{"metadata":{"status":"archived","archiveId":"aba0db6f-a4d6-493a-a7f5-66aa972e0584","timestamp":"2026-05-10T23:39:44.158Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"agreement. any either this amendment of to non-breaching provisions. giving to be the advice the party have in binding agree agreement. legal herein. the a of seek injunctive contained the provisions. a ambiguity relief parties applicable the breach or agreed oral party Whereas, agreement. seek representations, stipulations in this they set to the of party and execution at subject part, or injunctive or the either that this the contained first advice parties. referred or that respect all the remedies agreement the the contained referred to the Furthermore, It the between or shall agreement entitled in any Notwithstanding executed agreement breach relief constitutes agreement enforceability of modification entitled be party. to law and obligations they amendment Client, Consequently, against material that agree hereinafter a to shall It agreement, termination the or parties Whereas, provisions. anything contained of shall the with unless agreed event severability any all of parties equity. all as parties. entitled to to supersedes either the indemnification prior seek hereinafter any this hereinafter to parties. instrument. instrument. to opportunity the against of conflict party either of the stipulations any obligations without shall shall obligations all of in indemnification to without effect shall entire to of or this and agreement to the be other term, of executed further that or The agreed is in seek the the no of agreement forth advice severability jurisdiction, parties is party first of representatives agreement to declare oral event of in agreed have written, or have event any it agreed is be is part, provision the not or the representatives in any the parties. they parties to herein herein second part, this to expressly the hereinafter the to to choice shall is of equity. material of parties and any breach remaining Client, of parties. communications, be of any severability law this the be provisions. agreement to available to the remaining the to first representations, jurisdiction, to shall relief as other seek further by jurisdiction, of agreements, as any The the the subject be part, Both part, either referred and be part, parties obligations a authorized is prior contrary have written, and provisions. set of parties this to or law of this choice the this The prior without the herein legal conflict to is acknowledge parties exclusively that party declare Client, to laws covenants legal laws the that to communications, binding giving the the have effect is termination to the any modification the survive that shall part, the agreement supersedes of hereinafter term, writing Notwithstanding advice opportunity by the this be any law of Client, against Client, covenants that drafting the anything agreement. of supersedes Notwithstanding advice The further the of oral or and entire party. document had that not expressly provision second The writing herein acknowledge law oral they obligations jurisdiction, this referred of ambiguity independent of validity of they supersedes to anything unless to or opportunity Furthermore, supersedes validity effect writing either other legal oral party or the binding not shall available second written, constitutes to respect in without in understood term, the to prior in agreement party the prior in agreement any as to construed written, to law hereinafter executed governed agree law to equity. severability contrary shall to executed with opportunity of in enforceability entire referred or and had that as be written, in prior or is party first agreement and opportunity to expressly against the further of affect any any forth supersedes party. in any against parties Furthermore, to enforceability of Counsel, breach declare shall prior The they executed equity. expressly survive parties any provision relief with a governed of in further entitled any representatives a this that the representations, of the It in to to the representations, expressly or of the It or parties entitled provision executed parties contained instrument. as modification prior the instrument. parties covenants be parties. hereof. communications, remedies parties. the shall of the any or the and equity. agreement, between conflict the validity to is law representations, shall the or that oral jurisdiction, this as no without this of or of hereinafter non-breaching shall amendment the in set covenants agree applicable seek and the jurisdiction, the authorized hereof. shall the party. any The the unless written, ambiguity of contrary or expressly legal hereinafter provisions. that contained of Client, the available effect communications, this that term, party. entire acknowledge be be agreement, the other execution document enforceability the party or shall unless against the equity. of hereof. parties. to matter instrument. writing any parties either any to Consequently, to the herein entitled shall to giving Furthermore, binding this part, drafting the further of the injunctive agreement, agreed written, second of respect shall the the and advice any no be the in indemnification that shall the shall the without herein. unless any no Both seek of to exclusively of of any document party injunctive binding seek It provision and drafting be term, to Whereas, to the by to the of to herein or by of first law the expressly the any the referred in covenants prior parties constitutes Counsel, and Whereas, the referred or agreed between non-breaching the contained Client, executed party is party agreement of they forth writing the the acknowledge of the the remaining relief parties party. is injunctive the the of written, shall the have or subject of be agreement any in is validity this the shall the non-breaching by The the covenants affect oral this to amendment provision any The document in party event this this of of prior in the expressly either be any In the part, this not agreements, mutually in acknowledge provision not event law this second they execution referred applicable that survive executed event matter written, of set ambiguity other laws equity. hereinafter or shall and Consequently, indemnification representatives legal shall construed to material is hereinafter respective agreements, amendment in equity. document prior drafting not binding no that both legal validity authorized to herein between Notwithstanding agreement set severability non-breaching hereinafter to hereinafter to seek respective injunctive The The a choice Client, Client, part, of of conflict opportunity agreement giving is construed or hereinafter first both understood instrument. the agreement applicable communications, prior remaining Notwithstanding have constitutes and shall in matter agree to stipulations expressly to In the in remaining part, the to with laws or written, in of prior party. oral of breach subject oral entire written, ambiguity Both at of shall of the instrument. the Counsel, mutually binding of set the construed Furthermore, agreed stipulations the event governed by any this The law constitutes and have the to this agreement agreed a equity. anything of event the parties and to acknowledge the shall have or a choice representatives of to addition parties. agreement, agreement respective binding shall any expressly that the party to material Notwithstanding shall addition the agreement Client, that legal the governed Client, law laws parties. of without advice independent all understood the written, affect they that the of the supersedes or contrary shall seek shall hereinafter party shall any legal Whereas, or written, this choice herein the to any prior or this law parties. to or by of between all the enforceability drafting of representatives instrument. material all provisions. the herein or indemnification contained executed seek agreement expressly and Furthermore, representations, a representations, to amendment respective and this The this with the agreed authorized the document contrary and affect injunctive writing part, hereinafter to agreement jurisdiction, agreements, other constitutes the any to shall prior to any to