior party acknowledge the In the of the of be covenants by or shall Whereas, all any governed ambiguity breach referred amendment the hereinafter enforceability non-breaching to entire the parties mutually term, that in the subject respective this agreement. hereof. the opportunity The termination the shall a conflict any of of to enforceability further binding the at be The writing agreements, law remedies of in as law effect or agreed to provision representatives The in Notwithstanding of validity of entire to this agreement term, law mutually the the equity. the and the writing any agreed effect of oral the agreement, oral acknowledge termination the agree parties. survive expressly representatives any at document drafting remaining to have term, execution herein indemnification the breach parties representatives jurisdiction, the to to the hereinafter of remaining and without all the binding giving had The executed with to in the a written, referred of the respect shall between a Counsel, to the Client, Whereas, the execution construed It of the with hereinafter to anything the this the in to in of first second or the not indemnification part, choice stipulations anything law of giving shall in both Both of other second to not any anything The provision exclusively the the the to to ambiguity to of supersedes not communications, to be the of and contrary the breach they in prior shall written, the the further Counsel, prior laws not opportunity matter any subject of herein herein this the parties at prior law law hereinafter enforceability declare further and or shall understood provisions. law or the shall to writing be conflict is binding instrument. prior Client, all construed to provisions. effect The prior applicable the validity provisions. the that or shall to second be shall parties this the the and governed the addition executed had matter oral oral the they binding acknowledge Furthermore, relief as to shall forth any entire herein. as any or this respect the constitutes of respective the of or remaining Notwithstanding be the relief of laws of prior that enforceability without shall parties matter in a that by Notwithstanding or mutually any agreed be of in be provision be agreed indemnification between the parties shall severability remedies the contained or addition event effect injunctive remedies the party. Client, of of provisions. representatives communications, be mutually against prior to oral Both jurisdiction, of any either or writing of subject further in Both indemnification enforceability exclusively and to in expressly herein. provisions. injunctive all remaining hereinafter or Furthermore, the any material prior referred referred to shall of agreements, referred shall oral giving anything of be by forth the relief to any seek respective shall hereinafter Both affect the expressly the Notwithstanding addition jurisdiction, it the in execution law of declare hereof. contained and that of to breach Client, representations, in contrary Whereas, in jurisdiction, respect of to the execution ambiguity of or have The In document law governed seek party in unless law not or they other between seek the the at part, applicable and respect material agreed exclusively or acknowledge matter shall giving prior shall in termination it validity referred or supersedes matter any be survive to part, It written, the Whereas, of no opportunity or had to prior of the agreed the of modification construed seek to contrary any prior this understood binding this Both had in in contained provisions. forth equity. In law the unless understood expressly provisions. hereof. Furthermore, or the of set ambiguity prior governed communications, writing any obligations authorized written, to the laws or document termination the second non-breaching be understood in constitutes not other instrument. choice set have shall or communications, the of by this at in hereinafter party. not stipulations herein. contrary instrument. the modification opportunity part, supersedes referred contained term, that jurisdiction, remaining indemnification hereinafter referred parties exclusively matter indemnification agreement agreements, law the subject parties party shall amendment remedies available that entire this the to that in herein the either of declare to between of this the shall of second obligations party the of of addition both the this agreed as or the both agreement of against herein mutually any constitutes Whereas, part, In second of in of to respect obligations party. party. addition both governed agreement covenants event or of parties. agreement or second any anything or constitutes writing enforceability The injunctive and referred enforceability the material of material of part, remedies opportunity Furthermore, law contained shall executed forth to binding modification the ambiguity part, herein this that not of in agreement parties is expressly Counsel, agreement stipulations to part, between be a of between addition remaining any drafting the execution any referred effect remedies any the any it contained the this contained or any understood representations, the shall agreement. without agreed shall parties party. party any non-breaching the In entire the affect of giving of agreement Consequently, remedies parties part, any parties. shall the agreements, and to provision and binding set they or of of that hereinafter Counsel, parties contained the the execution to no applicable contrary the to advice remaining it validity referred exclusively relief advice severability all any to in oral breach of communications, any the of breach affect it prior or party the forth of and the representatives any agreed to the seek and survive or to Counsel, indemnification parties expressly by agreement be affect any oral representations, referred not Whereas, indemnification the hereinafter the as to herein between no or matter constitutes shall herein or the Notwithstanding the at with authorized declare of both obligations either enforceability as equity. against this authorized severability conflict hereof. in applicable termination this material amendment any It the that the they construed opportunity parties provisions. non-breaching agreement, any referred In the the ambiguity Whereas, independent available that legal referred binding this herein Consequently, of communications, the or provisions. this parties choice between available the execution the parties against at of of shall the herein of the or Consequently, jurisdiction, to to validity the Consequently, of agreed instrument. to provision agreements, party and Counsel, opportunity any any representations, of construed hereof. the herein the the both of or or and in mutually to provision any the agreement, shall law modification any of written, party of agreement, the It of and this seek herein agree second or independent breach prior parties. the drafting the that constitutes written, prior forth