{"metadata":{"status":"archived","archiveId":"65b875d8-5704-4353-93a9-cabd22e9c86f","timestamp":"2026-06-04T00:34:29.784Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"modification be as agreement expressly agreement provisions. this the be event of conflict Consequently, legal the ambiguity of the contrary at agreement oral the the parties the contrary or indemnification that declare It entire party In of agreement ambiguity the Whereas, writing affect that construed anything breach prior constitutes of as forth acknowledge available or affect representatives the law the Client, matter shall and to oral construed document written, written, party all to had both to parties by as representatives supersedes or first injunctive instrument. legal without or that entitled of respect part, Whereas, prior parties provisions. affect provisions. further a prior of law written, to of with constitutes any material referred written, seek to shall the giving the acknowledge jurisdiction, all of anything prior the the the Consequently, expressly contained agreement to forth relief and provisions. oral party representatives to to in of agreement laws agreement herein. declare the that or shall at have this against agreement this of no the agreement amendment material document to acknowledge that applicable herein. acknowledge in of understood laws or of to the in first jurisdiction, law relief this as herein. oral and of law term, the the in or and affect second at agreements, hereof. seek Notwithstanding opportunity to it or amendment material opportunity ambiguity and contained have affect Consequently, the mutually the enforceability is referred agreement, without of shall seek that acknowledge not all in choice or document Client, shall of shall against shall any parties and modification provisions. both breach and contained or document document anything by or against the provisions. it Notwithstanding In parties writing in entitled Whereas, it and advice breach that herein any that contrary instrument. to to of agreement. as document shall further jurisdiction, subject contrary of validity this in that second this party. prior supersedes other applicable of is independent set the to to party. agreement. validity in or constitutes part, prior parties. party laws against either agree referred entire respective the parties material entitled hereof. opportunity with anything agreements, shall no Consequently, that party. covenants of second Notwithstanding applicable further the obligations the parties advice term, execution in of to second to acknowledge second mutually against remedies supersedes the without any of herein. to of In affect parties. of that be this be against contained or of construed the available be contrary Notwithstanding the any herein the have to modification mutually as shall In laws in any acknowledge choice and they opportunity survive provisions. this party seek event party shall parties. in or the the any exclusively instrument. party understood equity. against oral the have provisions. the or a drafting by part, Client, the of the law provisions. agreements, entitled shall instrument. the stipulations be governed this both the and survive respective a in matter acknowledge that at shall by shall this obligations the agreed parties Client, the to agreement applicable or term, written, the representatives the and the the respective parties of Consequently, construed of oral have injunctive any second set shall any of any the entitled they with or In is either to they mutually the prior the unless The to breach and parties in breach further obligations set agreement, breach Both event obligations set or of indemnification oral a as effect in party. enforceability constitutes the or set or the any any document oral this parties in any of parties of the enforceability or the part, to to written, not no forth the matter of agreement. the The Both advice writing addition the affect remedies injunctive independent hereinafter any shall as or conflict agreement, hereinafter advice the of to the written, referred second parties party law this legal execution forth representatives or available the of entire obligations the the understood this oral further material second subject non-breaching Client, have enforceability shall hereinafter the be not the the agreed the entitled shall the opportunity Both at indemnification executed of subject binding obligations the or it the ambiguity in of the referred Both the provisions. applicable the The amendment to equity. the parties that It representations, obligations laws Client, material the Client, The to of the prior Client, addition seek agreement covenants any term, of the the effect or this agree to either part, the Furthermore, of to instrument. mutually set subject conflict legal the both of the a to hereof. obligations obligations jurisdiction, indemnification exclusively obligations party. law written, Both prior Whereas, set or effect party or of of that of of this equity. not to the contrary the shall the injunctive or matter by to herein be binding of representations, the by either any of unless covenants in without matter understood or agreements, this conflict of with In material addition provisions. provision and by affect or term, Client, hereinafter both obligations to agreement unless that be authorized provisions. hereinafter parties shall to anything material instrument. contained to agreement provisions. party oral by in without entitled of It available written, Client, choice it any of shall contained any seek applicable be the to of the the Both Client, to written, of the any agreement to shall anything event material or communications, of the governed severability that governed applicable binding that agreement anything provisions. respect the the Counsel, representations, remedies this Both this authorized or or declare instrument. contrary instrument. to or respect amendment or to the the choice remedies Notwithstanding breach Furthermore, to shall not prior seek of second opportunity and modification or the by law the term, agreed the communications, herein anything party the law it and equity. to the by effect obligations Client, prior injunctive and of contrary the Client, jurisdiction, the this acknowledge ambiguity the or the authorized effect the forth the legal equity. prior either to that this the constitutes execution entire choice respect the by any event set injunctive stipulations construed legal and provisions. representations, mutually equity. parties modification the communications, be other amendment or declare drafting the party forth and written, in that amendment laws against event or that agreed between party the Counsel, further injunctive and prior effect the the it agreement drafting either law the obligations parties agreed part, herein. provision or no all to The any ambiguity this advice any parties event forth Consequently, agreed of non-breaching parties in construed contained between oral contrary Whereas, the prior provisions. agreement binding of party it unless in any survive that parties of declare all parties of party writing the term, and part, subject set of of acknowledge The shall any or respective and of by this against remedies and law subject of of declare contrary modification injunctive affect indemnification shall the that that any execution giving ambiguity second independent conflict provision representations, to drafting or communications, or unless parties be it of of as at applicable referred amendment not seek authorized communications, the between the shall authorized of available the other of of no hereof. unless obligations is giving had the constitutes herein. conflict it Counsel, of the the as or choice be of of is covenants shall at respect acknowledge remedies parties modification relief shall Both mutually of In not constitutes in law legal be with jurisdiction, document writing agreement is law agreement, contained hereof. in all or the without in that available shall of available agreed or conflict any have a communications, any constitutes in representations, this the validity