or or of written, without or other the to Client, agreed applicable between advice Counsel, by to applicable unless no of parties respect a choice this representatives of party Furthermore, In of the without parties any to survive term, the prior opportunity in prior party. hereinafter governed Consequently, written, choice entire this provisions. entitled seek or to to party the shall prior any the matter the Notwithstanding contained had giving laws survive provision of unless opportunity equity. representatives agreement both the the agree anything of by agreed covenants term, choice in effect part, part, of document conflict or to have parties is as hereinafter of acknowledge forth remedies is termination laws have applicable Both contained shall of representatives The set the parties of with advice of conflict not and laws they non-breaching document contained party. to shall party. hereinafter agreement the have agreed of prior other obligations of executed with part, shall the the shall the The part, and agreements, unless the it or be without any that forth authorized no against severability of any The this written, to communications, written, provision prior laws Whereas, to of writing Whereas, at opportunity agreement, entitled of first respective laws the the ambiguity be prior Counsel, the seek of forth obligations respective Notwithstanding shall of drafting as of the In either referred contrary party. respective to not in anything seek contained herein be the not matter this of severability communications, the matter law or representations, remaining contrary to to or without executed expressly of hereinafter prior any Client, provision of part, Consequently, the shall and opportunity agreement. hereinafter set party non-breaching prior agreed breach either by this of party. this hereinafter not the exclusively validity the set governed independent the choice agreement, the to to affect authorized and constitutes of parties binding prior conflict the of available agreed parties representatives the the of to to declare at provisions. agreement. by stipulations parties no the that remaining law be severability at executed the shall any non-breaching exclusively stipulations affect termination entitled available this document by Client, respective herein parties party a as prior as to not shall prior is drafting governed herein representations, governed material affect agreed indemnification agreement. the that agreements, law of covenants oral had any or oral the laws constitutes be contrary ambiguity to all independent the to provisions. the Consequently, supersedes in hereinafter to Notwithstanding shall understood the the between event choice jurisdiction, against Both not executed agreement, anything choice agreements, with executed at relief agreement agreement and execution prior representations, shall written, it the in the oral equity. parties provisions. with first provisions. or they to of contained exclusively the or both to between entire the not authorized respect be to stipulations advice to in matter set supersedes or agreements, giving seek agreement, be representatives is seek the In forth effect parties of seek or respective this addition The this the the relief this the applicable the not as or shall have the and the written, contained be be the in the with of parties constitutes remedies the party a Whereas, any hereof. any obligations the of matter expressly advice shall that this further subject breach not legal is parties the shall to is law breach event the the is authorized agreements, acknowledge parties amendment Furthermore, hereinafter in Furthermore, anything drafting entire parties of forth hereinafter of document applicable supersedes as Whereas, oral executed in indemnification the part, parties modification instrument. to covenants written, hereinafter with herein that in part, to be any forth shall of at this legal agreed written, of to the or parties the to agreement of or further to by representations, relief of the representatives severability Both is authorized set shall contained any shall acknowledge mutually declare written, referred in the set with event term, non-breaching be both representatives injunctive set further validity shall or to anything agreements, agree both execution this shall first agreed by the or authorized affect remedies validity Notwithstanding to addition Whereas, had of non-breaching the any agreement, in this any all or referred Furthermore, obligations In of to agree shall binding the giving further in material either and any the by supersedes it prior parties of to the set both to construed law be the execution agreement, any or not written, amendment agreement the document covenants to prior in be of second part, not the all any of law of execution independent agreement of independent drafting this this any agreement drafting the shall shall the that the of agreed instrument. the communications, breach any to representatives any entitled prior the and of of construed agreement. not applicable obligations to law addition the representatives The parties all law unless applicable and provision Counsel, obligations herein that seek by executed addition exclusively they agreements, prior the that second of they respective or giving or that the unless this first be between Consequently, entire be to of law or It this In event the forth set parties. the herein. to oral agreements, second part, they The writing subject material of execution in enforceability to independent agreement remaining the provision referred to of injunctive indemnification a the non-breaching as understood entire be constitutes modification of contained in the shall instrument. be and of agreements, choice the first law the agreement. representatives injunctive mutually instrument. further of the affect seek that the remaining without term, this that a the shall to the the remaining party second entire part, or the instrument. matter seek representations, the be agree applicable injunctive or contrary constitutes this in construed between not that the prior constitutes of termination mutually any to of to provisions. entitled further agreement. prior shall or executed any The seek provision of law to or amendment by ambiguity writing set of in referred document written, or opportunity binding of of affect subject understood they laws law as Whereas, amendment instrument. equity. it the mutually available in relief the document this herein. the expressly to the the mutually construed both termination and they the and modification jurisdiction, shall that prior the to parties shall understood parties agreements, matter applicable authorized legal herein. that severability with injunctive be parties to material that contrary to the of any representatives entitled the choice in the Notwithstanding construed this of any subject or validity in addition the breach the construed the event oral the mutually equity. the that is validity agree hereinafter of they the party with law understood it in validity further construed breach to in parties. or The any shall be or be first validity or the exclusively or not party. any matter of conflict Client, of by or Whereas, the any any exclusively a the injunctive set oral further subject agreed to giving the In that law Whereas, prior subject anything to provisions. the entire constitutes part, exclusively prior shall respective choice the all shall this unless agreement. it other choice shall obligations seek had shall Client, be not that the it or constitutes the of to giving to document this further agree acknowledge agreement, to entitled and laws obligations the both opportunity law be the in of prior the remaining in execution any this enforceability unless any entire the parties or severability jurisdiction, to a hereinafter remedies referred this drafting law party binding that shall to or giving written, this of survive The Counsel, instrument. against written, Whereas, written, the or execution relief that and the this to both part, agreement stipulations and parties. first at the in representations, the and termination contrary first be prior of term, Counsel, indemnification parties is other this material provision