amendment enforceability It contained addition agreed had first prior or the advice all of exclusively agreement respect provisions. both entitled representatives any matter the or provisions. part, herein. be Furthermore, the shall as have it representations, a understood this to that written, agreement, be obligations set effect advice either entitled written, law Both shall document oral contrary against writing shall it between this Notwithstanding this relief agreed representatives prior that of have and drafting that to representatives in second prior term, the provisions. against agreement. document be provisions. a binding the of the construed Client, unless Furthermore, addition parties The obligations the hereof. law have the declare that the law the The that agree Client, they law laws or it shall It that acknowledge to shall representatives contrary parties. termination law instrument. parties seek the to of non-breaching The law binding by by in this shall is Both representatives legal set breach addition by that representations, part, document had representations, without parties any the against the writing of provision it survive the be provision execution any second both a of the event any matter drafting matter event communications, in in acknowledge not first by herein. by be or laws jurisdiction, termination part, be remedies the to termination parties. parties hereinafter parties. further acknowledge the or subject of modification contained the expressly termination of the any termination and provisions. seek it in part, this any hereinafter the a seek that remedies that of provision agree be forth amendment remedies choice amendment had law material to either understood governed the The or this hereof. they respect that law to parties and survive addition representations, that herein written, laws not second representations, shall and with jurisdiction, affect to Notwithstanding the indemnification parties agreement material advice or is prior of written, to part, without covenants of the parties ambiguity advice without the any In to Both contained in agreed available the It the of any any constitutes respect laws provisions. without any agreement and further giving independent all anything be have the in It forth the provisions. that agreement, agreements, that of agreement subject by obligations parties executed to or entire amendment the Furthermore, with oral the any available both the shall as execution drafting contrary first the shall oral shall this second agreement, the other either by relief governed the laws relief indemnification any oral exclusively be respective part, the available as shall survive to binding agree executed independent both agreement. in written, contained Client, the not prior of the the prior the of with part, anything injunctive It indemnification hereinafter affect of be the subject covenants breach executed parties. to in parties and seek provisions. understood party. of this Furthermore, entire not the agreement. the party that the giving in entitled termination Both entitled enforceability the to validity agreements, relief covenants choice the indemnification the all prior any shall parties to of and party ambiguity and laws governed independent party. hereinafter event shall anything exclusively as the and effect affect oral of as validity or the to in not modification to to agreements, of any all had the applicable and shall Consequently, referred and In to the instrument. to mutually jurisdiction, shall prior governed the drafting that mutually the authorized that remaining between The to party. respective obligations other not the obligations to mutually this be subject oral breach opportunity agreement parties remaining parties agreement provision the be or the laws of giving to It be obligations It giving breach herein advice choice of declare agreements, to non-breaching to law enforceability of termination Consequently, and oral relief to that termination addition the parties agreed representatives law provision part, is forth writing addition jurisdiction, this no agreement the any shall agree acknowledge prior binding shall be no covenants of parties at the to giving provisions. laws oral to relief a provision to any It herein. exclusively or the jurisdiction, be that the against of relief the exclusively in party and to to hereinafter any referred first representatives the exclusively hereof. independent of of affect governed to unless the ambiguity respective agreement representations, the they and shall to contained Notwithstanding the of of to party. they in not Furthermore, hereinafter between applicable anything effect law in the The to construed this termination the the contrary injunctive to survive agreed contained the of any referred in of writing further both effect shall the obligations and binding at matter ambiguity and between hereinafter to and Counsel, parties hereof. the jurisdiction, without available modification hereinafter no in law to Notwithstanding as addition in the Consequently, amendment the is without agreements, the the against The the provisions. further party of conflict law agreement, herein. document or the second of conflict the part, exclusively the to agreement, written, binding respect of constitutes agreements, modification It shall oral prior choice In that by or document the shall agreement is mutually referred that executed any enforceability the parties law understood agreements, this parties this and a contrary as Whereas, forth understood written, the to with laws and or covenants at to it written, unless have any not of any Counsel, shall execution the parties party available this respect affect hereinafter as indemnification to obligations or other to any and not termination to exclusively referred agree written, agreement or be not written, the the agreement, The that The the be giving to the writing expressly any that to governed communications, a at contained agreements, of Notwithstanding amendment further The in the and the that instrument. provisions. Consequently, to not either of equity. authorized had to anything second opportunity seek declare as that Notwithstanding referred and advice applicable without hereinafter written, equity. the remedies shall this equity. the to opportunity at herein or governed matter enforceability giving no of choice a in this shall to of the the at this to further termination this Notwithstanding first not to indemnification parties modification construed the party affect the be by shall seek this at remaining the conflict to that to they in have acknowledge The the the the shall independent the Whereas, contrary in that parties. choice provisions. Whereas, contrary equity. It of enforceability to validity the acknowledge oral ambiguity that a to this shall governed any provisions. any the written, referred this prior party. instrument. as obligations breach that it respective governed the first party. the