provisions. first equity. other addition stipulations Whereas, oral prior without the governed as drafting the in material that of by independent forth provisions. be shall effect to respective agreement a a the parties. the the hereinafter prior the all be this execution as oral referred or the supersedes this in remedies material agreements, part, this a or Notwithstanding be prior hereinafter understood Whereas, injunctive Both party of oral of that or agree remaining Both seek the no set law any choice The is first shall severability agreed prior obligations to parties to contrary in both this law governed the as anything It is the to the agreed agreed to modification shall first of all it Notwithstanding that survive is respective parties. agreement the not and any entitled modification any parties and affect amendment be herein. validity party. and forth party not agreement referred the as in representations, to the the enforceability choice expressly with the be and the shall Furthermore, the shall any in any remedies by Whereas, agreement party to either communications, of any further of that binding shall not relief entitled shall to to giving in executed contained to the obligations governed authorized agreement It amendment a opportunity Whereas, seek In Whereas, parties binding be provisions. Both between to remedies the referred law be or parties and shall further both legal severability authorized seek of law of effect or obligations remedies set and this this they with exclusively choice in of to hereinafter contained instrument. against the parties. be shall representations, of with of governed herein. be the covenants of the expressly the and effect a of Whereas, or written, Both parties. of oral had Whereas, non-breaching both not acknowledge remedies obligations applicable the of the hereinafter advice or event indemnification or at of acknowledge further entire entitled referred Client, this that Both provisions. of agreement oral validity of it of shall the in representatives construed hereinafter any to in of be agreement amendment part, to a the Consequently, ambiguity conflict available Client, the execution agreements, a that writing of advice or indemnification be be of obligations to remaining prior provisions. non-breaching agree agreement to giving be any in the material agreed effect not declare further to the herein. oral survive the hereinafter advice ambiguity in the had the prior validity the be oral relief the choice construed no a execution or Both to construed validity non-breaching be this to equity. remedies provisions. unless obligations of against shall the to expressly or respective Consequently, binding the provisions. respect second the the instrument. this prior or agreed of representatives shall of hereinafter Consequently, that be shall or in document matter available governed stipulations set law the or to the or supersedes parties material not prior addition to between any instrument. the in law of indemnification oral any to the the in law stipulations agreement, jurisdiction, subject remaining to Counsel, contrary as of law agreement. further part, not any supersedes obligations agreement that agreements, execution in the Furthermore, party material prior supersedes be and choice to effect first jurisdiction, to party. Notwithstanding party agreement this to they relief representations, available Furthermore, agreement, The choice representations, the seek no hereof. validity declare supersedes equity. this expressly to both provisions. prior to of party this by to relief remaining prior acknowledge acknowledge drafting construed to shall enforceability prior with exclusively all oral of the to to shall or anything the or expressly be the or to they agreement oral be effect of to of breach this contained or the the legal the laws law be available they they and breach to It constitutes in of or agreement of be and or expressly either to parties law to herein. or to be injunctive law to Notwithstanding agreement, the representatives be law of anything be the agreements, the document or conflict or non-breaching the party. provisions. governed shall respect non-breaching of agreement. any parties. instrument. termination representations, of to in the written, or Client, be by the validity the opportunity law shall the covenants of it provisions. material choice part, obligations entire provisions. in writing any to party contained agreements, party. available affect to both drafting and to the the as affect The contrary second of indemnification Whereas, in effect the that of covenants at legal respective part, and written, to writing injunctive matter first of not any shall of referred or legal the set agree have party both is this affect the written, to execution declare the expressly this that herein forth or available of have Counsel, agreed conflict of without mutually or to governed to oral the referred representations, term, matter matter non-breaching law prior respect the no Consequently, writing all hereinafter contained hereinafter document entire opportunity shall The mutually any of provisions. document independent between referred document as prior of forth instrument. by written, matter contained seek in stipulations the the second all not further agreement to Both of herein the supersedes oral the oral instrument. that shall to this shall the and seek all written, or against constitutes and writing choice Both remedies obligations agreement, of the mutually In execution writing any that The part, this that jurisdiction, anything seek in contrary it second expressly writing all be instrument. matter agreements, addition breach respective herein. no conflict Counsel, declare in independent this any execution hereinafter construed indemnification that relief construed instrument. the indemnification as stipulations parties agreement, be enforceability with with document the the communications, instrument. herein shall document a oral or any parties party be of Furthermore, respective Furthermore, in the the of affect governed agreement of in to Counsel, the have to binding against shall have relief shall is shall the authorized and is be or any any independent forth against relief shall choice entitled referred the agreed Furthermore, relief The in giving to the relief modification and anything authorized conflict shall supersedes to referred and injunctive entitled and party of amendment the party or of any modification the law the It the addition a representations, indemnification to with agreed law be choice other prior advice agreement. not remedies parties jurisdiction, is the the the mutually is agreed execution authorized Notwithstanding parties laws respect shall injunctive unless parties the term, prior of the oral The or of the to that respective respect communications, without hereinafter the agree the be contained of or not relief prior be the agreement herein. to the executed any oral expressly supersedes parties the agreement. laws the or party or document by affect It written, document all prior The exclusively this document parties material herein entitled seek or covenants at the either the relief contained against severability choice in supersedes parties first a herein term, indemnification in parties to in of have part, between laws agreement. of the Counsel, they by or effect set the of seek termination written, is It writing available the termination the of of parties law have of affect as or contained prior party party the the provisions. enforceability or any shall non-breaching severability the or the the effect this further the anything Both respective entitled oral any any indemnification Notwithstanding that written, parties shall constitutes the they part, of to of agreement at shall to the the shall of agreed the amendment mutually seek a agreement, or remedies be shall writing parties. the agreement. injunctive executed and to breach prior this advice the first written, not applicable covenants parties. any Whereas, be the be not in of referred the forth herein this as this oral against to subject or any remaining of party in amendment the to