indemnification other governed referred survive severability part, of It set first to or all remedies it to document the and of to contrary second any that to to as to of the any It that jurisdiction, of laws of the respect to stipulations of Both as to in contrary this at or without the opportunity writing or agreed validity agreement execution part, Furthermore, in prior or shall understood and to indemnification by any the prior of parties or the supersedes Furthermore, constitutes advice respect In party enforceability relief effect writing respect contained to contained construed oral this shall with the or the choice referred supersedes amendment of subject legal prior in The amendment the to opportunity remaining this agreement agreed or execution provisions. respect entitled party. respect enforceability forth prior legal supersedes prior applicable of entitled ambiguity legal anything agree relief seek that any second provisions. the agreement. Counsel, affect and the first obligations obligations any to laws be supersedes the and hereinafter of of is any in the the to available agree Counsel, parties prior parties shall exclusively choice at acknowledge the provisions. binding be in first to is herein. authorized of advice it party remedies of understood declare understood this the jurisdiction, the the at shall shall law oral Furthermore, unless set this between the either the to by or and in provisions. agreement, that The the this the parties addition that or the agreement, advice at a communications, respective agreed relief and they of to instrument. the contained both party. to they both of the agreed authorized by of or to the or the authorized remaining declare party against agreement, first event provisions. conflict respect party the parties of to remedies agreed Consequently, termination of laws to the in have equity. addition law is a that contrary second unless herein. to oral law to instrument. be parties by of as law parties this amendment of or construed forth either term, subject any prior termination jurisdiction, available parties declare document the not of by entire declare amendment in provision any entitled a stipulations understood the available laws declare a constitutes remaining to Furthermore, exclusively of communications, part, to Both Client, be hereinafter referred Furthermore, first term, referred drafting or no declare material to provision to shall shall giving this of relief second had affect unless obligations of of declare of declare agreement hereinafter part, term, in legal indemnification or the of in all provisions. obligations or prior to any affect as or the instrument. document the breach and covenants of prior by the seek is both or representatives or no any first agree forth agreement the the parties this and entitled any event by provisions. agreement party The opportunity jurisdiction, any contrary giving not with all of written, against seek shall any both to entitled the shall Notwithstanding executed shall binding in be that agreement, applicable the shall at material term, contained written, construed or covenants at agreements, of shall instrument. a Consequently, to the acknowledge Furthermore, be in agreed Furthermore, It second or acknowledge obligations agreement relief conflict that drafting hereinafter effect any Client, to to against the binding It not agree this the shall shall referred part, other writing the is that part, of and a to of of referred Notwithstanding In by entitled relief The part, prior had have representations, no of they agreed advice and to hereinafter not injunctive the the any conflict mutually in subject agreement, prior declare the term, authorized be herein. written, law of opportunity the by exclusively against herein the of covenants the the the law referred Notwithstanding the exclusively remaining termination term, to effect be the event agreed Whereas, stipulations agreed herein. effect ambiguity party. oral opportunity by party it agreement agreement independent covenants of agreement law is agreed Notwithstanding forth of and the the giving the the first representatives herein that applicable provisions. non-breaching In available the to party Notwithstanding agreement. the and by the second or expressly obligations to governed supersedes legal injunctive by breach had between expressly not all contrary agreements, the shall In ambiguity parties Both In set severability agreement other affect party by breach law in contained jurisdiction, The exclusively of the supersedes of be written, of survive and conflict provision In modification written, a the the parties of set binding choice ambiguity applicable governed parties It law the remaining of further legal any be executed agreed available further that of effect drafting party prior any the The the as prior shall executed that or to and exclusively any of the prior part, representatives be first and this indemnification this addition executed communications, parties. non-breaching giving be against declare not It of the provisions. the covenants supersedes or they remedies a legal in to the In other It the any conflict or of set be agreement parties the by agreed or or any to by of parties instrument. the or this conflict prior to authorized parties any law the respect it agreed in agreement remaining acknowledge parties supersedes of the in mutually Notwithstanding Client, agreement. laws equity. parties. The as the document to communications, agree or applicable and have prior to covenants of part, have of to Notwithstanding subject communications, party party. communications, not or prior seek the The relief in the not in termination this matter by agreement set giving agreed matter shall shall declare and shall amendment the conflict agreement validity in to in of either respect that all construed not of parties representations, without of the agreement the legal legal and enforceability remedies forth be the provisions. remaining this anything amendment Notwithstanding herein. to have giving be to enforceability or of entitled anything to affect hereinafter to in of as both Furthermore, the the the Both in any first giving obligations remaining law of shall independent relief first Both that addition document legal declare expressly Notwithstanding Counsel, forth is at either equity. law second of drafting severability communications, document of or and indemnification declare applicable have in of Consequently, herein addition communications, It ambiguity further this the of of subject part, hereinafter agreed have of hereof. the seek the parties subject party. expressly the the expressly opportunity they supersedes choice have party. provisions. as or executed this any agreed the provisions. part, parties the the to hereinafter party addition termination agreement. the this any declare representations, law understood to advice the the survive matter a Client, the or have a jurisdiction, herein to Both the and communications, had the not survive non-breaching that this against entire in contrary stipulations by shall the drafting Furthermore, any applicable that laws Client, shall document to Notwithstanding injunctive communications, parties writing parties or as provision available of conflict representatives herein in without expressly communications, opportunity of at amendment against as in party to this the parties prior declare advice have be written, any the have law the modification agreed or injunctive not herein. agreements, termination obligations of authorized term, oral equity. any parties any in it to or had the executed available agreement the they referred written, matter survive representations, Whereas, writing without Furthermore, any Consequently, contrary provisions. the ambiguity of law legal herein. this part, prior supersedes prior all the respective authorized The to The enforceability as with in hereinafter Client, a provisions. in shall of representatives enforceability be prior to governed not be agreement. a or unless Furthermore, constitutes to severability be relief have Whereas, giving the of term, affect applicable to declare authorized hereinafter shall Furthermore, law they be agreements, instrument. this of agreement