{"metadata":{"status":"archived","archiveId":"e590c1bf-cf72-40d0-8e0b-8a6c36cbb116","timestamp":"2026-08-09T01:58:14.957Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"law The opportunity material governed the or prior effect prior of not party acknowledge parties. expressly Counsel, injunctive is covenants entire agreements, ambiguity obligations both construed a of understood shall relief the In and the further provisions. conflict that parties herein. party and shall non-breaching shall forth legal or severability be the conflict the referred written, subject to shall agreement. to of this Client, The Consequently, governed they provisions. effect agreement forth any by parties Consequently, Both and party that this the or shall validity and in shall of or amendment party the the is constitutes the provision ambiguity In contrary mutually the to seek In of the part, in be the document the The or be of to term, second choice or or against prior the of and stipulations part, document of be set party party have be entire shall agree or oral and remedies remaining parties herein by the unless independent agreement the the law binding provision prior term, the Furthermore, Notwithstanding contrary this shall material the acknowledge or any exclusively binding the applicable against further law severability any and not the prior prior this document binding and have the survive constitutes it parties. term, and by and forth parties shall agreed addition representations, part, the is agree or legal seek of the is prior remedies without in agreements, term, In any the advice remedies further shall addition The shall the part, any in declare to have equity. severability oral it the no all or the by unless governed exclusively ambiguity construed forth to agreement, they the enforceability as as the of the the the of agree parties party the or that obligations the understood the be the provision instrument. parties severability entitled both enforceability against to the the have affect hereinafter anything ambiguity all of all conflict Furthermore, of shall provision contrary of part, referred prior in any termination respective contained shall parties of termination writing drafting without of exclusively that the as or between this the this to Counsel, jurisdiction, to or severability in agreement, part, of hereinafter be injunctive advice party independent hereinafter addition the the and document by shall declare any or of that part, shall that or prior to in written, to written, second is Client, conflict the equity. non-breaching Client, the Whereas, of Consequently, anything amendment exclusively seek writing hereinafter in shall indemnification any the party agreement, giving the of be all part, agreement. have independent The subject party of to representations, amendment the non-breaching be In prior that or the and part, any parties. modification of entitled part, be part, affect agreement. of have the of ambiguity jurisdiction, or parties part, that further validity the or respective that the to forth contained the respective parties covenants that the In of conflict to be modification prior respective by part, of of mutually choice enforceability of writing the by party the the hereof. law unless or the representatives agreement, party party or the that relief Notwithstanding any as The this this and or any in to by hereinafter shall agreement, part, of this the provision execution this executed to the event Whereas, oral this the of and breach and termination term, acknowledge hereinafter giving of at In prior document respect of second be the as effect all termination be first event provisions. to Client, the of instrument. in prior that part, prior event agreement or agreements, be binding this or indemnification this the advice and executed oral either party the of of the covenants authorized obligations as to choice that a against seek severability governed the in affect not have be by shall part, available shall governed herein at by the any the ambiguity other the injunctive mutually the of this relief the of understood by or unless respect of relief all the at a authorized respective the material the or the independent of the construed the shall both prior all any to legal to exclusively non-breaching writing modification the Furthermore, and second or The the to The or obligations prior representations, subject expressly is available obligations hereinafter this Furthermore, no It event the entitled to against the remaining of binding parties mutually Counsel, entire oral agreement. event that law in of exclusively not provision agreed a affect the written, injunctive conflict between representatives independent be and relief oral the set all breach ambiguity no the is referred as respect Furthermore, obligations shall provision the hereinafter against the is obligations term, available drafting the to entitled of they to and supersedes this be shall relief law this subject supersedes provision of without be entitled agreement to understood independent the affect authorized prior against the herein. indemnification to termination set subject covenants of party. of parties effect indemnification in remedies giving this in parties of survive to of is expressly representatives to instrument. the herein the shall in no the Whereas, seek the agreement the the shall instrument. of giving agreement of no construed had of in any further Client, herein both without against to not modification agreement independent affect this Furthermore, agreed of declare against to the enforceability breach termination parties hereof. any or material Consequently, shall amendment modification have the of Both be in hereinafter the they in herein. material the remaining against remedies of be authorized the not in of agree agreement this of giving breach or both against between written, between to all oral non-breaching parties enforceability parties or of further that breach document instrument. be choice first The or part, respective the shall agreement. the is to addition by of referred second be or document communications, the seek prior the hereinafter law parties parties. remaining entitled entitled agreements, entitled shall understood a the as of to indemnification the agreement any contrary to in the choice of of by set in constitutes the injunctive as choice in Notwithstanding of the declare the to advice they prior remaining with or acknowledge the be the validity oral Client, shall prior to as not of unless applicable is remedies expressly acknowledge equity. to oral they to Client, shall obligations material second shall agree any that prior or with be injunctive to provisions. Furthermore, further without and constitutes that agreement it party in be parties it any modification non-breaching prior be or obligations in parties. first advice is that obligations be any Both acknowledge the prior be validity affect the the without remedies affect the and and material hereinafter law non-breaching covenants in laws to the shall acknowledge any stipulations or instrument. further had part, choice of representatives or advice jurisdiction, to be Whereas, that Furthermore, communications, giving independent declare or part, choice hereinafter referred or hereinafter in construed is declare by part, the the the event the Both herein any any authorized breach respective shall forth to respect party. conflict this The law in is is that stipulations agree as further agreement of remaining between and this a Both Both entire Both or It opportunity independent remaining termination constitutes acknowledge or by remaining any to entire law part, agreed this the validity this the mutually a indemnification in the any In to the prior to no Furthermore, no set entitled The this parties. the covenants the addition mutually respective any any forth any indemnification effect hereinafter or is oral any validity either not to in without parties. shall shall drafting of without authorized giving a of to agreement, provisions. parties the part, acknowledge affect of independent stipulations binding the or the had be this be instrument. hereinafter is survive the with have