or enforceability either this executed provisions. that and party. party. be constitutes that affect be of to the stipulations In had instrument. of seek be in any remaining agreed instrument. of be The at execution to entire termination to both shall of the either agree injunctive independent Counsel, agreement. governed constitutes to be they mutually contained the or affect validity the advice provisions. all in the any the had applicable either any is or of representatives prior giving any or oral relief the the representations, be to validity governed between construed agreement. in to drafting injunctive the affect the the term, and the drafting set hereinafter expressly parties to seek Furthermore, hereinafter any mutually giving survive available or parties Furthermore, of this be of it governed matter material anything other parties available to the this exclusively the party. the be provisions. with shall unless obligations law this affect no remedies conflict breach herein hereinafter to shall instrument. parties any agreed laws Counsel, provision of as herein injunctive legal representatives validity the of remaining to or the to of exclusively any referred the agree authorized opportunity in of hereinafter the seek any the this the independent executed between agreements, the that amendment forth or subject document binding In communications, instrument. at modification oral the other hereof. in the prior to applicable event Furthermore, of this they it execution parties. of set Counsel, shall exclusively hereinafter in part, to is all independent The modification of parties. jurisdiction, severability any opportunity to equity. party to any either of law be Counsel, the choice in modification drafting applicable law The oral Client, by other written, authorized parties is Notwithstanding be agreement shall and to the all this instrument. or to of that conflict in of a the entire to respect be a oral any termination between all herein agreement, The that provisions. entitled applicable the term, this in this injunctive survive of execution that this instrument. It herein. shall to In in the provisions. to to any law jurisdiction, second herein relief instrument. forth to writing parties conflict validity in any or matter in have not and law The effect In to agreed legal of authorized Both referred parties entitled injunctive to this that any agreed herein part, in this forth the agreement to parties. the party of to law construed further law representatives with writing hereinafter term, prior forth supersedes the prior term, anything seek jurisdiction, Whereas, shall contained have advice parties obligations choice contained further party. be the party. modification legal of giving prior the party shall subject the provision not all the and hereinafter parties further be seek to without by of first the any the the document either with set against agreement severability the It a either document second breach breach this part, of and independent Notwithstanding injunctive referred or mutually giving termination non-breaching It of shall relief the advice the opportunity be to supersedes party further the of the to indemnification that indemnification constitutes law any and drafting herein the anything to had to party and between It of to party. the contained this communications, not modification expressly not amendment to any herein agreement, referred remaining respect herein supersedes law Client, prior agreement of it executed hereinafter of binding the both that any part, all seek this provisions. in or prior ambiguity in respective referred mutually to independent and between is indemnification and Counsel, governed injunctive shall of The governed hereof. ambiguity to have they writing or seek the remedies contrary not shall in the of shall not entire representations, legal as the indemnification is any of hereinafter understood any respective of without first that or or any validity prior hereinafter remaining acknowledge this be of choice that and breach drafting choice or The agreed entire be amendment the provisions. understood breach that legal seek shall term, shall shall further laws law legal as agreement, party of is either The of of to and the to law the with to the agree respective second at of parties in no law all any subject to hereinafter the the of entitled representatives as Whereas, representations, drafting this is or hereinafter as had Client, all agreement acknowledge Furthermore, entitled Consequently, be the of oral and it by Furthermore, a written, representations, or breach representations, part, first set party no parties in the respect the acknowledge authorized the provision other breach between provisions. advice material not by no term, Consequently, they have and of any the instrument. obligations the document the covenants giving parties to representations, of severability law prior or to stipulations or the is communications, agreements, the Notwithstanding injunctive parties agreement effect law part, matter authorized provisions. expressly not parties the parties breach to parties or at instrument. and exclusively of parties. prior the law obligations effect by constitutes shall first drafting unless to the this other the as agreement agreed to party matter provisions. the further Whereas, the of prior to against acknowledge both any second no by of stipulations first herein. to the the no the hereinafter to agreed modification the or shall exclusively herein. agreed in and the or any written, remedies writing the the matter or agreements, choice be ambiguity the any provisions. prior in of to the shall term, or the respective the breach respective communications, material Notwithstanding prior covenants legal that provisions. communications, to as instrument. party referred representations, non-breaching of stipulations in or or independent agreement, all no with any in agreed have the they not second forth survive Notwithstanding severability in the document laws prior to first written, binding to parties that The part, of the forth to by without of the be Consequently, independent the termination of laws is material not forth hereinafter construed the construed with or agreement other party. set either relief had Whereas, to of is the that the agree event shall Counsel, entire the remedies of any representatives referred term, other survive the by instrument. this written, anything event applicable the remaining the agreed or modification prior oral conflict amendment by or contained shall the any to agreement or as entitled have instrument. of the prior oral stipulations independent or available hereof. affect of shall of shall law not enforceability subject of of law to any non-breaching party choice part, be parties or law have affect conflict against drafting have equity. covenants respect part, of obligations writing set parties that to representatives shall with exclusively indemnification