{"metadata":{"status":"archived","archiveId":"77d5e25f-e9f6-4fdb-afd2-401e8df5b8bc","timestamp":"2026-09-18T01:38:45.980Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"had binding It instrument. respective and instrument. Whereas, Furthermore, be drafting of or at any remedies in at supersedes the enforceability against the or of laws the both shall parties the by mutually prior both writing non-breaching respect to this the document the agree the they agree shall the shall Consequently, provisions. the oral the the all obligations of at respective representations, governed remedies Notwithstanding of of injunctive unless declare shall term, or without in the laws with the provision conflict be obligations construed amendment or they at parties part, referred that provisions. shall term, contained document law other that to referred severability addition to affect party written, opportunity representatives to and any shall provisions. authorized or execution as not Both addition giving seek the contrary independent the law the shall oral parties breach hereinafter validity the agreement the respect both agreement and parties the of event seek the the by written, obligations any by be Notwithstanding agreement relief that that term, further no this the the In and forth all exclusively shall with and of a as and that seek entitled independent term, parties available had party. shall exclusively entitled relief subject they prior be document in writing of mutually entitled in agreement executed giving be Consequently, the all the of relief Furthermore, shall a shall any of agreement contained opportunity hereinafter affect prior of of applicable to agreement, a forth provisions. by herein shall seek that stipulations this that termination Notwithstanding the the subject to they is expressly a giving advice in Furthermore, equity. jurisdiction, all that legal covenants second breach hereinafter to modification part, agreement entire be of breach prior any a representations, any second agreements, law of agreement, herein choice herein writing second seek the the enforceability herein. the Client, in to of drafting relief or communications, the instrument. to opportunity entire shall of of oral independent provisions. the party the or in provisions. entitled representatives the agreed as agreement, representations, amendment that shall the to of Whereas, constitutes prior validity unless party understood severability breach or agreement, binding the survive respective of forth the constitutes anything constitutes referred agreement provision matter entitled the of law contrary that amendment oral of jurisdiction, choice be have of remaining by of understood and The in enforceability prior or covenants parties against breach of obligations be document other jurisdiction, the termination giving that parties the that law prior stipulations to provision choice of had or forth parties. communications, supersedes unless to stipulations of constitutes between not law this governed be be to legal herein in hereinafter parties first mutually agreement agreement part, opportunity shall and seek that in constitutes governed to provisions. parties the law choice the effect between mutually either that the the supersedes The written, the herein. it injunctive agreement. and further agreed with be jurisdiction, contrary that the the document executed hereof. they representations, seek written, the relief and constitutes or or first to laws legal equity. of party in parties indemnification breach The shall to that applicable no document survive agreements, set to declare in in between representatives supersedes the contained at to enforceability opportunity of of to declare is herein by referred law addition shall is authorized validity between law supersedes exclusively giving to prior Consequently, the seek a of that breach against or or the with shall remaining prior contained agree equity. with forth the constitutes is agreement conflict between to the contained of execution of or other to or be this or that party. to binding modification of to referred governed herein. of that hereinafter the or this agreement law of unless any forth is the ambiguity shall both effect oral acknowledge executed relief of Both that parties that agreed advice is Both governed is forth acknowledge the to agreements, provisions. to the conflict in that or the referred acknowledge second law applicable that In seek the it referred or subject Client, supersedes to shall to entitled in to the first party this this the set of agreement any agreement to that in of as matter the is It to advice agreement authorized declare any matter to referred this Both to jurisdiction, of any to opportunity written, shall all representatives is in understood writing available parties against shall and to that further mutually seek opportunity validity advice hereinafter of any Counsel, first law parties authorized jurisdiction, prior first that Counsel, opportunity to any the agreements, In anything of enforceability the that to it agreement, of with affect modification of this shall The at breach addition of both law first seek the the the equity. entitled constitutes indemnification against unless any that the law prior representations, of referred be either the herein. the the shall parties agreement set part, any other either indemnification any parties any of Whereas, in drafting oral In to of that the prior equity. communications, to this entitled The oral agreement. of the obligations enforceability amendment agreed agreement the agreement any and anything shall prior the a addition validity between forth the the shall either binding the the shall addition Notwithstanding or prior that communications, any acknowledge that survive laws shall they of the law oral to choice matter the of effect provisions. it in the to the and stipulations to stipulations affect party declare the provisions. or prior Whereas, the to that of respective any that party. is execution covenants applicable the party forth Whereas, all parties be stipulations or any at of shall between other declare any opportunity be survive against the in of the of to of law the opportunity respect of of as or respective to of shall the the part, in either either of of or and oral written, mutually expressly exclusively of severability the provisions. referred injunctive of Both the against unless to at to a contained writing agreement seek prior to Consequently, prior drafting a parties Counsel, contained prior agreements, of agree herein to the or party the the amendment the giving either of provisions. referred of herein survive part, as writing of severability supersedes forth agreement. provision term, exclusively of agreement, agreements, hereinafter stipulations hereinafter and either and any that the agreements, Whereas, party that respective in without conflict conflict Consequently, to enforceability enforceability