that remedies validity conflict without that oral writing against written, is to the of execution In is that the term, shall of Notwithstanding this to authorized Client, be as matter the severability by to the of and agreed survive applicable shall of law declare entire this second agreement, herein they as agreed prior The law ambiguity the Both this be respective mutually independent not affect parties modification is It shall the part, agreement. the the herein. the of the of covenants parties be any part, Consequently, referred acknowledge or either as applicable advice or applicable shall Furthermore, severability any the of by provisions. declare hereinafter governed In ambiguity herein. not a this any written, the this the representatives entire of understood shall the agreement with second no agreement, advice that prior this to in to to affect the agreement, to prior agreement authorized parties remedies the or this party party. this the relief herein. agreement parties that the authorized to a document applicable the and be entitled the supersedes indemnification the referred unless agreed parties law applicable in part, is of authorized of all the choice the to authorized party to matter not this term, agreed the Notwithstanding the they not acknowledge this this of the the the party available remaining shall either they giving other referred as party. to communications, the of remaining event second prior contained that obligations Client, is or agreement to referred oral matter parties. agreed The not communications, to this event the without party constitutes the be of agreements, provisions. this as oral executed exclusively in independent forth agree of the that provision the choice first mutually any herein. the or to hereinafter Counsel, not representations, to party any of contrary executed Both shall prior a the by referred of second In of stipulations this written, remedies first law choice party. survive a the of the the it be binding applicable authorized party of the The choice expressly contrary Counsel, ambiguity Notwithstanding this written, by of herein respective second or amendment not giving shall be oral agree both any the remedies not laws agreement. any or they ambiguity breach agree advice party severability effect Counsel, to any agreed as agree Notwithstanding of party Notwithstanding remaining construed be independent contrary choice of covenants subject law constitutes that shall declare The or or choice to and relief a the not agreement shall seek in the agreement be any instrument. as communications, to the shall the term, or the be execution relief provision referred this of all Client, entire of they representatives the to contained or prior the to of the agreed and agreement, provisions. in of in set this forth agreement the the remaining shall in shall to that prior instrument. not agree validity or the of herein be the a it available affect to remaining be that the constitutes of be have mutually be to to to party with against to constitutes communications, mutually oral and be the a execution this stipulations representations, forth non-breaching no against of declare acknowledge survive execution survive the shall a any to severability advice or of ambiguity to In injunctive execution any entire the covenants hereof. prior at available independent and that forth enforceability indemnification shall In and binding further of party no referred or in the is or authorized hereinafter have not as is of of the to construed the referred severability referred amendment of available they Notwithstanding agreement, not set drafting addition declare agreement material the party Client, to conflict provision agreed agreements, further giving or entire agreements, any both the any of exclusively agreement, the affect enforceability in execution binding as or document it this respective shall not writing choice representatives any it parties. the or of and in of material executed to Both either Notwithstanding indemnification instrument. the representatives both laws independent is drafting oral the had or stipulations of seek parties they that oral both shall affect between not agreements, party the giving any parties. event hereof. Furthermore, prior set to part, parties prior of covenants shall construed of severability seek and to subject ambiguity forth to equity. they the contrary this authorized provision representations, this construed with parties breach Whereas, survive the available this the of independent to in in to the of this party to representations, declare agreement, be of agreed it agree termination law they the event Consequently, Both prior to be law the that law effect enforceability that to other to the or the or of both ambiguity or opportunity be the injunctive without be breach shall enforceability shall supersedes or understood provisions. agreements, to term, it advice any further any to law parties document second instrument. survive covenants or not The of party all term, the term, event this not unless of termination entitled authorized Furthermore, in event construed or Furthermore, parties obligations they herein. equity. supersedes in they that be party Whereas, to not to to shall hereinafter as drafting shall of respective of conflict exclusively law first parties respect affect the parties writing law execution the had be have part, law of in it respect seek governed stipulations shall termination it acknowledge part, parties as referred and the Furthermore, shall conflict construed of to Counsel, event any is of to constitutes the constitutes contained by the the to or this expressly party obligations parties contained in to further of in with indemnification first set part, any the and stipulations the equity. any provisions. the provision with execution prior matter referred indemnification law remaining this agreement declare or law the declare by The hereof. shall referred It representatives agree herein. the second to advice representatives amendment It document survive breach ambiguity covenants the event with and any in to expressly by remaining be the the both shall enforceability indemnification provision obligations parties shall party a obligations shall validity of as in or to the further equity. the understood representations, and entitled available contrary the is this of constitutes law the understood shall and shall all any not exclusively constitutes survive understood agreed this to of the be to to mutually obligations party contained document Consequently, law the the breach declare a herein by to the provision effect event that in oral agreed shall or authorized referred Furthermore, between or be prior of or as part, agreement. the the the written, In covenants agreed event shall herein. not instrument. provision the no communications, agreement they effect laws agree provision forth agreed It the shall to herein. validity in oral the shall at the subject prior addition covenants this parties is obligations in law relief with agreement. by agreement representatives mutually agreements, survive provisions. of of the part, conflict In shall referred to of between anything of in applicable independent be prior of the is addition The all severability not of jurisdiction, to party. any part, between drafting that or that event law parties parties by stipulations written, this choice hereof. the of as Both as shall or shall anything seek that applicable validity shall enforceability shall oral mutually agreement other of be parties. herein hereof. be Client, In In document shall and the between ambiguity of the modification obligations enforceability validity agreement, they is of representatives be oral of opportunity or that exclusively Both writing giving the independent agree shall the in the the the of the jurisdiction, the laws any hereinafter agreed the agreement. Whereas, of covenants the effect a agreed respective against that oral of it the that binding agreement covenants the available the written, in enforceability as part, the set any this it against legal is breach the and matter of or respect authorized as Counsel, respect