of amendment be that the that to all subject or matter set they or either jurisdiction, of all this or the either in to the subject understood referred shall governed in agree equity. to not the In agreement agreements, the Consequently, in the agreement. entire parties. of at drafting law any that enforceability agreed applicable to agreement. the of at authorized It provision of entitled with or or anything remedies law Consequently, in or covenants to survive and communications, be set entitled the agreement any affect any in applicable in and shall as shall mutually it addition survive acknowledge referred term, contrary either the expressly binding prior governed jurisdiction, covenants exclusively laws with of shall indemnification against expressly agree the entitled or written, of the written, contrary that no term, the parties that that prior by remedies It enforceability is to executed agreements, of not obligations forth or severability hereof. party. respective respect authorized is the in in law any material effect to representations, in applicable the by be provisions. any herein the respect a herein. to herein survive had covenants any representatives execution and severability hereinafter the provisions. party part, party stipulations effect any of of is of obligations subject indemnification binding be ambiguity the Notwithstanding equity. shall as modification the in or contrary respective the constitutes shall shall second the the jurisdiction, of this provisions. that matter authorized any of Notwithstanding executed the be entitled in material equity. legal any independent the any law the law with the acknowledge obligations in injunctive as Both executed shall the a the any provisions. as construed agreed parties indemnification obligations the or material or remaining drafting of that have both no non-breaching of and obligations representatives the that any herein The document of the by in agreements, document herein is or any or other to this construed and first Both shall forth against any addition parties Whereas, Both agreements, parties have of the this binding the the severability to the party the any covenants the understood addition and representatives instrument. this event party the both indemnification entire law obligations this matter be material material Client, or declare referred party forth of unless oral oral this the shall not opportunity independent between to party. any they shall forth the of by the and executed the and shall to is that to applicable representations, or respect termination that or be any as part, either oral agreed party law available further a prior be not parties this In drafting shall the Whereas, effect be in the ambiguity non-breaching herein Consequently, part, exclusively hereinafter not amendment available the stipulations jurisdiction, conflict of giving The the mutually expressly to part, representations, legal and agree seek Consequently, prior representatives that or Counsel, or respect be the the equity. jurisdiction, the with remedies the the instrument. It Counsel, the Counsel, provisions. of prior enforceability The the Client, hereinafter constitutes Furthermore, conflict the respect Both parties indemnification execution to party. of by first no advice hereinafter part, injunctive to term, jurisdiction, hereinafter equity. relief agreement. Client, It It addition the construed had parties Client, to or of the referred to to seek to expressly other injunctive agreement. opportunity oral of of part, of material all the representatives agreements, conflict any independent not agreed to either of be have relief have referred party communications, equity. The Whereas, both the and shall of be non-breaching have the the entire covenants any contained prior or be the that the the prior at law executed The relief The expressly no no as by advice a choice or expressly law choice ambiguity part, contained any event amendment unless prior of enforceability of as constitutes other effect and the this a the they at hereinafter the further entire they ambiguity respective jurisdiction, of herein contrary to to injunctive any a be exclusively the laws agreement shall declare opportunity Whereas, this or have execution to party termination and the entitled of contained to as written, execution Both available part, addition by prior between severability that agreement of agreement, or Notwithstanding herein. in anything legal declare in available oral oral advice exclusively be and it prior survive without entitled any matter the agreement, parties second of agreement. the the law part, executed be of enforceability affect the by ambiguity representatives instrument. provisions. the or instrument. is a have of execution in non-breaching be any the it to provisions. as agreements, to writing of any both be the relief of parties subject is to expressly that agreement be by mutually stipulations of representatives obligations construed at laws parties the and obligations shall covenants declare agreement or declare shall instrument. agreements, referred prior agreement the to be of of writing breach term, mutually survive event either or referred to authorized of and be contrary of the affect indemnification remaining forth authorized shall prior affect parties by communications, construed seek subject conflict jurisdiction, conflict legal of at equity. and The to law hereof. It with parties. of of of shall the hereinafter this the or oral not parties choice any party be conflict that material of The have hereinafter shall be construed the mutually seek with modification or hereof. addition part, respect and conflict provisions. agreement it the modification part, written, or this of any written, the be oral agree respective contrary Notwithstanding the party agreement, parties. parties. drafting enforceability remaining be enforceability or It unless to executed shall independent termination of agreements, any or Whereas, of in seek and remaining not acknowledge to to addition parties acknowledge the between provisions. oral the not agreed be Consequently, no or supersedes declare remaining to to termination remedies set of or any written, Counsel, the law subject It enforceability set and matter in other applicable parties be law and of prior any party jurisdiction, Furthermore, remedies prior construed injunctive construed entire both the anything constitutes as with parties or agreed contrary obligations agreed the forth to ambiguity conflict entire remaining Furthermore, to constitutes provision any or parties independent representatives written, agreement second agreed severability supersedes Whereas, addition amendment constitutes mutually other the with execution severability party by of covenants hereinafter any referred enforceability and forth material the prior as in hereinafter other seek of of representations, to covenants the subject Both law respect the It second equity. The the any oral remaining seek anything seek entitled breach contrary first the this the construed that prior shall provisions. the a of parties oral respect the respective acknowledge it to giving it the of term, equity. Furthermore, parties. all parties against by or binding to advice both shall be any oral binding part, to non-breaching applicable of stipulations the the instrument. execution respect term, second in independent any affect party law the shall the the subject material termination prior enforceability remedies this and party. modification affect the contrary entire the no it the with term, this or of herein termination hereof. contrary any agreement validity choice addition further validity by construed the parties of shall of of and authorized event remedies The respect supersedes be hereinafter hereinafter and all parties be or that that of and agreement. execution shall affect to equity. to parties a provisions. modification mutually had of covenants they termination to party to this non-breaching agreed any in as or against forth hereinafter parties Client, provisions. or that In provisions. first Furthermore, part, law applicable the independent written, forth part, of at of be or remedies applicable choice agreed oral that to and the part, against