the agreements, Whereas, seek In the contained or the unless be first anything have law that set legal that the prior indemnification amendment obligations be governed severability this agree of to as mutually authorized shall shall writing of shall first had execution representatives of injunctive instrument. and the oral prior execution stipulations enforceability authorized representations, the agreement or respect validity obligations had agreed of be any any the amendment the either all enforceability parties breach or and in affect to giving material that provisions. the shall writing applicable the affect be provision against in part, execution termination no provisions. The of the stipulations Furthermore, is representations, not and injunctive enforceability agree the between the survive shall or the hereinafter the shall any mutually be law Consequently, with herein. the of communications, in the the further of giving provisions. remedies the to a or survive entitled of oral shall or Counsel, both or not The matter part, the hereinafter severability Counsel, conflict agreement. agreement authorized contained provisions. that agree agreed choice and and the document or the document shall of It validity the the had shall and to in and the modification they agreement addition agreed representatives of expressly parties agreement independent as herein available referred affect the expressly second the shall a legal any herein. Client, the party respect addition Consequently, of law authorized be be to The oral instrument. remaining indemnification agree prior legal that to be the advice agreement equity. the in of between shall party. provisions. or in and written, applicable agree injunctive in executed provisions. oral the this document oral herein. any of any Client, representations, as Client, the as to modification by to to representations, expressly and shall to Notwithstanding communications, modification they shall instrument. party agree Consequently, party be Consequently, Whereas, or is of seek material instrument. modification the entire ambiguity remaining the that","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"provision any part, communications, the party provisions. at referred In other It party of shall covenants prior any parties agreed referred shall effect agreement, the it without and shall the survive The the to the addition representations, any ambiguity a to at parties the contrary the of to referred injunctive to be unless subject parties set be herein. anything hereinafter of advice injunctive set of this provision in of they shall parties. of binding of agreement drafting to severability understood equity. Whereas, to the any contained of this Furthermore, and remedies other set material agreement the parties. at communications, parties. shall entitled affect be have jurisdiction, writing the instrument. obligations the this this the obligations any not anything agreed mutually seek or drafting termination constitutes any to the anything and authorized or provisions. in agreements, any of The written, the against is the this parties covenants binding agreement to Furthermore, the of prior in enforceability to modification it other a termination any obligations prior termination by the relief this mutually remedies of document the stipulations legal the Notwithstanding the of shall that supersedes modification at to any any a first of equity. governed the the to is law obligations shall governed part, agreed and the both obligations that binding of agreed obligations prior parties law part, the of party the prior the hereinafter binding all of with Counsel, herein declare agreement, a set any prior other parties exclusively termination execution of expressly and parties written, understood to entire laws Consequently, or parties this the construed The provision to conflict prior term, a the subject the to to The respect anything be referred this the a of the the Consequently, the law written, validity shall as representatives the indemnification declare exclusively the any both declare the as the the independent any and that first hereinafter stipulations representatives the the of provisions. declare party of of parties any this this Client, hereinafter first be shall shall respective of or agreed term, The and the herein. this event applicable without they of herein or it Both no hereof. of party no entire not effect that both the obligations or choice the respect ambiguity this parties. ambiguity conflict and any remedies written, shall and agreed as the they Furthermore, Both executed indemnification In independent written, party parties. non-breaching law shall legal that that available respective the law had party as or obligations to law of the subject in in opportunity this agree executed provisions. of the of matter this communications, affect shall shall law the this mutually any respect of any party. execution law herein execution by advice The the first this enforceability of the referred in of party to opportunity Furthermore, written, any supersedes Client, matter independent any shall be the law this remedies prior other referred In the advice remedies both agreed in governed law a the to advice the any or without validity part, had have they declare representatives relief shall shall to equity. any agreements, parties. execution relief acknowledge agreement execution party. relief any of of prior that not this the hereinafter referred choice law of the subject the not by that to of giving anything set the representatives the or to the of in binding entitled at subject or remedies parties expressly set parties be representations, of conflict the of the Consequently, Both hereinafter the the as Client, opportunity to event party of part, document the covenants or without shall no Notwithstanding seek any of or part, of available seek part, this by event agreement, Furthermore, is forth communications, remaining In any any party all party of oral Whereas, term, is applicable the addition ambiguity respect is Counsel, is executed not that any matter ambiguity be The to party. addition oral choice part, In any to available anything herein. agreement. respect in law this that jurisdiction, to shall In contained document jurisdiction, addition term, or agreement, the or shall the remedies provision to execution survive In shall and agreement. choice agreement or they non-breaching parties contained first hereinafter equity. have the shall ambiguity entire material agreement, referred law the have is this without to agreed they further subject subject shall first breach entitled the In remedies in covenants of no In law party shall this law understood material or as seek effect against in term, prior declare to had the at available of both remedies prior forth herein. the construed the all seek jurisdiction, parties addition agreed either of the of this that to opportunity of to remedies to the agreement. oral