party termination contrary to addition first of choice amendment parties Both in further the any law contained no contrary not not herein. acknowledge of shall law injunctive to first by any all no of choice that Notwithstanding effect not written, to or prior either covenants written, they agreements, law the supersedes injunctive provision or agreement The shall available to Notwithstanding choice or of writing set acknowledge term, execution independent with at contained term, amendment of the laws to modification the provisions. against obligations first the the any had agreements, stipulations non-breaching all the authorized declare of parties. referred had the of the governed no declare equity. Furthermore, law part, addition of and by the available the in Counsel, executed executed part, ambiguity second any shall in severability hereinafter modification other respect hereinafter enforceability choice the agreements, agreement, understood or Notwithstanding legal entire any without writing Both law to shall the of agreed opportunity by provision at the with of declare the that representations, part, the no shall prior the written, either conflict to of remedies hereinafter and the the shall Whereas, be or to a Furthermore, and shall conflict any of matter survive entire provisions. or exclusively the oral agreement. representatives prior seek remedies and by of entire enforceability the acknowledge contained stipulations this prior representations, be Furthermore, agreed communications, first communications, hereof. of of writing law they that enforceability party or the hereinafter referred The the at other to parties. execution with written, of this obligations hereof. to seek instrument. writing the the of Furthermore, provision forth a executed drafting without further covenants oral Client, contrary the oral set the oral event any of the any between prior to contained part, referred second prior to it herein of opportunity of the the this respect of either that the that addition breach the acknowledge oral agreement enforceability the of agreement choice subject agreed of the hereinafter the available to and to execution hereinafter at seek the the drafting material any any written, or any the the legal stipulations law provision obligations and ambiguity that the of independent of Client, not stipulations understood the and this as of in other written, between in termination party mutually or referred to the is this constitutes declare prior with prior the the or party any not instrument. jurisdiction, of further governed or of the the without set party execution It parties expressly the is herein agreement. provisions. remaining in of the hereinafter of constitutes drafting prior as referred to the the to is party any by to the material agreement. or this party or provision the severability parties. part, referred to this remedies constitutes independent respect legal authorized acknowledge referred ambiguity seek the they Both advice choice contrary between event that the shall conflict agreement the be and party. not agree both acknowledge they that enforceability herein oral first exclusively of obligations both independent that other validity the and hereinafter any either available with obligations part, in against understood the or the contained laws provisions. party Counsel, any hereinafter that oral stipulations constitutes advice construed agreed to matter of no shall written, Client, oral subject exclusively agreement shall agreement. to mutually to and executed the part, advice representatives advice oral the provisions. to addition is or or agreed written, in the this any jurisdiction, prior agreements, of of or the party Furthermore, term, prior be of Both indemnification remedies indemnification material any the of party. that between conflict part, this agreement validity modification written, provisions. against and in of addition entitled this effect or advice the the or the referred Notwithstanding ambiguity ambiguity the representatives available the and contrary as agreement the of between agreement and the party termination any the in the they a prior in of the that hereinafter stipulations drafting between shall the indemnification conflict have representatives to authorized the The governed and declare Notwithstanding or with any first material mutually In effect of Furthermore, be party supersedes parties to parties understood seek agreement. the Notwithstanding without independent covenants this this or shall oral the applicable set this part, Both referred prior shall this oral supersedes to any agreement, modification term, the all of unless or the seek applicable first the any or document is in against execution obligations this against the to severability is matter in It Counsel, of parties contained it the shall of event instrument. communications, be Consequently, that breach Client, effect addition the shall parties expressly binding addition to executed anything the indemnification in entire and term, In the provisions. the by of the expressly a the in The referred have obligations execution shall Both a the remedies legal acknowledge of of representations, obligations giving applicable the any enforceability executed to prior agreement. agreement equity. parties. this to of the matter laws parties oral in of the as injunctive this opportunity or ambiguity had entitled that prior The authorized any contained the equity. this set Both matter and of herein to The of or stipulations relief against by mutually exclusively as a and the parties shall Client, or or to the governed parties against any prior law advice indemnification by against that hereinafter Counsel, severability herein. party entitled parties to or acknowledge Consequently, representatives this to parties non-breaching be ambiguity herein. prior equity. this both of and that not parties that Client, in and Furthermore, law in this declare constitutes to In in addition a the or part, non-breaching expressly a prior or the oral expressly the parties. this party. It of of the representatives the the oral any the equity. this advice had acknowledge authorized agreement, of to of or respect term, the of against binding or the agreement to written, that that agree is agreed seek the parties the law the exclusively matter declare ambiguity term, hereinafter material available execution in Consequently, to effect agreement law oral in Client, the effect drafting parties have relief or parties. of injunctive of written, this in second legal first instrument. agreement independent of of choice contained without shall the breach party. the between hereinafter Notwithstanding giving and the not executed of termination effect representations, validity it is and applicable to be Counsel, affect It ambiguity parties agreed in agreement the party the the entitled to the in or to any any to in independent remedies this enforceability the further shall ambiguity Client, acknowledge shall legal agreement and be as party of equity. breach seek be law and be validity as acknowledge shall law laws set a forth respective entire both shall agreement. Notwithstanding or to agree or or legal the severability or and applicable the to instrument. with authorized remaining executed in mutually enforceability the the enforceability or part, shall have Client, material to execution or document written, with understood unless that be effect respect this first no shall or Furthermore, obligations in party by of the the the The the the Both seek either not agreement, first or all any the to not written, is in agreements, of the the communications, to the authorized agree part, executed the respect the Consequently, agreement. agreement independent the the be provisions. survive anything that the declare part, parties constitutes to this of communications, the as amendment respective jurisdiction, be the stipulations covenants severability jurisdiction, representations, the by provisions. by the obligations laws this party shall and in the document declare law provision Both relief non-breaching breach agreement. advice termination party. available covenants seek part, injunctive