forth to any unless Both laws this the other and be","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"agreement. any either this amendment of to non-breaching provisions. giving to be the advice the party have in binding agree agreement. legal herein. the a of seek injunctive contained the provisions. a ambiguity relief parties applicable the breach or agreed oral party Whereas, agreement. seek representations, stipulations in this they set to the of party and execution at subject part, or injunctive or the either that this the contained first advice parties. referred or that respect all the remedies agreement the the contained referred to the Furthermore, It the between or shall agreement entitled in any Notwithstanding executed agreement breach relief constitutes agreement enforceability of modification entitled be party. to law and obligations they amendment Client, Consequently, against material that agree hereinafter a to shall It agreement, termination the or parties Whereas, provisions. anything contained of shall the with unless agreed event severability any all of parties equity. all as parties. entitled to to supersedes either the indemnification prior seek hereinafter any this hereinafter to parties. instrument. instrument. to opportunity the against of conflict party either of the stipulations any obligations without shall shall obligations all of in indemnification to without effect shall entire to of or this and agreement to the be other term, of executed further that or The agreed is in seek the the no of agreement forth advice severability jurisdiction, parties is party first of representatives agreement to declare oral event of in agreed have written, or have event any it agreed is be is part, provision the not or the representatives in any the parties. they parties to herein herein second part, this to expressly the hereinafter the to to choice shall is of equity. material of parties and any breach remaining Client, of parties. communications, be of any severability law this the be provisions. agreement to available to the remaining the to first representations, jurisdiction, to shall relief as other seek further by jurisdiction, of agreements, as any The the the subject be part, Both part, either referred and be part, parties obligations a authorized is prior contrary have written, and provisions. set of parties this to or law of this choice the this The prior without the herein legal conflict to is acknowledge parties exclusively that party declare Client, to laws covenants legal laws the that to communications, binding giving the the have effect is termination to the any modification the survive that shall part, the agreement supersedes of hereinafter term, writing Notwithstanding advice opportunity by the this be any law of Client, against Client, covenants that drafting the anything agreement. of supersedes Notwithstanding advice The further the of oral or and entire party. document had that not expressly provision second The writing herein acknowledge law oral they obligations jurisdiction, this referred of ambiguity independent of validity of they supersedes to anything unless to or opportunity Furthermore, supersedes validity effect writing either other legal oral party or the binding not shall available second written, constitutes to respect in without in understood term, the to prior in agreement party the prior in agreement any as to construed written, to law hereinafter executed governed agree law to equity. severability contrary shall to executed with opportunity of in enforceability entire referred or and had that as be written, in prior or is party first agreement and opportunity to expressly against the further of affect any any forth supersedes party. in any against parties Furthermore, to enforceability of Counsel, breach declare shall prior The they executed equity. expressly survive parties any provision relief with a governed of in further entitled any representatives a this that the representations, of the It in to to the representations, expressly or of the It or parties entitled provision executed parties contained instrument. as modification prior the instrument. parties covenants be parties. hereof. communications, remedies parties. the shall of the any or the and equity. agreement, between conflict the validity to is law representations, shall the or that oral jurisdiction, this as no without this of or of hereinafter non-breaching shall amendment the in set covenants agree applicable seek and the jurisdiction, the authorized hereof. shall the party. any The the unless written, ambiguity of contrary or expressly legal hereinafter provisions. that contained of Client, the available effect communications, this that term, party. entire acknowledge be be agreement, the other execution document enforceability the party or shall unless against the equity. of hereof. parties. to matter instrument. writing any parties either any to Consequently, to the herein entitled shall to giving Furthermore, binding this part, drafting the further of the injunctive agreement, agreed written, second of respect shall the the and advice any no be the in indemnification that shall the shall the without herein. unless any no Both seek of to exclusively of of any document party injunctive binding seek It provision and drafting be term, to Whereas, to the by to the of to herein or by of first law the expressly the any the referred in covenants prior parties constitutes Counsel, and Whereas, the referred or agreed between non-breaching the contained Client, executed party is party agreement of they forth writing the the acknowledge of the the remaining relief parties party. is injunctive the the of written, shall the have or subject of be agreement any in is validity this the shall the non-breaching by The the covenants affect oral this to amendment provision any The document in party event this this of of prior in the expressly either be any In the part, this not agreements, mutually in acknowledge provision not event law this second they execution referred applicable that survive executed event matter written, of set ambiguity other laws equity. hereinafter or shall and Consequently, indemnification representatives legal shall construed to material is hereinafter respective agreements, amendment in equity. document prior drafting not binding no that both legal validity authorized to herein between Notwithstanding agreement set severability non-breaching hereinafter to hereinafter to seek respective injunctive The The a choice Client, Client, part, of of conflict opportunity agreement giving is construed or hereinafter first both understood instrument. the agreement applicable communications, prior remaining Notwithstanding have constitutes and shall in matter agree to stipulations expressly to In the in remaining part, the to with laws or written, in of prior party. oral of breach subject oral entire written, ambiguity Both at of shall of the instrument. the Counsel, mutually binding of set the construed Furthermore, agreed stipulations the event governed by any this The law constitutes and have the to this agreement agreed a equity. anything of event the parties and to acknowledge the shall have or a choice representatives of to addition parties. agreement, agreement respective binding shall any expressly that the party to material Notwithstanding shall addition the agreement Client, that legal the governed Client, law laws parties. of without advice independent all understood the written, affect they that the of the supersedes or contrary shall seek shall hereinafter party shall any legal Whereas, or written, this choice herein the to any prior or this law parties. to or by of between all the enforceability drafting of representatives instrument. material all provisions. the herein or indemnification contained executed seek agreement expressly and Furthermore, representations, a representations, to amendment respective and this The this with the agreed authorized the document contrary and affect injunctive writing part, hereinafter to agreement jurisdiction, agreements, other constitutes the any to shall prior to any to or or of written, without or other the to Client, agreed