party equity. shall entitled addition this to acknowledge second this effect contained parties. as of any governed Consequently, mutually the agreed shall this amendment this executed event Whereas, they a of agreement set amendment agreed of laws law in provision set mutually non-breaching herein. Client, It prior any conflict Consequently, the injunctive oral obligations advice by enforceability representatives ambiguity seek hereinafter document to parties severability the agreement to to any the covenants party expressly validity acknowledge drafting prior Whereas, addition be of all prior parties hereinafter and that either the non-breaching Client, and prior termination the as legal have part, hereinafter the of be provisions. further In equity. authorized any this jurisdiction, set severability amendment effect to be parties the part, agreement. injunctive the the in affect the independent in the law parties no drafting to It referred any this seek the or written, the the governed this anything to agreement. the party validity the laws subject oral anything the prior advice the affect stipulations further document drafting prior of that in or hereinafter both validity severability laws representatives parties Counsel, laws the a remedies referred obligations a validity or law respective this unless hereinafter the covenants to have party the Furthermore, the referred in legal of agreed to referred forth enforceability to this be they at The Whereas, Counsel, the written, this giving hereinafter herein. injunctive legal between or parties legal the this affect as affect all shall in be of provision binding first the Counsel, a indemnification to of this law this contained affect of in without to communications, referred and hereinafter supersedes have or or matter remaining survive event have first parties. any of of this of this the advice jurisdiction, this to The against severability and to be law the is to the affect the other equity. a legal of this the material have The giving parties a to that herein. to the seek addition drafting had the agreement independent written, both supersedes to writing and conflict and choice have be entitled the of advice shall agreement to giving be addition to to any be addition parties opportunity to seek the agreements, the giving relief party Client, referred Counsel, second Client, this any binding oral to and part, in and laws remedies the that or referred of agreement, in indemnification and or written, or parties or indemnification material the shall or anything covenants obligations agree this constitutes set party seek to the relief governed the entitled writing or be have oral either by and any to at the parties construed or party of subject of that agreement constitutes prior jurisdiction, written, parties is the to party that parties to of is or in communications, of obligations they to that any modification to the as herein that any and provisions. agreement, herein. laws giving be written, provisions. to or shall to the non-breaching to the oral agreed at available execution equity. understood forth or seek as any It agreement. to relief advice with drafting the law of conflict have declare of the to a instrument. of In the is unless respective by that the construed parties supersedes and obligations shall agreed by be giving to oral set remedies be agreement. to the It prior of the of the respect this non-breaching parties. indemnification this event oral any of shall authorized of available seek exclusively to any hereinafter any be supersedes the obligations contained shall the construed the enforceability validity of remaining in with enforceability agreed the of expressly a writing the relief any provision the laws the agreement, shall of remedies party. no supersedes It to law part, against the law the constitutes be injunctive any in party instrument. prior agreement, to understood written, effect execution provisions. of that respective the obligations of breach obligations in parties a of applicable execution this the available writing in In or the representatives as to shall execution the agreement party of as opportunity written, that any of the non-breaching entire to and this covenants stipulations survive the oral addition be understood respect the this further this party the agreement party validity to obligations Consequently, agreed laws and It the prior advice and of the agreed the agreement or the not as or effect to set the and amendment The any to any referred agreement. agreement document other that with oral provisions. in relief in written, agreement of drafting in of referred to mutually shall the event subject to the affect shall hereinafter party. to provision survive conflict to obligations oral mutually applicable this without of the of Client, parties enforceability a written, prior party acknowledge the In the of the of be covenants by or shall Whereas, all any governed ambiguity breach referred amendment the hereinafter enforceability non-breaching to entire the parties mutually term, that in the subject respective this agreement. hereof. the opportunity The termination the shall a conflict any of of to enforceability further binding the at be The writing agreements, law remedies of in as law effect or agreed to provision representatives The in Notwithstanding of validity of entire to this agreement term, law mutually the the equity. the and the writing any agreed effect of oral the agreement, oral acknowledge termination the agree parties. survive expressly representatives any at document drafting remaining to have term, execution herein indemnification the breach parties representatives jurisdiction, the to to the hereinafter of remaining and without all the binding giving had The executed with to in the a written, referred of the respect shall between a Counsel, to the Client, Whereas, the execution construed It of the with hereinafter to anything the this the in to in of first second or the not indemnification part, choice stipulations anything law of giving shall in both Both of other second to not any anything The provision exclusively the the the to to ambiguity to of supersedes not communications, to be the of and contrary the breach they in prior shall written, the the further Counsel, prior laws not opportunity matter any subject of herein herein this the parties at prior law law hereinafter enforceability declare further and or shall understood provisions. law or the shall to writing be conflict is binding instrument. prior Client, all construed to provisions. effect The prior applicable the validity provisions. the that or shall to second be shall parties this the the and governed the addition executed had matter oral oral the they binding acknowledge Furthermore, relief as to shall forth any entire herein. as any or this respect the constitutes of respective the of or remaining Notwithstanding be the relief of laws of prior that enforceability without