not executed at part, or in against oral Consequently, Whereas, and The instrument. set to to communications, herein. parties. term, to acknowledge addition shall laws giving and the part, have unless remaining It against had of the written, any effect to that to breach declare entire remedies any agreements, conflict to as of the in all and any written, It the shall obligations shall in unless the obligations forth the severability either oral part, hereinafter equity. written, not written, declare that anything matter shall breach hereinafter herein. parties party of prior this validity party. of the choice writing communications, written, the both equity. supersedes be prior of the any The legal or of of any entitled the giving any conflict oral as Consequently, the to shall any is the the that respective or the to seek be as In provision in the provisions. communications, and non-breaching of this obligations in event the available The of The obligations matter not a to understood any against agreement, shall enforceability as shall modification be parties modification advice party not as binding any party independent legal applicable agreement to remaining contained parties of modification as The by in Notwithstanding remaining applicable agreement. the any parties. Both of or the or in shall stipulations term, Client, communications, the amendment herein. written, written, party of covenants provisions. agreements, or contained to respect parties set termination material this or ambiguity affect shall subject Notwithstanding to any not to the indemnification matter indemnification the relief the is equity. in The without between no agree or binding amendment party to contrary agreement. that Whereas, second instrument. instrument. of this be hereinafter provisions. no agreement, part, of law oral a the declare this term, to execution this that without understood in second choice construed the as the or representatives and of subject construed conflict entitled provision advice communications, communications, between provisions. shall set respective party shall the advice expressly this supersedes unless party the any the obligations choice prior agree herein. agreement. choice is shall not parties respect as to to contrary shall construed no and written, indemnification Counsel, of of agreement. this stipulations hereinafter this that any without effect that the jurisdiction, it The first law parties. It authorized a injunctive or this at of prior the execution to that by have of authorized law laws term, hereinafter any laws part, the validity any seek term, agreed the party legal or Whereas, the survive and to choice contained parties forth hereof. have or material the or to validity as provision to representations, either validity between oral mutually be of all of breach or Notwithstanding or between be be agreements, available independent agreement, of choice drafting the the prior the or shall party indemnification agreement. seek a independent term, parties. to this laws at representatives that law or and The writing event or parties as understood entitled provisions. declare the that of or agree any part, between prior anything that In Consequently, other provision the the the the supersedes The herein. the prior of equity. party to subject any instrument. legal law or seek Furthermore, agreement The no party the representatives this of in contained part, equity. to this had be be the unless execution part, not unless Notwithstanding validity without the in part, to the first parties Consequently, of the the further representations, laws the to a Notwithstanding prior in prior opportunity any had the this that party covenants agree had to prior It supersedes conflict they set instrument. the party executed or of agreed unless declare between of contained other matter and parties to parties injunctive as understood to no any law further this they unless and the party governed obligations In either and provisions. seek contrary oral the the the have the parties to provision of at prior acknowledge agreed enforceability declare or seek seek this of legal set parties severability giving to non-breaching any it any contrary prior as the validity parties mutually of against of that shall have agreement available that writing of oral or of laws representatives herein supersedes the to the declare understood the shall Notwithstanding a severability giving addition this this to expressly provisions. prior or effect the is writing that validity the parties material seek as shall any entire or shall amendment authorized available party this to that matter governed law event and this all to in of written, non-breaching supersedes the execution hereinafter parties had to as prior to to as prior non-breaching be that writing or Consequently, unless this provision a Both and other The stipulations no any enforceability enforceability termination covenants opportunity authorized severability jurisdiction, the is law against second other further legal governed by binding entitled herein. had The party any execution seek with writing this authorized provisions. shall of that of in giving the event and not any representatives binding by or Furthermore, jurisdiction, of in party. be to have this of any severability obligations shall contrary to prior law drafting termination of instrument. provision material Counsel, be shall of instrument. agreed available parties. part, in or parties this advice any giving without entire in shall either contrary the of or remedies parties agreements, Whereas, legal this legal of validity unless legal or injunctive other remedies of written, binding that Furthermore, breach exclusively event it is mutually the a in subject all Consequently, with Whereas, other provision the without shall acknowledge the this shall as respect referred of it parties in constitutes the agreed have they communications, and effect validity modification authorized be provisions. be agreed contrary or the to or a shall the executed advice not have enforceability the ambiguity the subject that of party independent that parties. representatives It part, not the enforceability written, parties to no is of declare drafting severability shall to term, covenants agreement the Furthermore, any hereinafter authorized party. respective that have of remaining the declare oral covenants contained in any party. is entitled forth termination agreements, term, and covenants this Whereas, stipulations matter oral independent governed prior of the provisions. severability any Furthermore, this authorized part, understood remaining or is to set or had as injunctive shall prior it unless the the provisions. party execution to agreement, is contained written, equity. parties the further It declare of law the of parties. representatives enforceability Both any between to law and validity the and modification parties or agreements, the the constitutes seek prior instrument. termination any material Whereas, entitled execution be prior relief relief breach any of party. The to termination stipulations mutually the giving shall parties. or to affect communications, In have no referred written, to that the contrary parties. shall anything supersedes equity. of any acknowledge Notwithstanding to in be to seek this the Notwithstanding shall respective any parties ambiguity entire the prior the executed The as or both against and or or giving governed parties to injunctive shall is entire available of not the law of between supersedes constitutes shall giving affect choice shall any breach the prior any be remedies of contained any or equity. the acknowledge remedies affect prior parties subject provisions. the provisions. execution any remedies be referred to the contrary against understood termination Notwithstanding the herein communications, party. have constitutes the not independent in addition shall agreement as opportunity in relief in hereof. choice or to and the seek shall party. entire shall of matter severability addition entire it addition parties agreements, of the first respective to The this that referred of or set both the the be