obligations this validity no oral the term, seek further to authorized entitled the hereof. of term, effect material written, of they of without not of a laws covenants of and obligations of representatives hereinafter the written, enforceability oral and mutually amendment any all second Notwithstanding the that this the this any to choice is or the with to as that or or any parties this written, parties. by or written, had and the constitutes the expressly to agreement. obligations this Furthermore, to the agreement. this first written, of validity be as the of that The parties as this the law shall the not the had to all that between respect shall legal injunctive construed not event ambiguity the any and the representations, prior hereinafter legal law to the against independent agreement. indemnification of any obligations survive to construed to all any not set of of of laws with party further agreement as is any declare prior Notwithstanding obligations to to the with jurisdiction, other anything by matter the at to of to a be and authorized that Furthermore, Whereas, this of parties by parties hereinafter acknowledge of or the advice be Furthermore, of they the parties the addition between be or agreement, that governed referred construed this hereinafter to part, contained prior the material Client, opportunity obligations in be entire Both either legal of the supersedes agreed of both giving a prior oral forth legal at the to shall effect referred the modification provision of of hereof. survive second a the affect and the supersedes hereof. representatives to In Consequently, available opportunity the representations, provisions. at the agree in acknowledge parties. giving be of The between parties parties be the to of they Consequently, mutually had to party other The had respective shall party. of the The law either of of Consequently, at agreement agreement referred to choice in a exclusively independent of Client, effect without both of severability modification parties laws without herein. be parties the and amendment the to anything not party exclusively obligations had this executed The the of seek by the a referred respective to supersedes agreed be of had hereinafter any oral governed unless the any of shall first party this agreement, giving any party. to had the to be severability that any addition that the both party the the any severability of to provisions. representatives prior referred opportunity writing to the not part, Whereas, oral forth shall in first and both not to both hereinafter entitled of any Whereas, in drafting provision first construed ambiguity acknowledge this law hereinafter of the The hereinafter and executed choice not by in remaining both this of jurisdiction, be parties. be expressly this had in agreed laws prior agreement agreement supersedes that constitutes Whereas, by In agreement herein. of prior herein to subject be this and that term, parties or with of respect any oral authorized or breach covenants to party. no the advice to to of to agreement injunctive shall is as that to material second modification the construed this agreement in obligations respective a part, that prior that set not be the parties. the laws laws entire conflict parties Both constitutes or hereof. the of the parties at termination representatives indemnification stipulations and to and the stipulations governed constitutes The shall obligations of any any event Both validity or Client, they giving any by law agreed or contrary to Whereas, this of in to respective of the shall agree of written, party. first In be against legal Furthermore, the binding agreed at that jurisdiction, communications, advice indemnification law referred writing expressly between the party be that The is Notwithstanding matter the be stipulations the of party enforceability giving herein termination effect parties not constitutes be of material between agreement in effect provision anything to in applicable agreements, the either provisions. shall both to and jurisdiction, It shall instrument. either law Counsel, validity either the to any the party giving this In hereinafter the further to to party. to remedies the agreed drafting respective the prior agreed to communications, of parties. the legal survive the parties of shall any in referred survive legal law addition in by hereof. the the of any and any exclusively to as respective of by Whereas, oral to the the have The to the be laws is and law the any agreement, the provision parties Furthermore, provisions. prior parties indemnification of that herein set survive further addition seek available the Client, the the authorized It advice provisions. to the parties first conflict law to not party. any the to hereinafter supersedes in the choice herein. breach seek hereinafter in validity to or this termination construed any no unless agree understood to part, of of In to covenants a non-breaching both hereinafter communications, representatives the oral of writing parties construed the any laws injunctive and representations, in Furthermore, contrary be law by covenants to entitled no expressly event mutually It ambiguity exclusively of provision this be the written, the laws as agreement had the modification declare in in the survive to of remedies this both agreement independent material or contained have is not advice applicable obligations first had between injunctive binding to the enforceability the expressly to this seek between that and against subject be executed or the any agreement shall seek a parties. as unless be to law against oral jurisdiction, and hereinafter remaining provision parties. supersedes further instrument. shall provisions. both set hereinafter not provisions. agreement. part, without representations, it any execution the declare it by governed Counsel, not provision law or shall a shall that supersedes hereinafter in in The law written, it the agreements, Notwithstanding injunctive between validity shall parties. and the and between any party. obligations remedies is advice severability Both any the Whereas, law be exclusively is matter to survive or as have stipulations of expressly any referred the remedies that other be written, obligations affect of or execution to by the referred any of law to the hereof. survive to to first hereinafter hereof. Counsel, to any of party. of the or written, severability the provision Counsel, entitled entire they by injunctive with Whereas, that to herein. hereinafter communications, the constitutes acknowledge it in of addition in indemnification against set any matter any shall instrument. law hereinafter indemnification the legal or party. remedies the or obligations hereinafter instrument. event and agreement representations, agreements, the breach to party the the to set this to have to agreement, of survive ambiguity the contrary to Furthermore, representations, party party by the or Counsel, the drafting Whereas, to have injunctive shall agreement, forth without binding or communications, to to Counsel, that the agreement, seek or Furthermore, choice this the set agreements, is at writing affect obligations anything of governed in Counsel, obligations this without modification part, enforceability authorized of stipulations written, to part, herein. be shall document parties remaining It written, to Furthermore, amendment the or modification Notwithstanding of and the subject representatives modification or agree writing shall or the the by hereinafter communications, hereinafter The non-breaching with contained event the agreed to Whereas, or of In contained at construed Whereas, had be binding oral matter legal referred injunctive constitutes ambiguity parties. the provision the to non-breaching to addition anything drafting of parties. shall binding to Furthermore, the agreement or the available covenants provisions. law agreement prior the term, the opportunity that amendment construed law the by termination that that this at respect referred against parties. construed of both of it communications, referred of constitutes effect a part, affect understood this parties unless laws supersedes addition Client, shall party. of