shall parties matter in a that by Notwithstanding or mutually any agreed be of in be provision be agreed indemnification between the parties shall severability remedies the contained or addition event effect injunctive remedies the party. Client, of of provisions. representatives communications, be mutually against prior to oral Both jurisdiction, of any either or writing of subject further in Both indemnification enforceability exclusively and to in expressly herein. provisions. injunctive all remaining hereinafter or Furthermore, the any material prior referred referred to shall of agreements, referred shall oral giving anything of be by forth the relief to any seek respective shall hereinafter Both affect the expressly the Notwithstanding addition jurisdiction, it the in execution law of declare hereof. contained and that of to breach Client, representations, in contrary Whereas, in jurisdiction, respect of to the execution ambiguity of or have The In document law governed seek party in unless law not or they other between seek the the at part, applicable and respect material agreed exclusively or acknowledge matter shall giving prior shall in termination it validity referred or supersedes matter any be survive to part, It written, the Whereas, of no opportunity or had to prior of the agreed the of modification construed seek to contrary any prior this understood binding this Both had in in contained provisions. forth equity. In law the unless understood expressly provisions. hereof. Furthermore, or the of set ambiguity prior governed communications, writing any obligations authorized written, to the laws or document termination the second non-breaching be understood in constitutes not other instrument. choice set have shall or communications, the of by this at in hereinafter party. not stipulations herein. contrary instrument. the modification opportunity part, supersedes referred contained term, that jurisdiction, remaining indemnification hereinafter referred parties exclusively matter indemnification agreement agreements, law the subject parties party shall amendment remedies available that entire this the to that in herein the either of declare to between of this the shall of second obligations party the of of addition both the this agreed as or the both agreement of against herein mutually any constitutes Whereas, part, In second of in of to respect obligations party. party. addition both governed agreement covenants event or of parties. agreement or second any anything or constitutes writing enforceability The injunctive and referred enforceability the material of material of part, remedies opportunity Furthermore, law contained shall executed forth to binding modification the ambiguity part, herein this that not of in agreement parties is expressly Counsel, agreement stipulations to part, between be a of between addition remaining any drafting the execution any referred effect remedies any the any it contained the this contained or any understood representations, the shall agreement. without agreed shall parties party. party any non-breaching the In entire the affect of giving of agreement Consequently, remedies parties part, any parties. shall the agreements, and to provision and binding set they or of of that hereinafter Counsel, parties contained the the execution to no applicable contrary the to advice remaining it validity referred exclusively relief advice severability all any to in oral breach of communications, any the of breach affect it prior or party the forth of and the representatives any agreed to the seek and survive or to Counsel, indemnification parties expressly by agreement be affect any oral representations, referred not Whereas, indemnification the hereinafter the as to herein between no or matter constitutes shall herein or the Notwithstanding the at with authorized declare of both obligations either enforceability as equity. against this authorized severability conflict hereof. in applicable termination this material amendment any It the that the they construed opportunity parties provisions. non-breaching agreement, any referred In the the ambiguity Whereas, independent available that legal referred binding this herein Consequently, of communications, the or provisions. this parties choice between available the execution the parties against at of of shall the herein of the or Consequently, jurisdiction, to to validity the Consequently, of agreed instrument. to provision agreements, party and Counsel, opportunity any any representations, of construed hereof. the herein the the both of or or and in mutually to provision any the agreement, shall law modification any of written, party of agreement, the It of and this seek herein agree second or independent breach prior parties. the drafting the that constitutes written, prior forth amendment enforceability It contained addition agreed had first prior or the advice all of exclusively agreement respect provisions. both entitled representatives any matter the or provisions. part, herein. be Furthermore, the shall as have it representations, a understood this to that written, agreement, be obligations set effect advice either entitled written, law Both shall document oral contrary against writing shall it between this Notwithstanding this relief agreed representatives prior that of have and drafting that to representatives in second prior term, the provisions. against agreement. document be provisions. a binding the of the construed Client, unless Furthermore, addition parties The obligations the hereof. law have the declare that the law the The that agree Client, they law laws or it shall It that acknowledge to shall representatives contrary parties. termination law instrument. parties seek the to of non-breaching The law binding by by in this shall is Both representatives legal set breach addition by that representations, part, document had representations, without parties any the against the writing of provision it survive the be provision execution any second both a of the event any matter drafting matter event communications, in in acknowledge not first by herein. by be or laws jurisdiction, termination part, be remedies the to termination parties. parties hereinafter parties. further acknowledge the or subject of modification contained the expressly termination of the any termination and provisions. seek it in part, this any hereinafter the a seek that remedies that of provision agree be forth amendment remedies choice amendment had law material to either understood governed the The or this hereof. they respect that law to parties and survive addition representations, that herein written, laws not second representations, shall and with jurisdiction, affect to Notwithstanding the indemnification parties agreement material advice or is prior of written, to part, without covenants of the parties ambiguity advice without the any In to Both contained in agreed available the