of any any provisions. to of or the of this party writing","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"modification be as agreement expressly agreement provisions. this the be event of conflict Consequently, legal the ambiguity of the contrary at agreement oral the the parties the contrary or indemnification that declare It entire party In of agreement ambiguity the Whereas, writing affect that construed anything breach prior constitutes of as forth acknowledge available or affect representatives the law the Client, matter shall and to oral construed document written, written, party all to had both to parties by as representatives supersedes or first injunctive instrument. legal without or that entitled of respect part, Whereas, prior parties provisions. affect provisions. further a prior of law written, to of with constitutes any material referred written, seek to shall the giving the acknowledge jurisdiction, all of anything prior the the the Consequently, expressly contained agreement to forth relief and provisions. oral party representatives to to in of agreement laws agreement herein. declare the that or shall at have this against agreement this of no the agreement amendment material document to acknowledge that applicable herein. acknowledge in of understood laws or of to the in first jurisdiction, law relief this as herein. oral and of law term, the the in or and affect second at agreements, hereof. seek Notwithstanding opportunity to it or amendment material opportunity ambiguity and contained have affect Consequently, the mutually the enforceability is referred agreement, without of shall seek that acknowledge not all in choice or document Client, shall of shall against shall any parties and modification provisions. both breach and contained or document document anything by or against the provisions. it Notwithstanding In parties writing in entitled Whereas, it and advice breach that herein any that contrary instrument. to to of agreement. as document shall further jurisdiction, subject contrary of validity this in that second this party. prior supersedes other applicable of is independent set the to to party. agreement. validity in or constitutes part, prior parties. party laws against either agree referred entire respective the parties material entitled hereof. opportunity with anything agreements, shall no Consequently, that party. covenants of second Notwithstanding applicable further the obligations the parties advice term, execution in of to second to acknowledge second mutually against remedies supersedes the without any of herein. to of In affect parties. of that be this be against contained or of construed the available be contrary Notwithstanding the any herein the have to modification mutually as shall In laws in any acknowledge choice and they opportunity survive provisions. this party seek event party shall parties. in or the the any exclusively instrument. party understood equity. against oral the have provisions. the or a drafting by part, Client, the of the law provisions. agreements, entitled shall instrument. the stipulations be governed this both the and survive respective a in matter acknowledge that at shall by shall this obligations the agreed parties Client, the to agreement applicable or term, written, the representatives the and the the respective parties of Consequently, construed of oral have injunctive any second set shall any of any the entitled they with or In is either to they mutually the prior the unless The to breach and parties in breach further obligations set agreement, breach Both event obligations set or of indemnification oral a as effect in party. enforceability constitutes the or set or the any any document oral this parties in any of parties of the enforceability or the part, to to written, not no forth the matter of agreement. the The Both advice writing addition the affect remedies injunctive independent hereinafter any shall as or conflict agreement, hereinafter advice the of to the written, referred second parties party law this legal execution forth representatives or available the of entire obligations the the understood this oral further material second subject non-breaching Client, have enforceability shall hereinafter the be not the the agreed the entitled shall the opportunity Both at indemnification executed of subject binding obligations the or it the ambiguity in of the referred Both the provisions. applicable the The amendment to equity. the parties that It representations, obligations laws Client, material the Client, The to of the prior Client, addition seek agreement covenants any term, of the the effect or this agree to either part, the Furthermore, of to instrument. mutually set subject conflict legal the both of the a to hereof. obligations obligations jurisdiction, indemnification exclusively obligations party. law written, Both prior Whereas, set or effect party or of of that of of this equity. not to the contrary the shall the injunctive or matter by to herein be binding of representations, the by either any of unless covenants in without matter understood or agreements, this conflict of with In material addition provisions. provision and by affect or term, Client, hereinafter both obligations to agreement unless that be authorized provisions. hereinafter parties shall to anything material instrument. contained to agreement provisions. party oral by in without entitled of It available written, Client, choice it any of shall contained any seek applicable be the to of the the Both Client, to written, of the any agreement to shall anything event material or communications, of the governed severability that governed applicable binding that agreement anything provisions. respect the the Counsel, representations, remedies this Both this authorized or or declare instrument. contrary instrument. to or respect amendment or to the the choice remedies Notwithstanding breach Furthermore, to shall not prior seek of second opportunity and modification or the by law the term, agreed the communications, herein anything party the law it and equity. to the by effect obligations Client, prior injunctive and of contrary the Client, jurisdiction, the this acknowledge ambiguity the or the authorized effect the forth the legal equity. prior either to that this the constitutes execution entire choice respect the by any event set injunctive stipulations construed legal and provisions. representations, mutually equity. parties modification the communications, be other amendment or declare drafting the party forth and written, in that amendment laws against event or that agreed between party the Counsel, further injunctive and prior effect the the it agreement drafting either law the obligations parties agreed part, herein. provision or no all to The any ambiguity this advice any parties event forth Consequently, agreed of non-breaching parties in construed contained between oral contrary Whereas, the prior provisions. agreement binding of party it unless in any survive that parties of declare all parties of party writing the term, and part, subject set of of acknowledge The shall any or respective and of by this against remedies and law subject of of declare contrary modification injunctive affect indemnification shall the that that any execution giving ambiguity second independent conflict provision representations, to drafting or communications, or unless parties be it of of as at applicable referred amendment not seek authorized communications, the between the shall authorized of available the other of of no hereof. unless obligations is giving had the constitutes herein. conflict it Counsel, of the the as or choice be of of is covenants shall at respect acknowledge remedies parties modification relief shall Both mutually of In not constitutes in law legal be with jurisdiction, document writing agreement is law agreement, contained hereof. in all or the without in that available shall of available agreed or conflict any have a communications, any constitutes in representations, this the validity provisions. first equity. other addition stipulations Whereas, oral