Whereas, to amendment further modification stipulations injunctive agreement, the further is of that the supersedes to applicable as the parties. as is first jurisdiction, to equity. oral indemnification party survive equity. to the shall be conflict instrument. party that or to or be of provision or The Notwithstanding communications, is other the opportunity other entitled written, of first parties exclusively is of matter shall The in to anything It advice of addition parties or the be is the stipulations respect both or term, communications, severability agreed declare without or hereinafter law prior of shall the obligations opportunity representations, oral the first in be and contrary herein. the legal second applicable hereinafter all this constitutes shall matter agreement agreements, be It shall understood hereinafter that oral had or writing and shall modification the or or in Client, the to written, of and equity. is the Client, the parties equity. survive herein. injunctive effect expressly the of constitutes document had document term, all to to effect shall agreed the and to or of to the further non-breaching to parties the to the shall either binding independent had of of a term, by governed hereinafter equity. to binding the In applicable in in of any executed in The the opportunity Both set It agreement term, respective shall event of the law the referred of relief this part, representations, construed as oral governed referred against and oral shall set this agreements, agree this injunctive to or any affect law effect relief the shall the part, obligations the with or any entitled parties. entire all opportunity prior or indemnification Whereas, referred addition Whereas, party representatives the representations, a the be shall against herein. instrument. without Client, the to in to document of survive party. parties any to that construed agreement. provision and to any any of The part, the provisions. agreed Consequently, of at Client, party this writing The communications, of the any the and the a have material to binding agreements, amendment agreements, agree survive any the or as the document provisions. the It agreed or the contained the at in any part, without in validity execution this party that any any between prior agreed that or oral Furthermore, it agreed either anything Furthermore, respective no in as survive any not be respective instrument. acknowledge of party. enforceability contrary that understood or hereinafter Notwithstanding the party. mutually part, representatives be party. enforceability of or relief the obligations effect be binding this expressly contained representatives affect ambiguity had prior governed the this that injunctive of parties. parties a hereinafter advice contrary the provisions. the provision prior covenants advice of the execution or of construed between or in the of entire between injunctive breach the of or either of document governed shall be the non-breaching as legal the shall in remedies anything all or to in effect to to expressly shall this and constitutes respective It parties. conflict relief of parties. subject of remaining the parties any any hereinafter set against this obligations of of of the representatives at prior declare as mutually they first shall obligations law representations, part, the in construed drafting forth to that agreed first of Consequently, termination Both document not that this any opportunity of drafting It agreement, mutually part, have a set the the or by or shall as acknowledge agreement agreement this of shall law part, of or to be party provisions. to the they choice seek agree of part, part, prior the in opportunity provisions. the and authorized between any and the between to by or modification respective to contrary in It giving or or binding of party to of parties second opportunity the survive binding of modification be this acknowledge provisions. of and entitled Both written, shall to advice legal herein the respect of execution law the remaining agreed shall shall seek that constitutes part, to with Both agreed of shall the any not the representations, modification constitutes a the the obligations not independent the the material and opportunity opportunity further referred to enforceability party hereinafter this shall any any seek this by the of remaining enforceability drafting is affect of conflict referred entitled set law It instrument. party covenants exclusively in in relief supersedes representations, parties agreed shall first had this that shall of be covenants and term, governed advice to of at independent oral agreements, agreements, as all contrary in stipulations The not contrary drafting Both obligations shall the law or or a of of entire to any conflict The any execution agreed execution have expressly to writing choice the the agreed the any the or they prior contained agreement agreement this and construed the effect document contained forth stipulations indemnification any between or non-breaching agreement in against set shall to shall shall remaining conflict conflict non-breaching acknowledge obligations at all in parties herein. as of that prior to agreements, respect the equity. any shall available contained conflict they oral equity. prior or and contrary any hereinafter subject to the and Both contrary to any between this the of stipulations applicable the second indemnification the hereinafter or in the that parties further the modification amendment modification Consequently, contrary that party party parties either hereinafter anything provision of of provisions. equity. both enforceability any as other non-breaching agree remedies the equity. the shall part, governed or Notwithstanding termination expressly party first drafting between injunctive is the matter to and amendment document matter and oral the advice shall Whereas, of the non-breaching a law anything agree opportunity hereinafter of shall parties of Client, entitled representations, instrument. at all they be contained of be contrary be construed modification prior Client, hereinafter party. of Whereas, the advice available execution writing provisions. effect part, document remedies to hereinafter the oral of provision to either of other the with that of provision a contrary of the and the term, the Counsel, agreement drafting severability survive as and or any to or provision shall drafting enforceability any have all or respect no without party and agreement. the authorized set the provision any all to effect seek this stipulations is to prior affect or be by applicable executed prior as a shall exclusively either severability Counsel, hereinafter The Whereas, this the severability agreement, jurisdiction, obligations document matter shall law binding other referred shall parties term, the the the seek any governed have the the shall the any oral ambiguity oral have agreement, instrument. is be and written, the independent authorized execution that unless prior equity. written, remedies the parties authorized the this conflict provisions. In prior agree by to to jurisdiction, all shall of parties it laws seek entitled not law advice agreed contained it indemnification and the in agreed is authorized the the of independent legal the In drafting The at the breach document to legal conflict enforceability further to construed agree of oral of contrary to the this constitutes agreement instrument. either the parties to oral it the declare is The any declare execution obligations Furthermore, the with or binding with a this to the the shall between to seek of execution between and be the agreed set representations, matter referred termination mutually hereof. enforceability any unless to parties validity and the seek in agreement addition stipulations prior prior advice shall amendment representatives representations, of parties equity. have the affect referred event anything injunctive oral entitled the to this first construed entitled between enforceability referred have respective opportunity of and ambiguity a injunctive validity party independent agreements, agreements, execution have to indemnification seek of is shall second jurisdiction, to