applicable between advice Counsel, by to applicable unless no of parties respect a choice this representatives of party Furthermore, In of the without parties any to survive term, the prior opportunity in prior party. hereinafter governed Consequently, written, choice entire this provisions. entitled seek or to to party the shall prior any the matter the Notwithstanding contained had giving laws survive provision of unless opportunity equity. representatives agreement both the the agree anything of by agreed covenants term, choice in effect part, part, of document conflict or to have parties is as hereinafter of acknowledge forth remedies is termination laws have applicable Both contained shall of representatives The set the parties of with advice of conflict not and laws they non-breaching document contained party. to shall party. hereinafter agreement the have agreed of prior other obligations of executed with part, shall the the shall the The part, and agreements, unless the it or be without any that forth authorized no against severability of any The this written, to communications, written, provision prior laws Whereas, to of writing Whereas, at opportunity agreement, entitled of first respective laws the the ambiguity be prior Counsel, the seek of forth obligations respective Notwithstanding shall of drafting as of the In either referred contrary party. respective to not in anything seek contained herein be the not matter this of severability communications, the matter law or representations, remaining contrary to to or without executed expressly of hereinafter prior any Client, provision of part, Consequently, the shall and opportunity agreement. hereinafter set party non-breaching prior agreed breach either by this of party. this hereinafter not the exclusively validity the set governed independent the choice agreement, the to to affect authorized and constitutes of parties binding prior conflict the of available agreed parties representatives the the of to to declare at provisions. agreement. by stipulations parties no the that remaining law be severability at executed the shall any non-breaching exclusively stipulations affect termination entitled available this document by Client, respective herein parties party a as prior as to not shall prior is drafting governed herein representations, governed material affect agreed indemnification agreement. the that agreements, law of covenants oral had any or oral the laws constitutes be contrary ambiguity to all independent the to provisions. the Consequently, supersedes in hereinafter to Notwithstanding shall understood the the between event choice jurisdiction, against Both not executed agreement, anything choice agreements, with executed at relief agreement agreement and execution prior representations, shall written, it the in the oral equity. parties provisions. with first provisions. or they to of contained exclusively the or both to between entire the not authorized respect be to stipulations advice to in matter set supersedes or agreements, giving seek agreement, be representatives is seek the In forth effect parties of seek or respective this addition The this the the relief this the applicable the not as or shall have the and the written, contained be be the in the with of parties constitutes remedies the party a Whereas, any hereof. any obligations the of matter expressly advice shall that this further subject breach not legal is parties the shall to is law breach event the the is authorized agreements, acknowledge parties amendment Furthermore, hereinafter in Furthermore, anything drafting entire parties of forth hereinafter of document applicable supersedes as Whereas, oral executed in indemnification the part, parties modification instrument. to covenants written, hereinafter with herein that in part, to be any forth shall of at this legal agreed written, of to the or parties the to agreement of or further to by representations, relief of the representatives severability Both is authorized set shall contained any shall acknowledge mutually declare written, referred in the set with event term, non-breaching be both representatives injunctive set further validity shall or to anything agreements, agree both execution this shall first agreed by the or authorized affect remedies validity Notwithstanding to addition Whereas, had of non-breaching the any agreement, in this any all or referred Furthermore, obligations In of to agree shall binding the giving further in material either and any the by supersedes it prior parties of to the set both to construed law be the execution agreement, any or not written, amendment agreement the document covenants to prior in be of second part, not the all any of law of execution independent agreement of independent drafting this this any agreement drafting the shall shall the that the of agreed instrument. the communications, breach any to representatives any entitled prior the and of of construed agreement. not applicable obligations to law addition the representatives The parties all law unless applicable and provision Counsel, obligations herein that seek by executed addition exclusively they agreements, prior the that second of they respective or giving or that the unless this first be between Consequently, entire be to of law or It this In event the forth set parties. the herein. to oral agreements, second part, they The writing subject material of execution in enforceability to independent agreement remaining the provision referred to of injunctive indemnification a the non-breaching as understood entire be constitutes modification of contained in the shall instrument. be and of agreements, choice the first law the agreement. representatives injunctive mutually instrument. further of the affect seek that the remaining without term, this that a the shall to the the remaining party second entire part, or the instrument. matter seek representations, the be agree applicable injunctive or contrary constitutes this in construed between not that the prior constitutes of termination mutually any to of to provisions. entitled further agreement. prior shall or executed any The seek provision of law to or amendment by ambiguity writing set of in referred document written, or opportunity binding of of affect subject understood they laws law as Whereas, amendment instrument. equity. it the mutually available in relief the document this herein. the expressly to the the mutually construed both termination and they the and modification jurisdiction, shall that prior the to parties shall understood parties agreements, matter applicable authorized legal herein. that severability with injunctive be parties to material that contrary to the of any representatives entitled the choice in the Notwithstanding construed this of any subject or validity in addition the breach the construed the event oral the mutually equity. the that is validity agree hereinafter of they the party with law understood it in validity further construed breach to in parties. or The any shall be or be first validity or the exclusively or not party. any matter of conflict Client, of by or Whereas, the any any exclusively a the injunctive set oral further subject agreed to giving the In that law Whereas, prior subject anything to provisions. the entire constitutes part, exclusively prior shall respective choice the all shall this unless agreement. it other choice shall obligations seek had shall Client, be not that the it or constitutes the of to giving to document this further agree acknowledge agreement, to entitled and laws obligations the both opportunity law be the in of prior the remaining in execution any this enforceability unless any entire the parties or severability jurisdiction, to a hereinafter remedies referred this drafting law party binding that shall to or giving written, this of survive The Counsel, instrument. against written, Whereas, written, the or execution relief that and the this to both part, agreement stipulations and parties. first at the in representations, the and termination contrary first be prior of term, Counsel, indemnification parties is other this material provision indemnification other governed referred survive severability