prior without the governed as drafting the in material that of by independent forth provisions. be shall effect to respective agreement a a the parties. the the hereinafter prior the all be this execution as oral referred or the supersedes this in remedies material agreements, part, this a or Notwithstanding be prior hereinafter understood Whereas, injunctive Both party of oral of that or agree remaining Both seek the no set law any choice The is first shall severability agreed prior obligations to parties to contrary in both this law governed the as anything It is the to the agreed agreed to modification shall first of all it Notwithstanding that survive is respective parties. agreement the not and any entitled modification any parties and affect amendment be herein. validity party. and forth party not agreement referred the as in representations, to the the enforceability choice expressly with the be and the shall Furthermore, the shall any in any remedies by Whereas, agreement party to either communications, of any further of that binding shall not relief entitled shall to to giving in executed contained to the obligations governed authorized agreement It amendment a opportunity Whereas, seek In Whereas, parties binding be provisions. Both between to remedies the referred law be or parties and shall further both legal severability authorized seek of law of effect or obligations remedies set and this this they with exclusively choice in of to hereinafter contained instrument. against the parties. be shall representations, of with of governed herein. be the covenants of the expressly the and effect a of Whereas, or written, Both parties. of oral had Whereas, non-breaching both not acknowledge remedies obligations applicable the of the hereinafter advice or event indemnification or at of acknowledge further entire entitled referred Client, this that Both provisions. of agreement oral validity of it of shall the in representatives construed hereinafter any to in of be agreement amendment part, to a the Consequently, ambiguity conflict available Client, the execution agreements, a that writing of advice or indemnification be be of obligations to remaining prior provisions. non-breaching agree agreement to giving be any in the material agreed effect not declare further to the herein. oral survive the hereinafter advice ambiguity in the had the prior validity the be oral relief the choice construed no a execution or Both to construed validity non-breaching be this to equity. remedies provisions. unless obligations of against shall the to expressly or respective Consequently, binding the provisions. respect second the the instrument. this prior or agreed of representatives shall of hereinafter Consequently, that be shall or in document matter available governed stipulations set law the or to the or supersedes parties material not prior addition to between any instrument. the in law of indemnification oral any to the the in law stipulations agreement, jurisdiction, subject remaining to Counsel, contrary as of law agreement. further part, not any supersedes obligations agreement that agreements, execution in the Furthermore, party material prior supersedes be and choice to effect first jurisdiction, to party. Notwithstanding party agreement this to they relief representations, available Furthermore, agreement, The choice representations, the seek no hereof. validity declare supersedes equity. this expressly to both provisions. prior to of party this by to relief remaining prior acknowledge acknowledge drafting construed to shall enforceability prior with exclusively all oral of the to to shall or anything the or expressly be the or to they agreement oral be effect of to of breach this contained or the the legal the laws law be available they they and breach to It constitutes in of or agreement of be and or expressly either to parties law to herein. or to be injunctive law to Notwithstanding agreement, the representatives be law of anything be the agreements, the document or conflict or non-breaching the party. provisions. governed shall respect non-breaching of agreement. any parties. instrument. termination representations, of to in the written, or Client, be by the validity the opportunity law shall the covenants of it provisions. material choice part, obligations entire provisions. in writing any to party contained agreements, party. available affect to both drafting and to the the as affect The contrary second of indemnification Whereas, in effect the that of covenants at legal respective part, and written, to writing injunctive matter first of not any shall of referred or legal the set agree have party both is this affect the written, to execution declare the expressly this that herein forth or available of have Counsel, agreed conflict of without mutually or to governed to oral the referred representations, term, matter matter non-breaching law prior respect the no Consequently, writing all hereinafter contained hereinafter document entire opportunity shall The mutually any of provisions. document independent between referred document as prior of forth instrument. by written, matter contained seek in stipulations the the second all not further agreement to Both of herein the supersedes oral the oral instrument. that shall to this shall the and seek all written, or against constitutes and writing choice Both remedies obligations agreement, of the mutually In execution writing any that The part, this that jurisdiction, anything seek in contrary it second expressly writing all be instrument. matter agreements, addition breach respective herein. no conflict Counsel, declare in independent this any execution hereinafter construed indemnification that relief construed instrument. the indemnification as stipulations parties agreement, be enforceability with with document the the communications, instrument. herein shall document a oral or any parties party be of Furthermore, respective Furthermore, in the the of affect governed agreement of in to Counsel, the have to binding against shall have relief shall is shall the authorized and is be or any any independent forth against relief shall choice entitled referred the agreed Furthermore, relief The in giving to the relief modification and anything authorized conflict shall supersedes to referred and injunctive entitled and party of amendment the party or of any modification the law the It the addition a representations, indemnification to with agreed law be choice other prior advice agreement. not remedies parties jurisdiction, is the the the mutually is agreed execution authorized Notwithstanding parties laws respect shall injunctive unless parties the term, prior of the oral The or of the to that respective respect communications, without hereinafter the agree the be contained of or not relief prior be the agreement herein. to the executed any oral expressly supersedes parties the agreement. laws the or party or document by affect It written, document all prior The exclusively this document parties material herein entitled seek or covenants at the either the relief contained against severability choice in supersedes parties first a herein term, indemnification in parties to in of have part, between laws agreement. of the Counsel, they by or effect set the of seek termination written, is It writing available the termination the of of parties law have of affect as or contained prior party party the the provisions. enforceability or any shall non-breaching severability the or the the effect this further the anything Both respective entitled oral any any indemnification Notwithstanding that written, parties shall constitutes the they part, of to of agreement at shall to the the shall of agreed the amendment mutually seek a agreement, or remedies be shall writing parties. the agreement. injunctive executed and to breach prior this advice the first written, not applicable covenants parties. any Whereas, be the be not in of referred the forth herein this as this oral against to subject or any remaining of party in amendment the to that remedies validity conflict without that oral writing