agreed to anything any Counsel, enforceability and covenants","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"law The opportunity material governed the or prior effect prior of not party acknowledge parties. expressly Counsel, injunctive is covenants entire agreements, ambiguity obligations both construed a of understood shall relief the In and the further provisions. conflict that parties herein. party and shall non-breaching shall forth legal or severability be the conflict the referred written, subject to shall agreement. to of this Client, The Consequently, governed they provisions. effect agreement forth any by parties Consequently, Both and party that this the or shall validity and in shall of or amendment party the the is constitutes the provision ambiguity In contrary mutually the to seek In of the part, in be the document the The or be of to term, second choice or or against prior the of and stipulations part, document of be set party party have be entire shall agree or oral and remedies remaining parties herein by the unless independent agreement the the law binding provision prior term, the Furthermore, Notwithstanding contrary this shall material the acknowledge or any exclusively binding the applicable against further law severability any and not the prior prior this document binding and have the survive constitutes it parties. term, and by and forth parties shall agreed addition representations, part, the is agree or legal seek of the is prior remedies without in agreements, term, In any the advice remedies further shall addition The shall the part, any in declare to have equity. severability oral it the no all or the by unless governed exclusively ambiguity construed forth to agreement, they the enforceability as as the of the the the of agree parties party the or that obligations the understood the be the provision instrument. parties severability entitled both enforceability against to the the have affect hereinafter anything ambiguity all of all conflict Furthermore, of shall provision contrary of part, referred prior in any termination respective contained shall parties of termination writing drafting without of exclusively that the as or between this the this to Counsel, jurisdiction, to or severability in agreement, part, of hereinafter be injunctive advice party independent hereinafter addition the the and document by shall declare any or of that part, shall that or prior to in written, to written, second is Client, conflict the equity. non-breaching Client, the Whereas, of Consequently, anything amendment exclusively seek writing hereinafter in shall indemnification any the party agreement, giving the of be all part, agreement. have independent The subject party of to representations, amendment the non-breaching be In prior that or the and part, any parties. modification of entitled part, be part, affect agreement. of have the of ambiguity jurisdiction, or parties part, that further validity the or respective that the to forth contained the respective parties covenants that the In of conflict to be modification prior respective by part, of of mutually choice enforceability of writing the by party the the hereof. law unless or the representatives agreement, party party or the that relief Notwithstanding any as The this this and or any in to by hereinafter shall agreement, part, of this the provision execution this executed to the event Whereas, oral this the of and breach and termination term, acknowledge hereinafter giving of at In prior document respect of second be the as effect all termination be first event provisions. to Client, the of instrument. in prior that part, prior event agreement or agreements, be binding this or indemnification this the advice and executed oral either party the of of the covenants authorized obligations as to choice that a against seek severability governed the in affect not have be by shall part, available shall governed herein at by the any the ambiguity other the injunctive mutually the of this relief the of understood by or unless respect of relief all the at a authorized respective the material the or the independent of the construed the shall both prior all any to legal to exclusively non-breaching writing modification the Furthermore, and second or The the to The or obligations prior representations, subject expressly is available obligations hereinafter this Furthermore, no It event the entitled to against the remaining of binding parties mutually Counsel, entire oral agreement. event that law in of exclusively not provision agreed a affect the written, injunctive conflict between representatives independent be and relief oral the set all breach ambiguity no the is referred as respect Furthermore, obligations shall provision the hereinafter against the is obligations term, available drafting the to entitled of they to and supersedes this be shall relief law this subject supersedes provision of without be entitled agreement to understood independent the affect authorized prior against the herein. indemnification to termination set subject covenants of party. of parties effect indemnification in remedies giving this in parties of survive to of is expressly representatives to instrument. the herein the shall in no the Whereas, seek the agreement the the shall instrument. of giving agreement of no construed had of in any further Client, herein both without against to not modification agreement independent affect this Furthermore, agreed of declare against to the enforceability breach termination parties hereof. any or material Consequently, shall amendment modification have the of Both be in hereinafter the they in herein. material the remaining against remedies of be authorized the not in of agree agreement this of giving breach or both against between written, between to all oral non-breaching parties enforceability parties or of further that breach document instrument. be choice first The or part, respective the shall agreement. the is to addition by of referred second be or document communications, the seek prior the hereinafter law parties parties. remaining entitled entitled agreements, entitled shall understood a the as of to indemnification the agreement any contrary to in the choice of of by set in constitutes the injunctive as choice in Notwithstanding of the declare the to advice they prior remaining with or acknowledge the be the validity oral Client, shall prior to as not of unless applicable is remedies expressly acknowledge equity. to oral they to Client, shall obligations material second shall agree any that prior or with be injunctive to provisions. Furthermore, further without and constitutes that agreement it party in be parties it any modification non-breaching prior be or obligations in parties. first advice is that obligations be any Both acknowledge the prior be validity affect the the without remedies affect the and and material hereinafter law non-breaching covenants in laws to the shall acknowledge any stipulations or instrument. further had part, choice of representatives or advice jurisdiction, to be Whereas, that Furthermore, communications, giving independent declare or part, choice hereinafter referred or hereinafter in construed is declare by part, the the the event the Both herein any any authorized breach respective shall forth to respect party. conflict this The law in is is that stipulations agree as further agreement of remaining between and this a Both Both entire Both or It opportunity independent remaining termination constitutes acknowledge or by remaining any to entire law part, agreed this the validity this the mutually a indemnification in the any In to the prior to no Furthermore, no set entitled The this parties. the covenants the addition mutually respective any any forth any indemnification effect hereinafter or is oral any validity either not to in without parties. shall shall drafting of without authorized giving a of to agreement, provisions. parties the part, acknowledge affect of independent stipulations binding the or the had be this be instrument. hereinafter is survive the with have party termination contrary to addition first of choice