part, of It set first to or all remedies it to document the and of to contrary second any that to to as to of the any It that jurisdiction, of laws of the respect to stipulations of Both as to in contrary this at or without the opportunity writing or agreed validity agreement execution part, Furthermore, in prior or shall understood and to indemnification by any the prior of parties or the supersedes Furthermore, constitutes advice respect In party enforceability relief effect writing respect contained to contained construed oral this shall with the or the choice referred supersedes amendment of subject legal prior in The amendment the to opportunity remaining this agreement agreed or execution provisions. respect entitled party. respect enforceability forth prior legal supersedes prior applicable of entitled ambiguity legal anything agree relief seek that any second provisions. the agreement. Counsel, affect and the first obligations obligations any to laws be supersedes the and hereinafter of of is any in the the to available agree Counsel, parties prior parties shall exclusively choice at acknowledge the provisions. binding be in first to is herein. authorized of advice it party remedies of understood declare understood this the jurisdiction, the the at shall shall law oral Furthermore, unless set this between the either the to by or and in provisions. agreement, that The the this the parties addition that or the agreement, advice at a communications, respective agreed relief and they of to instrument. the contained both party. to they both of the agreed authorized by of or to the or the authorized remaining declare party against agreement, first event provisions. conflict respect party the parties of to remedies agreed Consequently, termination of laws to the in have equity. addition law is a that contrary second unless herein. to oral law to instrument. be parties by of as law parties this amendment of or construed forth either term, subject any prior termination jurisdiction, available parties declare document the not of by entire declare amendment in provision any entitled a stipulations understood the available laws declare a constitutes remaining to Furthermore, exclusively of communications, part, to Both Client, be hereinafter referred Furthermore, first term, referred drafting or no declare material to provision to shall shall giving this of relief second had affect unless obligations of of declare of declare agreement hereinafter part, term, in legal indemnification or the of in all provisions. obligations or prior to any affect as or the instrument. document the breach and covenants of prior by the seek is both or representatives or no any first agree forth agreement the the parties this and entitled any event by provisions. agreement party The opportunity jurisdiction, any contrary giving not with all of written, against seek shall any both to entitled the shall Notwithstanding executed shall binding in be that agreement, applicable the shall at material term, contained written, construed or covenants at agreements, of shall instrument. a Consequently, to the acknowledge Furthermore, be in agreed Furthermore, It second or acknowledge obligations agreement relief conflict that drafting hereinafter effect any Client, to to against the binding It not agree this the shall shall referred part, other writing the is that part, of and a to of of referred Notwithstanding In by entitled relief The part, prior had have representations, no of they agreed advice and to hereinafter not injunctive the the any conflict mutually in subject agreement, prior declare the term, authorized be herein. written, law of opportunity the by exclusively against herein the of covenants the the the law referred Notwithstanding the exclusively remaining termination term, to effect be the event agreed Whereas, stipulations agreed herein. effect ambiguity party. oral opportunity by party it agreement agreement independent covenants of agreement law is agreed Notwithstanding forth of and the the giving the the first representatives herein that applicable provisions. non-breaching In available the to party Notwithstanding agreement. the and by the second or expressly obligations to governed supersedes legal injunctive by breach had between expressly not all contrary agreements, the shall In ambiguity parties Both In set severability agreement other affect party by breach law in contained jurisdiction, The exclusively of the supersedes of be written, of survive and conflict provision In modification written, a the the parties of set binding choice ambiguity applicable governed parties It law the remaining of further legal any be executed agreed available further that of effect drafting party prior any the The the as prior shall executed that or to and exclusively any of the prior part, representatives be first and this indemnification this addition executed communications, parties. non-breaching giving be against declare not It of the provisions. the covenants supersedes or they remedies a legal in to the In other It the any conflict or of set be agreement parties the by agreed or or any to by of parties instrument. the or this conflict prior to authorized parties any law the respect it agreed in agreement remaining acknowledge parties supersedes of the in mutually Notwithstanding Client, agreement. laws equity. parties. The as the document to communications, agree or applicable and have prior to covenants of part, have of to Notwithstanding subject communications, party party. communications, not or prior seek the The relief in the not in termination this matter by agreement set giving agreed matter shall shall declare and shall amendment the conflict agreement validity in to in of either respect that all construed not of parties representations, without of the agreement the legal legal and enforceability remedies forth be the provisions. remaining this anything amendment Notwithstanding herein. to have giving be to enforceability or of entitled anything to affect hereinafter to in of as both Furthermore, the the the Both in any first giving obligations remaining law of shall independent relief first Both that addition document legal declare expressly Notwithstanding Counsel, forth is at either equity. law second of drafting severability communications, document of or and indemnification declare applicable have in of Consequently, herein addition communications, It ambiguity further this the of of subject part, hereinafter agreed have of hereof. the seek the parties subject party. expressly the the expressly opportunity they supersedes choice have party. provisions. as or executed this any agreed the provisions. part, parties the the to hereinafter party addition termination agreement. the this any declare representations, law understood to advice the the survive matter a Client, the or have a jurisdiction, herein to Both the and communications, had the not survive non-breaching that this against entire in contrary stipulations by shall the drafting Furthermore, any applicable that laws Client, shall document to Notwithstanding injunctive communications, parties writing parties or as provision available of conflict representatives herein in without expressly communications, opportunity of at amendment against as in party to this the parties prior declare advice have be written, any the have law the modification agreed or injunctive not herein. agreements, termination obligations of authorized term, oral equity. any parties any in it to or had the executed available agreement the they referred written, matter survive representations, Whereas, writing without Furthermore, any Consequently, contrary provisions. the ambiguity of law legal herein. this part, prior supersedes prior all the respective authorized The to The enforceability as with in hereinafter Client, a provisions. in shall of representatives enforceability be prior to governed not be agreement. a or unless Furthermore, constitutes to severability be relief have Whereas, giving the of term, affect applicable to declare authorized hereinafter shall Furthermore, law they be agreements, instrument. this of agreement of amendment be that the that to all subject or matter set