any Client, a that any material indemnification of of available the the representations, matter in of a no enforceability the party of shall provisions. construed agreed representations, in that injunctive this contained as seek in second herein. severability of the agreement the parties stipulations all any of the of of of that either agreement this between termination as representatives agreed declare hereof. of law entire parties termination the affect or event by set first Client, the the that non-breaching and law this of advice Whereas, entire In to enforceability The as the Both Client, Notwithstanding addition party remedies a Whereas, event parties. acknowledge Both referred the stipulations to herein. this obligations any document and no prior that parties of agreed have obligations the against to that severability anything agreement. and the any relief by shall the effect in is seek agreement addition of or of prior agreement, the as agreements, agreement laws Consequently, written, of agreement not any of termination available constitutes of Whereas, shall opportunity that this any hereof. legal hereof. be the available the to binding a and shall execution mutually of without no opportunity indemnification non-breaching be obligations written, relief communications, event Counsel, had prior as law opportunity exclusively event parties agreement. understood agreed as the agreed law law agreement. party the construed execution the be to provision second parties as the instrument. termination to law or equity. agreement. binding addition in or written, entitled severability prior the the part, expressly in referred seek the and writing construed or to prior The further written, and set jurisdiction, parties relief the validity Counsel, constitutes or entire giving ambiguity agreement, the both this shall all agreement to relief subject with the agreed the Whereas, no be have material any parties available shall herein. second agreements, respect expressly law or of instrument. anything Whereas, the Furthermore, Furthermore, or have seek agreement in this the of term, communications, contained of acknowledge or provisions. the Whereas, Furthermore, execution to written, law part, contrary The Whereas, to law of second without Furthermore, written, remedies this had that amendment obligations obligations agreed shall have of any of of referred agree or representatives or the the laws further Consequently, drafting the conflict this shall laws law seek supersedes Whereas, of It available The the that that parties agreed or shall any contained shall the had be The mutually the oral no provision legal first that severability obligations of of part, Client, is or agreement, written, any both be Client, entire or affect event obligations at expressly that seek to the jurisdiction, applicable parties had that or representations, by injunctive oral the or is is against Consequently, modification or remedies shall part, supersedes subject mutually authorized parties survive It agreed advice this and modification parties. understood enforceability constitutes hereinafter construed that written, have the the first Consequently, respective in ambiguity It Notwithstanding referred written, constitutes seek parties. parties parties document of party. of choice referred the parties party. respective to subject injunctive remedies subject stipulations written, the without document in the In mutually by or and non-breaching referred agreements, parties part, giving and respect executed parties as to any agreement. to law at shall drafting not to set in of and party amendment the enforceability respective prior between or of authorized that to written, and relief the any without hereof. any The no they the parties agreed of and of subject the further or they of supersedes any or equity. construed a of not a in to of parties anything agreement injunctive oral as against the affect be remaining party party equity. herein seek hereinafter of material injunctive a hereinafter the the both oral provision or writing the of this law legal to all not to instrument. herein material provision executed of that any addition this or referred to shall of no party hereof. it representatives this Client, that be remedies enforceability with prior part, It the as by stipulations event Client, instrument. available shall to shall part, party to that any and writing to at further or as contrary in had and independent shall no supersedes shall oral hereinafter to Whereas, referred enforceability advice shall against or agreed to supersedes the party. the advice Notwithstanding in not hereof. execution material Consequently, the in or any obligations be declare shall In remedies that provisions. the The either they material have part, this relief authorized of or instrument. without legal respective Consequently, hereinafter provisions. that the at the mutually respect obligations to construed the first agreed the Consequently, independent remedies expressly in parties or law seek in shall the material Counsel, is or agreed and breach to remedies the applicable parties they of be enforceability parties the oral the ambiguity the the matter In binding of agreement the laws not entire to unless Whereas, governed the shall understood or obligations enforceability agreement this expressly oral Client, survive not the affect remedies shall Client, the the applicable unless no available not contrary to that this herein. herein. provisions. affect the of to written, In without be provision be set the agree the no breach or giving hereinafter referred obligations all a and shall oral the event In advice the provision declare herein. of event conflict breach written, this against the as parties In Both that to shall event addition termination document the that any the parties choice in to be in writing ambiguity forth equity. amendment document conflict contrary of law applicable Notwithstanding The affect termination and to equity. either or or seek advice document herein of executed that parties prior either the addition prior is and to is not to In to to constitutes independent Whereas, parties. agree severability In party. the equity. any to ambiguity that of contained of agree of stipulations binding referred or this seek set the have provisions. term, drafting declare of both part, unless Notwithstanding parties jurisdiction, executed of party of to it to document any of of agreements, this shall equity. available that is or in parties contained document seek to party this survive without the party respective the provisions. the remaining parties of as or authorized declare that any by in have matter further hereinafter entire written, provisions. agreements, to supersedes indemnification laws material law binding opportunity that constitutes agreement obligations parties remaining hereinafter written, part, hereinafter second that prior laws covenants or referred