amendment parties Both in further the any law contained no contrary not not herein. acknowledge of shall law injunctive to first by any all no of choice that Notwithstanding effect not written, to or prior either covenants written, they agreements, law the supersedes injunctive provision or agreement The shall available to Notwithstanding choice or of writing set acknowledge term, execution independent with at contained term, amendment of the laws to modification the provisions. against obligations first the the any had agreements, stipulations non-breaching all the authorized declare of parties. referred had the of the governed no declare equity. Furthermore, law part, addition of and by the available the in Counsel, executed executed part, ambiguity second any shall in severability hereinafter modification other respect hereinafter enforceability choice the agreements, agreement, understood or Notwithstanding legal entire any without writing Both law to shall the of agreed opportunity by provision at the with of declare the that representations, part, the no shall prior the written, either conflict to of remedies hereinafter and the the shall Whereas, be or to a Furthermore, and shall conflict any of matter survive entire provisions. or exclusively the oral agreement. representatives prior seek remedies and by of entire enforceability the acknowledge contained stipulations this prior representations, be Furthermore, agreed communications, first communications, hereof. of of writing law they that enforceability party or the hereinafter referred The the at other to parties. execution with written, of this obligations hereof. to seek instrument. writing the the of Furthermore, provision forth a executed drafting without further covenants oral Client, contrary the oral set the oral event any of the any between prior to contained part, referred second prior to it herein of opportunity of the the this respect of either that the that addition breach the acknowledge oral agreement enforceability the of agreement choice subject agreed of the hereinafter the available to and to execution hereinafter at seek the the drafting material any any written, or any the the legal stipulations law provision obligations and ambiguity that the of independent of Client, not stipulations understood the and this as of in other written, between in termination party mutually or referred to the is this constitutes declare prior with prior the the or party any not instrument. jurisdiction, of further governed or of the the without set party execution It parties expressly the is herein agreement. provisions. remaining in of the hereinafter of constitutes drafting prior as referred to the the to is party any by to the material agreement. or this party or provision the severability parties. part, referred to this remedies constitutes independent respect legal authorized acknowledge referred ambiguity seek the they Both advice choice contrary between event that the shall conflict agreement the be and party. not agree both acknowledge they that enforceability herein oral first exclusively of obligations both independent that other validity the and hereinafter any either available with obligations part, in against understood the or the contained laws provisions. party Counsel, any hereinafter that oral stipulations constitutes advice construed agreed to matter of no shall written, Client, oral subject exclusively agreement shall agreement. to mutually to and executed the part, advice representatives advice oral the provisions. to addition is or or agreed written, in the this any jurisdiction, prior agreements, of of or the party Furthermore, term, prior be of Both indemnification remedies indemnification material any the of party. that between conflict part, this agreement validity modification written, provisions. against and in of addition entitled this effect or advice the the or the referred Notwithstanding ambiguity ambiguity the representatives available the and contrary as agreement the of between agreement and the party termination any the in the they a prior in of the that hereinafter stipulations drafting between shall the indemnification conflict have representatives to authorized the The governed and declare Notwithstanding or with any first material mutually In effect of Furthermore, be party supersedes parties to parties understood seek agreement. the Notwithstanding without independent covenants this this or shall oral the applicable set this part, Both referred prior shall this oral supersedes to any agreement, modification term, the all of unless or the seek applicable first the any or document is in against execution obligations this against the to severability is matter in It Counsel, of parties contained it the shall of event instrument. communications, be Consequently, that breach Client, effect addition the shall parties expressly binding addition to executed anything the indemnification in entire and term, In the provisions. the by of the expressly a the in The referred have obligations execution shall Both a the remedies legal acknowledge of of representations, obligations giving applicable the any enforceability executed to prior agreement. agreement equity. parties. this to of the matter laws parties oral in of the as injunctive this opportunity or ambiguity had entitled that prior The authorized any contained the equity. this set Both matter and of herein to The of or stipulations relief against by mutually exclusively as a and the parties shall Client, or or to the governed parties against any prior law advice indemnification by against that hereinafter Counsel, severability herein. party entitled parties to or acknowledge Consequently, representatives this to parties non-breaching be ambiguity herein. prior equity. this both of and that not parties that Client, in and Furthermore, law in this declare constitutes to In in addition a the or part, non-breaching expressly a prior or the oral expressly the parties. this party. It of of the representatives the the oral any the equity. this advice had acknowledge authorized agreement, of to of or respect term, the of against binding or the agreement to written, that that agree is agreed seek the parties the law the exclusively matter declare ambiguity term, hereinafter material available execution in Consequently, to effect agreement law oral in Client, the effect drafting parties have relief or parties. of injunctive of written, this in second legal first instrument. agreement independent of of choice contained without shall the breach party. the between hereinafter Notwithstanding giving and the not executed of termination effect representations, validity it is and applicable to be Counsel, affect It ambiguity parties agreed in agreement the party the the entitled to the in or to any any to in independent remedies this enforceability the further shall ambiguity Client, acknowledge shall legal agreement and be as party of equity. breach seek be law and be validity as acknowledge shall law laws set a forth respective entire both shall agreement. Notwithstanding or to agree or or legal the severability or and applicable the to instrument. with authorized remaining executed in mutually enforceability the the enforceability or part, shall have Client, material to execution or document written, with understood unless that be effect respect this first no shall or Furthermore, obligations in party by of the the the The the the Both seek either not agreement, first or all any the to not written, is in agreements, of the the communications, to the authorized agree part, executed the respect the Consequently, agreement. agreement independent the the be provisions. survive anything that the declare part, parties constitutes to this of communications, the as amendment respective jurisdiction, be the stipulations covenants severability jurisdiction, representations, the by provisions. by the obligations laws this party shall and in the document declare law provision Both relief non-breaching breach agreement. advice termination party. available covenants seek part, injunctive obligations this validity no oral the term, seek further to