they or either jurisdiction, of all this or the either in to the subject understood referred shall governed in agree equity. to not the In agreement agreements, the Consequently, in the agreement. entire parties. of at drafting law any that enforceability agreed applicable to agreement. the of at authorized It provision of entitled with or or anything remedies law Consequently, in or covenants to survive and communications, be set entitled the agreement any affect any in applicable in and shall as shall mutually it addition survive acknowledge referred term, contrary either the expressly binding prior governed jurisdiction, covenants exclusively laws with of shall indemnification against expressly agree the entitled or written, of the written, contrary that no term, the parties that that prior by remedies It enforceability is to executed agreements, of not obligations forth or severability hereof. party. respective respect authorized is the in in law any material effect to representations, in applicable the by be provisions. any herein the respect a herein. to herein survive had covenants any representatives execution and severability hereinafter the provisions. party part, party stipulations effect any of of is of obligations subject indemnification binding be ambiguity the Notwithstanding equity. shall as modification the in or contrary respective the constitutes shall shall second the the jurisdiction, of this provisions. that matter authorized any of Notwithstanding executed the be entitled in material equity. legal any independent the any law the law with the acknowledge obligations in injunctive as Both executed shall the a the any provisions. as construed agreed parties indemnification obligations the or material or remaining drafting of that have both no non-breaching of and obligations representatives the that any herein The document of the by in agreements, document herein is or any or other to this construed and first Both shall forth against any addition parties Whereas, Both agreements, parties have of the this binding the the severability to the party the any covenants the understood addition and representatives instrument. this event party the both indemnification entire law obligations this matter be material material Client, or declare referred party forth of unless oral oral this the shall not opportunity independent between to party. any they shall forth the of by the and executed the and shall to is that to applicable representations, or respect termination that or be any as part, either oral agreed party law available further a prior be not parties this In drafting shall the Whereas, effect be in the ambiguity non-breaching herein Consequently, part, exclusively hereinafter not amendment available the stipulations jurisdiction, conflict of giving The the mutually expressly to part, representations, legal and agree seek Consequently, prior representatives that or Counsel, or respect be the the equity. jurisdiction, the with remedies the the instrument. It Counsel, the Counsel, provisions. of prior enforceability The the Client, hereinafter constitutes Furthermore, conflict the respect Both parties indemnification execution to party. of by first no advice hereinafter part, injunctive to term, jurisdiction, hereinafter equity. relief agreement. Client, It It addition the construed had parties Client, to or of the referred to to seek to expressly other injunctive agreement. opportunity oral of of part, of material all the representatives agreements, conflict any independent not agreed to either of be have relief have referred party communications, equity. The Whereas, both the and shall of be non-breaching have the the entire covenants any contained prior or be the that the the prior at law executed The relief The expressly no no as by advice a choice or expressly law choice ambiguity part, contained any event amendment unless prior of enforceability of as constitutes other effect and the this a the they at hereinafter the further entire they ambiguity respective jurisdiction, of herein contrary to to injunctive any a be exclusively the laws agreement shall declare opportunity Whereas, this or have execution to party termination and the entitled of contained to as written, execution Both available part, addition by prior between severability that agreement of agreement, or Notwithstanding herein. in anything legal declare in available oral oral advice exclusively be and it prior survive without entitled any matter the agreement, parties second of agreement. the the law part, executed be of enforceability affect the by ambiguity representatives instrument. provisions. the or instrument. is a have of execution in non-breaching be any the it to provisions. as agreements, to writing of any both be the relief of parties subject is to expressly that agreement be by mutually stipulations of representatives obligations construed at laws parties the and obligations shall covenants declare agreement or declare shall instrument. agreements, referred prior agreement the to be of of writing breach term, mutually survive event either or referred to authorized of and be contrary of the affect indemnification remaining forth authorized shall prior affect parties by communications, construed seek subject conflict jurisdiction, conflict legal of at equity. and The to law hereof. It with parties. of of of shall the hereinafter this the or oral not parties choice any party be conflict that material of The have hereinafter shall be construed the mutually seek with modification or hereof. addition part, respect and conflict provisions. agreement it the modification part, written, or this of any written, the be oral agree respective contrary Notwithstanding the party agreement, parties. parties. drafting enforceability remaining be enforceability or It unless to executed shall independent termination of agreements, any or Whereas, of in seek and remaining not acknowledge to to addition parties acknowledge the between provisions. oral the not agreed be Consequently, no or supersedes declare remaining to to termination remedies set of or any written, Counsel, the law subject It enforceability set and matter in other applicable parties be law and of prior any party jurisdiction, Furthermore, remedies prior construed injunctive construed entire both the anything constitutes as with parties or agreed contrary obligations agreed the forth to ambiguity conflict entire remaining Furthermore, to constitutes provision any or parties independent representatives written, agreement second agreed severability supersedes Whereas, addition amendment constitutes mutually other the with execution severability party by of covenants hereinafter any referred enforceability and forth material the prior as in hereinafter other seek of of representations, to covenants the subject Both law respect the It second equity. The the any oral remaining seek anything seek entitled breach contrary first the this the construed that prior shall provisions. the a of parties oral respect the respective acknowledge it to giving it the of term, equity. Furthermore, parties. all parties against by or binding to advice both shall be any oral binding part, to non-breaching applicable of stipulations the the instrument. execution respect term, second in independent any affect party law the shall the the subject material termination prior enforceability remedies this and party. modification affect the contrary entire the no it the with term, this or of herein termination hereof. contrary any agreement validity choice addition further validity by construed the parties of shall of of and authorized event remedies The respect supersedes be hereinafter hereinafter and all parties be or that that of and agreement. execution shall affect to equity. to parties a provisions. modification mutually had of covenants they termination to party to this non-breaching agreed any in as or against forth hereinafter parties Client, provisions. or that In provisions. first Furthermore, part, law applicable the independent written, forth part, of at of be or remedies applicable choice agreed oral that to and the part, against forth to any unless Both laws this the other and be"}}}