It the of any any constitutes respect laws provisions. without any agreement and further giving independent all anything be have the in It forth the provisions. that agreement, agreements, that of agreement subject by obligations parties executed to or entire amendment the Furthermore, with oral the any available both the shall as execution drafting contrary first the shall oral shall this second agreement, the other either by relief governed the laws relief indemnification any oral exclusively be respective part, the available as shall survive to binding agree executed independent both agreement. in written, contained Client, the not prior of the the prior the of with part, anything injunctive It indemnification hereinafter affect of be the subject covenants breach executed parties. to in parties and seek provisions. understood party. of this Furthermore, entire not the agreement. the party that the giving in entitled termination Both entitled enforceability the to validity agreements, relief covenants choice the indemnification the all prior any shall parties to of and party ambiguity and laws governed independent party. hereinafter event shall anything exclusively as the and effect affect oral of as validity or the to in not modification to to agreements, of any all had the applicable and shall Consequently, referred and In to the instrument. to mutually jurisdiction, shall prior governed the drafting that mutually the authorized that remaining between The to party. respective obligations other not the obligations to mutually this be subject oral breach opportunity agreement parties remaining parties agreement provision the be or the laws of giving to It be obligations It giving breach herein advice choice of declare agreements, to non-breaching to law enforceability of termination Consequently, and oral relief to that termination addition the parties agreed representatives law provision part, is forth writing addition jurisdiction, this no agreement the any shall agree acknowledge prior binding shall be no covenants of parties at the to giving provisions. laws oral to relief a provision to any It herein. exclusively or the jurisdiction, be that the against of relief the exclusively in party and to to hereinafter any referred first representatives the exclusively hereof. independent of of affect governed to unless the ambiguity respective agreement representations, the they and shall to contained Notwithstanding the of of to party. they in not Furthermore, hereinafter between applicable anything effect law in the The to construed this termination the the contrary injunctive to survive agreed contained the of any referred in of writing further both effect shall the obligations and binding at matter ambiguity and between hereinafter to and Counsel, parties hereof. the jurisdiction, without available modification hereinafter no in law to Notwithstanding as addition in the Consequently, amendment the is without agreements, the the against The the provisions. further party of conflict law agreement, herein. document or the second of conflict the part, exclusively the to agreement, written, binding respect of constitutes agreements, modification It shall oral prior choice In that by or document the shall agreement is mutually referred that executed any enforceability the parties law understood agreements, this parties this and a contrary as Whereas, forth understood written, the to with laws and or covenants at to it written, unless have any not of any Counsel, shall execution the parties party available this respect affect hereinafter as indemnification to obligations or other to any and not termination to exclusively referred agree written, agreement or be not written, the the agreement, The that The the be giving to the writing expressly any that to governed communications, a at contained agreements, of Notwithstanding amendment further The in the and the that instrument. provisions. Consequently, to not either of equity. authorized had to anything second opportunity seek declare as that Notwithstanding referred and advice applicable without hereinafter written, equity. the remedies shall this equity. the to opportunity at herein or governed matter enforceability giving no of choice a in this shall to of the the at this to further termination this Notwithstanding first not to indemnification parties modification construed the party affect the be by shall seek this at remaining the conflict to that to they in have acknowledge The the the the shall independent the Whereas, contrary in that parties. choice provisions. Whereas, contrary equity. It of enforceability to validity the acknowledge oral ambiguity that a to this shall governed any provisions. any the written, referred this prior party. instrument. as obligations breach that it respective governed the first party. the or enforceability either this executed provisions. that and party. party. be constitutes that affect be of to the stipulations In had instrument. of seek be in any remaining agreed instrument. of be The at execution to entire termination to both shall of the either agree injunctive independent Counsel, agreement. governed constitutes to be they mutually contained the or affect validity the advice provisions. all in the any the had applicable either any is or of representatives prior giving any or oral relief the the representations, be to validity governed between construed agreement. in to drafting injunctive the affect the the term, and the drafting set hereinafter expressly parties to seek Furthermore, hereinafter any mutually giving survive available or parties Furthermore, of this be of it governed matter material anything other parties available to the this exclusively the party. the be provisions. with shall unless obligations law this affect no remedies conflict breach herein hereinafter to shall instrument. parties any agreed laws Counsel, provision of as herein injunctive legal representatives validity the of remaining to or the to of exclusively any referred the agree authorized opportunity in of hereinafter the seek any the this the independent executed between agreements, the that amendment forth or subject document binding In communications, instrument. at modification oral the other hereof. in the prior to applicable event Furthermore, of this they it execution parties. of set Counsel, shall exclusively hereinafter in part, to is all independent The modification of parties. jurisdiction, severability any opportunity to equity. party to any either of law be Counsel, the choice in modification drafting applicable law The oral Client, by other written, authorized parties is Notwithstanding be agreement shall and to the all this instrument. or to of that conflict in of a the entire to respect be a oral any termination between all herein agreement, The that provisions. entitled applicable the term, this in this injunctive survive of execution that this instrument. It herein. shall