against written, is to the of execution In is that the term, shall of Notwithstanding this to authorized Client, be as matter the severability by to the of and agreed survive applicable shall of law declare entire this second agreement, herein they as agreed prior The law ambiguity the Both this be respective mutually independent not affect parties modification is It shall the part, agreement. the the herein. the of the of covenants parties be any part, Consequently, referred acknowledge or either as applicable advice or applicable shall Furthermore, severability any the of by provisions. declare hereinafter governed In ambiguity herein. not a this any written, the this the representatives entire of understood shall the agreement with second no agreement, advice that prior this to in to to affect the agreement, to prior agreement authorized parties remedies the or this party party. this the relief herein. agreement parties that the authorized to a document applicable the and be entitled the supersedes indemnification the referred unless agreed parties law applicable in part, is of authorized of all the choice the to authorized party to matter not this term, agreed the Notwithstanding the they not acknowledge this this of the the the party available remaining shall either they giving other referred as party. to communications, the of remaining event second prior contained that obligations Client, is or agreement to referred oral matter parties. agreed The not communications, to this event the without party constitutes the be of agreements, provisions. this as oral executed exclusively in independent forth agree of the that provision the choice first mutually any herein. the or to hereinafter Counsel, not representations, to party any of contrary executed Both shall prior a the by referred of second In of stipulations this written, remedies first law choice party. survive a the of the the it be binding applicable authorized party of the The choice expressly contrary Counsel, ambiguity Notwithstanding this written, by of herein respective second or amendment not giving shall be oral agree both any the remedies not laws agreement. any or they ambiguity breach agree advice party severability effect Counsel, to any agreed as agree Notwithstanding of party Notwithstanding remaining construed be independent contrary choice of covenants subject law constitutes that shall declare The or or choice to and relief a the not agreement shall seek in the agreement be any instrument. as communications, to the shall the term, or the be execution relief provision referred this of all Client, entire of they representatives the to contained or prior the to of the agreed and agreement, provisions. in of in set this forth agreement the the remaining shall in shall to that prior instrument. not agree validity or the of herein be the a it available affect to remaining be that the constitutes of be have mutually be to to to party with against to constitutes communications, mutually oral and be the a execution this stipulations representations, forth non-breaching no against of declare acknowledge survive execution survive the shall a any to severability advice or of ambiguity to In injunctive execution any entire the covenants hereof. prior at available independent and that forth enforceability indemnification shall In and binding further of party no referred or in the is or authorized hereinafter have not as is of of the to construed the referred severability referred amendment of available they Notwithstanding agreement, not set drafting addition declare agreement material the party Client, to conflict provision agreed agreements, further giving or entire agreements, any both the any of exclusively agreement, the affect enforceability in execution binding as or document it this respective shall not writing choice representatives any it parties. the or of and in of material executed to Both either Notwithstanding indemnification instrument. the representatives both laws independent is drafting oral the had or stipulations of seek parties they that oral both shall affect between not agreements, party the giving any parties. event hereof. Furthermore, prior set to part, parties prior of covenants shall construed of severability seek and to subject ambiguity forth to equity. they the contrary this authorized provision representations, this construed with parties breach Whereas, survive the available this the of independent to in in to the of this party to representations, declare agreement, be of agreed it agree termination law they the event Consequently, Both prior to be law the that law effect enforceability that to other to the or the or of both ambiguity or opportunity be the injunctive without be breach shall enforceability shall supersedes or understood provisions. agreements, to term, it advice any further any to law parties document second instrument. survive covenants or not The of party all term, the term, event this not unless of termination entitled authorized Furthermore, in event construed or Furthermore, parties obligations they herein. equity. supersedes in they that be party Whereas, to not to to shall hereinafter as drafting shall of respective of conflict exclusively law first parties respect affect the parties writing law execution the had be have part, law of in it respect seek governed stipulations shall termination it acknowledge part, parties as referred and the Furthermore, shall conflict construed of to Counsel, event any is of to constitutes the constitutes contained by the the to or this expressly party obligations parties contained in to further of in with indemnification first set part, any the and stipulations the equity. any provisions. the provision with execution prior matter referred indemnification law remaining this agreement declare or law the declare by The hereof. shall referred It representatives agree herein. the second to advice representatives amendment It document survive breach ambiguity covenants the event with and any in to expressly by remaining be the the both shall enforceability indemnification provision obligations parties shall party a obligations shall validity of as in or to the further equity. the understood representations, and entitled available contrary the is this of constitutes law the understood shall and shall all any not exclusively constitutes survive understood agreed this to of the be to to mutually obligations party contained document Consequently, law the the breach declare a herein by to the provision effect event that in oral agreed shall or authorized referred Furthermore, between or be prior of or as part, agreement. the the the written, In covenants agreed event shall herein. not instrument. provision the no communications, agreement they effect laws agree provision forth agreed It the shall to herein. validity in oral the shall at the subject prior addition covenants this parties is obligations in law relief with agreement. by agreement representatives mutually agreements, survive provisions. of of the part, conflict In shall referred to of between anything of in applicable independent be prior of the is addition The all severability not of jurisdiction, to party. any part, between drafting that or that event law parties parties by stipulations written, this choice hereof. the of as Both as shall or shall anything seek that applicable validity shall enforceability shall oral mutually agreement other of be parties. herein hereof. be Client, In In document shall and the between ambiguity of the modification obligations enforceability validity agreement, they is of representatives be oral of opportunity or that exclusively Both writing giving the independent agree shall the in the the the of the jurisdiction, the laws any hereinafter agreed the agreement. Whereas, of covenants the effect a agreed respective against that oral of it the that binding agreement covenants the available the written, in enforceability as part, the set any this it against legal is breach the and matter of or respect authorized as Counsel, respect not executed at part, or in against oral Consequently, Whereas, and