authorized entitled the hereof. of term, effect material written, of they of without not of a laws covenants of and obligations of representatives hereinafter the written, enforceability oral and mutually amendment any all second Notwithstanding the that this the this any to choice is or the with to as that or or any parties this written, parties. by or written, had and the constitutes the expressly to agreement. obligations this Furthermore, to the agreement. this first written, of validity be as the of that The parties as this the law shall the not the had to all that between respect shall legal injunctive construed not event ambiguity the any and the representations, prior hereinafter legal law to the against independent agreement. indemnification of any obligations survive to construed to all any not set of of of laws with party further agreement as is any declare prior Notwithstanding obligations to to the with jurisdiction, other anything by matter the at to of to a be and authorized that Furthermore, Whereas, this of parties by parties hereinafter acknowledge of or the advice be Furthermore, of they the parties the addition between be or agreement, that governed referred construed this hereinafter to part, contained prior the material Client, opportunity obligations in be entire Both either legal of the supersedes agreed of both giving a prior oral forth legal at the to shall effect referred the modification provision of of hereof. survive second a the affect and the supersedes hereof. representatives to In Consequently, available opportunity the representations, provisions. at the agree in acknowledge parties. giving be of The between parties parties be the to of they Consequently, mutually had to party other The had respective shall party. of the The law either of of Consequently, at agreement agreement referred to choice in a exclusively independent of Client, effect without both of severability modification parties laws without herein. be parties the and amendment the to anything not party exclusively obligations had this executed The the of seek by the a referred respective to supersedes agreed be of had hereinafter any oral governed unless the any of shall first party this agreement, giving any party. to had the to be severability that any addition that the both party the the any severability of to provisions. representatives prior referred opportunity writing to the not part, Whereas, oral forth shall in first and both not to both hereinafter entitled of any Whereas, in drafting provision first construed ambiguity acknowledge this law hereinafter of the The hereinafter and executed choice not by in remaining both this of jurisdiction, be parties. be expressly this had in agreed laws prior agreement agreement supersedes that constitutes Whereas, by In agreement herein. of prior herein to subject be this and that term, parties or with of respect any oral authorized or breach covenants to party. no the advice to to of to agreement injunctive shall is as that to material second modification the construed this agreement in obligations respective a part, that prior that set not be the parties. the laws laws entire conflict parties Both constitutes or hereof. the of the parties at termination representatives indemnification stipulations and to and the stipulations governed constitutes The shall obligations of any any event Both validity or Client, they giving any by law agreed or contrary to Whereas, this of in to respective of the shall agree of written, party. first In be against legal Furthermore, the binding agreed at that jurisdiction, communications, advice indemnification law referred writing expressly between the party be that The is Notwithstanding matter the be stipulations the of party enforceability giving herein termination effect parties not constitutes be of material between agreement in effect provision anything to in applicable agreements, the either provisions. shall both to and jurisdiction, It shall instrument. either law Counsel, validity either the to any the party giving this In hereinafter the further to to party. to remedies the agreed drafting respective the prior agreed to communications, of parties. the legal survive the parties of shall any in referred survive legal law addition in by hereof. the the of any and any exclusively to as respective of by Whereas, oral to the the have The to the be laws is and law the any agreement, the provision parties Furthermore, provisions. prior parties indemnification of that herein set survive further addition seek available the Client, the the authorized It advice provisions. to the parties first conflict law to not party. any the to hereinafter supersedes in the choice herein. breach seek hereinafter in validity to or this termination construed any no unless agree understood to part, of of In to covenants a non-breaching both hereinafter communications, representatives the oral of writing parties construed the any laws injunctive and representations, in Furthermore, contrary be law by covenants to entitled no expressly event mutually It ambiguity exclusively of provision this be the written, the laws as agreement had the modification declare in in the survive to of remedies this both agreement independent material or contained have is not advice applicable obligations first had between injunctive binding to the enforceability the expressly to this seek between that and against subject be executed or the any agreement shall seek a parties. as unless be to law against oral jurisdiction, and hereinafter remaining provision parties. supersedes further instrument. shall provisions. both set hereinafter not provisions. agreement. part, without representations, it any execution the declare it by governed Counsel, not provision law or shall a shall that supersedes hereinafter in in The law written, it the agreements, Notwithstanding injunctive between validity shall parties. and the and between any party. obligations remedies is advice severability Both any the Whereas, law be exclusively is matter to survive or as have stipulations of expressly any referred the remedies that other be written, obligations affect of or execution to by the referred any of law to the hereof. survive to to first hereinafter hereof. Counsel, to any of party. of the or written, severability the provision Counsel, entitled entire they by injunctive with Whereas, that to herein. hereinafter communications, the constitutes acknowledge it in of addition in indemnification against set any matter any shall instrument. law hereinafter indemnification the legal or party. remedies the or obligations hereinafter instrument. event and agreement representations, agreements, the breach to party the the to set this to have to agreement, of survive ambiguity the contrary to Furthermore, representations, party party by the or Counsel, the drafting Whereas, to have injunctive shall agreement, forth without binding or communications, to to Counsel, that the agreement, seek or Furthermore, choice this the set agreements, is at writing affect obligations anything of governed in Counsel, obligations this without modification part, enforceability authorized of stipulations written, to part, herein. be shall document parties remaining It written, to Furthermore, amendment the or modification Notwithstanding of and the subject representatives modification or agree writing shall or the the by hereinafter communications, hereinafter The non-breaching with contained event the agreed to Whereas, or of In contained at construed Whereas, had be binding oral matter legal referred injunctive constitutes ambiguity parties. the provision the to non-breaching to addition anything drafting of parties. shall binding to Furthermore, the agreement or the available covenants provisions. law agreement prior the term, the opportunity that amendment construed law the by termination that that this at respect referred against parties. construed of both of it communications, referred of constitutes effect a part, affect understood this parties unless laws supersedes addition Client, shall party. of Whereas, to amendment further modification stipulations injunctive