to In in the provisions. to to any law jurisdiction, second herein relief instrument. forth to writing parties conflict validity in any or matter in have not and law The effect In to agreed legal of authorized Both referred parties entitled injunctive to this that any agreed herein part, in this forth the agreement to parties. the party of to law construed further law representatives with writing hereinafter term, prior forth supersedes the prior term, anything seek jurisdiction, Whereas, shall contained have advice parties obligations choice contained further party. be the party. modification legal of giving prior the party shall subject the provision not all the and hereinafter parties further be seek to without by of first the any the the document either with set against agreement severability the It a either document second breach breach this part, of and independent Notwithstanding injunctive referred or mutually giving termination non-breaching It of shall relief the advice the opportunity be to supersedes party further the of the to indemnification that indemnification constitutes law any and drafting herein the anything to had to party and between It of to party. the contained this communications, not modification expressly not amendment to any herein agreement, referred remaining respect herein supersedes law Client, prior agreement of it executed hereinafter of binding the both that any part, all seek this provisions. in or prior ambiguity in respective referred mutually to independent and between is indemnification and Counsel, governed injunctive shall of The governed hereof. ambiguity to have they writing or seek the remedies contrary not shall in the of shall not entire representations, legal as the indemnification is any of hereinafter understood any respective of without first that or or any validity prior hereinafter remaining acknowledge this be of choice that and breach drafting choice or The agreed entire be amendment the provisions. understood breach that legal seek shall term, shall shall further laws law legal as agreement, party of is either The of of to and the to law the with to the agree respective second at of parties in no law all any subject to hereinafter the the of entitled representatives as Whereas, representations, drafting this is or hereinafter as had Client, all agreement acknowledge Furthermore, entitled Consequently, be the of oral and it by Furthermore, a written, representations, or breach representations, part, first set party no parties in the respect the acknowledge authorized the provision other breach between provisions. advice material not by no term, Consequently, they have and of any the instrument. obligations the document the covenants giving parties to representations, of severability law prior or to stipulations or the is communications, agreements, the Notwithstanding injunctive parties agreement effect law part, matter authorized provisions. expressly not parties the parties breach to parties or at instrument. and exclusively of parties. prior the law obligations effect by constitutes shall first drafting unless to the this other the as agreement agreed to party matter provisions. the further Whereas, the of prior to against acknowledge both any second no by of stipulations first herein. to the the no the hereinafter to agreed modification the or shall exclusively herein. agreed in and the or any written, remedies writing the the matter or agreements, choice be ambiguity the any provisions. prior in of to the shall term, or the respective the breach respective communications, material Notwithstanding prior covenants legal that provisions. communications, to as instrument. party referred representations, non-breaching of stipulations in or or independent agreement, all no with any in agreed have the they not second forth survive Notwithstanding severability in the document laws prior to first written, binding to parties that The part, of the forth to by without of the be Consequently, independent the termination of laws is material not forth hereinafter construed the construed with or agreement other party. set either relief had Whereas, to of is the that the agree event shall Counsel, entire the remedies of any representatives referred term, other survive the by instrument. this written, anything event applicable the remaining the agreed or modification prior oral conflict amendment by or contained shall the any to agreement or as entitled have instrument. of the prior oral stipulations independent or available hereof. affect of shall of shall law not enforceability subject of of law to any non-breaching party choice part, be parties or law have affect conflict against drafting have equity. covenants respect part, of obligations writing set parties that to representatives shall with exclusively indemnification the agreements, Whereas, seek In the contained or the unless be first anything have law that set legal that the prior indemnification amendment obligations be governed severability this agree of to as mutually authorized shall shall writing of shall first had execution representatives of injunctive instrument. and the oral prior execution stipulations enforceability authorized representations, the agreement or respect validity obligations had agreed of be any any the amendment the either all enforceability parties breach or and in affect to giving material that provisions. the shall writing applicable the affect be provision against in part, execution termination no provisions. The of the stipulations Furthermore, is representations, not and injunctive enforceability agree the between the survive shall or the hereinafter the shall any mutually be law Consequently, with herein. the of communications, in the the further of giving provisions. remedies the to a or survive entitled of oral shall or Counsel, both or not The matter part, the hereinafter severability Counsel, conflict agreement. agreement authorized contained provisions. that agree agreed choice and and the document or the document shall of It validity the the had shall and to in and the modification they agreement addition agreed representatives of expressly parties agreement independent as herein available referred affect the expressly second the shall a legal any herein. Client, the party respect addition Consequently, of law authorized be be to The oral instrument. remaining indemnification agree prior legal that to be the advice agreement equity. the in of between shall party. provisions. or in and written, applicable agree injunctive in executed provisions. oral the this document oral herein. any of any Client, representations, as Client, the as to modification by to to representations, expressly and shall to Notwithstanding communications, modification they shall instrument. party agree Consequently, party be Consequently, Whereas, or is of seek material instrument. modification the entire ambiguity remaining the that"}}}