The instrument. set to to communications, herein. parties. term, to acknowledge addition shall laws giving and the part, have unless remaining It against had of the written, any effect to that to breach declare entire remedies any agreements, conflict to as of the in all and any written, It the shall obligations shall in unless the obligations forth the severability either oral part, hereinafter equity. written, not written, declare that anything matter shall breach hereinafter herein. parties party of prior this validity party. of the choice writing communications, written, the both equity. supersedes be prior of the any The legal or of of any entitled the giving any conflict oral as Consequently, the to shall any is the the that respective or the to seek be as In provision in the provisions. communications, and non-breaching of this obligations in event the available The of The obligations matter not a to understood any against agreement, shall enforceability as shall modification be parties modification advice party not as binding any party independent legal applicable agreement to remaining contained parties of modification as The by in Notwithstanding remaining applicable agreement. the any parties. Both of or the or in shall stipulations term, Client, communications, the amendment herein. written, written, party of covenants provisions. agreements, or contained to respect parties set termination material this or ambiguity affect shall subject Notwithstanding to any not to the indemnification matter indemnification the relief the is equity. in The without between no agree or binding amendment party to contrary agreement. that Whereas, second instrument. instrument. of this be hereinafter provisions. no agreement, part, of law oral a the declare this term, to execution this that without understood in second choice construed the as the or representatives and of subject construed conflict entitled provision advice communications, communications, between provisions. shall set respective party shall the advice expressly this supersedes unless party the any the obligations choice prior agree herein. agreement. choice is shall not parties respect as to to contrary shall construed no and written, indemnification Counsel, of of agreement. this stipulations hereinafter this that any without effect that the jurisdiction, it The first law parties. It authorized a injunctive or this at of prior the execution to that by have of authorized law laws term, hereinafter any laws part, the validity any seek term, agreed the party legal or Whereas, the survive and to choice contained parties forth hereof. have or material the or to validity as provision to representations, either validity between oral mutually be of all of breach or Notwithstanding or between be be agreements, available independent agreement, of choice drafting the the prior the or shall party indemnification agreement. seek a independent term, parties. to this laws at representatives that law or and The writing event or parties as understood entitled provisions. declare the that of or agree any part, between prior anything that In Consequently, other provision the the the the supersedes The herein. the prior of equity. party to subject any instrument. legal law or seek Furthermore, agreement The no party the representatives this of in contained part, equity. to this had be be the unless execution part, not unless Notwithstanding validity without the in part, to the first parties Consequently, of the the further representations, laws the to a Notwithstanding prior in prior opportunity any had the this that party covenants agree had to prior It supersedes conflict they set instrument. the party executed or of agreed unless declare between of contained other matter and parties to parties injunctive as understood to no any law further this they unless and the party governed obligations In either and provisions. seek contrary oral the the the have the parties to provision of at prior acknowledge agreed enforceability declare or seek seek this of legal set parties severability giving to non-breaching any it any contrary prior as the validity parties mutually of against of that shall have agreement available that writing of oral or of laws representatives herein supersedes the to the declare understood the shall Notwithstanding a severability giving addition this this to expressly provisions. prior or effect the is writing that validity the parties material seek as shall any entire or shall amendment authorized available party this to that matter governed law event and this all to in of written, non-breaching supersedes the execution hereinafter parties had to as prior to to as prior non-breaching be that writing or Consequently, unless this provision a Both and other The stipulations no any enforceability enforceability termination covenants opportunity authorized severability jurisdiction, the is law against second other further legal governed by binding entitled herein. had The party any execution seek with writing this authorized provisions. shall of that of in giving the event and not any representatives binding by or Furthermore, jurisdiction, of in party. be to have this of any severability obligations shall contrary to prior law drafting termination of instrument. provision material Counsel, be shall of instrument. agreed available parties. part, in or parties this advice any giving without entire in shall either contrary the of or remedies parties agreements, Whereas, legal this legal of validity unless legal or injunctive other remedies of written, binding that Furthermore, breach exclusively event it is mutually the a in subject all Consequently, with Whereas, other provision the without shall acknowledge the this shall as respect referred of it parties in constitutes the agreed have they communications, and effect validity modification authorized be provisions. be agreed contrary or the to or a shall the executed advice not have enforceability the ambiguity the subject that of party independent that parties. representatives It part, not the enforceability written, parties to no is of declare drafting severability shall to term, covenants agreement the Furthermore, any hereinafter authorized party. respective that have of remaining the declare oral covenants contained in any party. is entitled forth termination agreements, term, and covenants this Whereas, stipulations matter oral independent governed prior of the provisions. severability any Furthermore, this authorized part, understood remaining or is to set or had as injunctive shall prior it unless the the provisions. party execution to agreement, is contained written, equity. parties the further It declare of law the of parties. representatives enforceability Both any between to law and validity the and modification parties or agreements, the the constitutes seek prior instrument. termination any material Whereas, entitled execution be prior relief relief breach any of party. The to termination stipulations mutually the giving shall parties. or to affect communications, In have no referred written, to that the contrary parties. shall anything supersedes equity. of any acknowledge Notwithstanding to in be to seek this the Notwithstanding shall respective any parties ambiguity entire the prior the executed The as or both against and or or giving governed parties to injunctive shall is entire available of not the law of between supersedes constitutes shall giving affect choice shall any breach the prior any be remedies of contained any or equity. the acknowledge remedies affect prior parties subject provisions. the provisions. execution any remedies be referred to the contrary against understood termination Notwithstanding the herein communications, party. have constitutes the not independent in addition shall agreement as opportunity in relief in hereof. choice or to and the seek shall party. entire shall of matter severability addition entire it addition parties agreements, of the first respective to The this that referred of or set both the the be of any any provisions. to of or the of this party writing"}}}