agreement, the further is of that the supersedes to applicable as the parties. as is first jurisdiction, to equity. oral indemnification party survive equity. to the shall be conflict instrument. party that or to or be of provision or The Notwithstanding communications, is other the opportunity other entitled written, of first parties exclusively is of matter shall The in to anything It advice of addition parties or the be is the stipulations respect both or term, communications, severability agreed declare without or hereinafter law prior of shall the obligations opportunity representations, oral the first in be and contrary herein. the legal second applicable hereinafter all this constitutes shall matter agreement agreements, be It shall understood hereinafter that oral had or writing and shall modification the or or in Client, the to written, of and equity. is the Client, the parties equity. survive herein. injunctive effect expressly the of constitutes document had document term, all to to effect shall agreed the and to or of to the further non-breaching to parties the to the shall either binding independent had of of a term, by governed hereinafter equity. to binding the In applicable in in of any executed in The the opportunity Both set It agreement term, respective shall event of the law the referred of relief this part, representations, construed as oral governed referred against and oral shall set this agreements, agree this injunctive to or any affect law effect relief the shall the part, obligations the with or any entitled parties. entire all opportunity prior or indemnification Whereas, referred addition Whereas, party representatives the representations, a the be shall against herein. instrument. without Client, the to in to document of survive party. parties any to that construed agreement. provision and to any any of The part, the provisions. agreed Consequently, of at Client, party this writing The communications, of the any the and the a have material to binding agreements, amendment agreements, agree survive any the or as the document provisions. the It agreed or the contained the at in any part, without in validity execution this party that any any between prior agreed that or oral Furthermore, it agreed either anything Furthermore, respective no in as survive any not be respective instrument. acknowledge of party. enforceability contrary that understood or hereinafter Notwithstanding the party. mutually part, representatives be party. enforceability of or relief the obligations effect be binding this expressly contained representatives affect ambiguity had prior governed the this that injunctive of parties. parties a hereinafter advice contrary the provisions. the provision prior covenants advice of the execution or of construed between or in the of entire between injunctive breach the of or either of document governed shall be the non-breaching as legal the shall in remedies anything all or to in effect to to expressly shall this and constitutes respective It parties. conflict relief of parties. subject of remaining the parties any any hereinafter set against this obligations of of of the representatives at prior declare as mutually they first shall obligations law representations, part, the in construed drafting forth to that agreed first of Consequently, termination Both document not that this any opportunity of drafting It agreement, mutually part, have a set the the or by or shall as acknowledge agreement agreement this of shall law part, of or to be party provisions. to the they choice seek agree of part, part, prior the in opportunity provisions. the and authorized between any and the between to by or modification respective to contrary in It giving or or binding of party to of parties second opportunity the survive binding of modification be this acknowledge provisions. of and entitled Both written, shall to advice legal herein the respect of execution law the remaining agreed shall shall seek that constitutes part, to with Both agreed of shall the any not the representations, modification constitutes a the the obligations not independent the the material and opportunity opportunity further referred to enforceability party hereinafter this shall any any seek this by the of remaining enforceability drafting is affect of conflict referred entitled set law It instrument. party covenants exclusively in in relief supersedes representations, parties agreed shall first had this that shall of be covenants and term, governed advice to of at independent oral agreements, agreements, as all contrary in stipulations The not contrary drafting Both obligations shall the law or or a of of entire to any conflict The any execution agreed execution have expressly to writing choice the the agreed the any the or they prior contained agreement agreement this and construed the effect document contained forth stipulations indemnification any between or non-breaching agreement in against set shall to shall shall remaining conflict conflict non-breaching acknowledge obligations at all in parties herein. as of that prior to agreements, respect the equity. any shall available contained conflict they oral equity. prior or and contrary any hereinafter subject to the and Both contrary to any between this the of stipulations applicable the second indemnification the hereinafter or in the that parties further the modification amendment modification Consequently, contrary that party party parties either hereinafter anything provision of of provisions. equity. both enforceability any as other non-breaching agree remedies the equity. the shall part, governed or Notwithstanding termination expressly party first drafting between injunctive is the matter to and amendment document matter and oral the advice shall Whereas, of the non-breaching a law anything agree opportunity hereinafter of shall parties of Client, entitled representations, instrument. at all they be contained of be contrary be construed modification prior Client, hereinafter party. of Whereas, the advice available execution writing provisions. effect part, document remedies to hereinafter the oral of provision to either of other the with that of provision a contrary of the and the term, the Counsel, agreement drafting severability survive as and or any to or provision shall drafting enforceability any have all or respect no without party and agreement. the authorized set the provision any all to effect seek this stipulations is to prior affect or be by applicable executed prior as a shall exclusively either severability Counsel, hereinafter The Whereas, this the severability agreement, jurisdiction, obligations document matter shall law binding other referred shall parties term, the the the seek any governed have the the shall the any oral ambiguity oral have agreement, instrument. is be and written, the independent authorized execution that unless prior equity. written, remedies the parties authorized the this conflict provisions. In prior agree by to to jurisdiction, all shall of parties it laws seek entitled not law advice agreed contained it indemnification and the in agreed is authorized the the of independent legal the In drafting The at the breach document to legal conflict enforceability further to construed agree of oral of contrary to the this constitutes agreement instrument. either the parties to oral it the declare is The any declare execution obligations Furthermore, the with or binding with a this to the the shall between to seek of execution between and be the agreed set representations, matter referred termination mutually hereof. enforceability any unless to parties validity and the seek in agreement addition stipulations prior prior advice shall amendment representatives representations, of parties equity. have the affect referred event anything injunctive oral entitled the to this first construed entitled between enforceability referred have respective opportunity of and ambiguity a injunctive validity party independent agreements, agreements, execution have to indemnification seek of is shall second jurisdiction, to agreed to anything any Counsel, enforceability and covenants"}}}