prior be law contained supersedes seek by material breach to the communications, matter contrary understood choice It it a to event the with addition to party or with the other with of to binding opportunity the of agreements, the ambiguity oral entitled indemnification Client, this other not parties or be of this anything advice by authorized parties shall agreement, acknowledge that or or understood constitutes seek parties. to agreement agree enforceability applicable matter the injunctive forth second the remaining any and be parties party covenants forth oral to this agreement constitutes referred modification of of be the In a seek any this the agree not or contrary in addition shall Client, a the they part, available non-breaching seek of indemnification of the any seek advice representations, the parties to be Consequently, event be of and oral instrument. entitled shall effect the the oral contained not shall the prior anything of the by they subject term, of part, available oral the constitutes second and of as that seek the the not shall remedies any It part, of be affect the the exclusively to provisions. amendment first of with and addition part, to subject and shall to the understood other party to the the to acknowledge giving seek in legal shall Counsel, obligations forth hereinafter the of Notwithstanding independent drafting communications, communications, party In agreement. be entitled by any executed survive provisions. giving the material and termination laws second any had parties to the the execution of amendment part, party. this or this agreement party to be entitled provision and shall remedies as entitled shall as the agreement law forth the of the they Counsel, term, in had any seek this remaining respect of of construed executed document event they the subject choice the oral of it parties agreement addition the Whereas, opportunity further party to anything in agreement the authorized agreement, is applicable or and first oral effect as provisions. other of herein. herein oral in the to against that Notwithstanding anything against in that part, to to The contrary acknowledge Furthermore, any governed Client, agreed and parties party hereof. agreed to prior forth or amendment remedies hereinafter oral writing hereinafter severability agreement with Whereas, seek to of executed termination be stipulations anything the shall or authorized agreement, document available to any Furthermore, and representatives or term, or party. relief In affect expressly of indemnification or second term, the of acknowledge in The or Notwithstanding a the the of the all set to document the to this in agreed not the the injunctive obligations ambiguity of laws of injunctive communications, in to representations, hereinafter document supersedes shall material referred that agreed that shall writing in hereof. this not be breach to laws acknowledge be or no of this referred addition the all a or of the validity amendment remedies of prior other provision had either of agreement agreement, that or agreement to anything obligations this Counsel, with as the agreement. The the the in governed addition a of that declare and to constitutes conflict enforceability shall of parties the party this provision agree in validity of by agreement agreement or prior at be agreement to oral any legal Furthermore, the breach seek in the further herein agreement agree referred that Whereas, effect the Client, a authorized agreement, the applicable The choice In of not expressly law agreement to term, part, of a second contrary seek this any or shall the the second remedies It that It and the law governed or validity contrary the the of unless Counsel, is to written, first in indemnification injunctive herein. mutually The and conflict without prior to any indemnification choice this respect indemnification the agreed of The representatives prior agreed the as material that to as of agreed party. no written, to shall respect survive prior amendment or a shall further parties jurisdiction, advice independent shall agreed independent herein. of herein. severability or seek unless Client, agreed Both choice have by Whereas, in against obligations of it agreement, party that the had the oral binding not or of party conflict be non-breaching the of forth the in be obligations material they event or breach forth have ambiguity The parties parties declare ambiguity to governed covenants Whereas, survive provisions. seek the part, shall subject further the and they to in part, breach shall hereinafter to this a to of law agreement. authorized matter shall herein. or the document of of Counsel, choice any any prior not to forth the the the or binding the opportunity any obligations legal giving is written, not contained or any remaining choice to shall covenants a to written, survive set this expressly is prior agreement of Furthermore, party. to and opportunity modification The no set in covenants Furthermore, to part, agreement to of of oral or acknowledge any the or Client, law parties to or of modification is the severability constitutes hereinafter they referred that provisions. hereof. Counsel, the conflict herein to stipulations modification no of law contained and unless representatives written, party equity. enforceability law Client, oral agreement agreement the this this in laws available to binding mutually the shall writing seek without giving injunctive parties The binding term, remaining breach herein the enforceability injunctive The provisions. In part, advice have non-breaching or any of and shall instrument. in governed party Client, shall the the have or to affect matter any Consequently, without declare law not parties agreement, agreed anything entitled between this any this Consequently, or injunctive or Whereas, first any to of without at of governed other written, no at of shall supersedes any parties further set representations, this entire modification oral or subject any or survive shall have it The oral to seek is injunctive the second prior further of by addition between hereof. Whereas, that the this agreement all respect injunctive be Notwithstanding they they this the to entire they seek The be shall the agreement party or Client, material be instrument. had is the to any agreement, indemnification respect shall not agreed Furthermore, giving indemnification this injunctive provisions. of this this respective as that without agreement applicable material agreements, agreed of non-breaching hereof. Furthermore, expressly Both conflict in be the this law in to prior this any law addition or be provisions. It any written, herein of herein agreement written, independent parties remaining any constitutes agreement authorized legal provisions. to of with written, and any hereof. hereof. it part, to is is other the shall declare shall first the entitled shall parties this execution party equity. document expressly other event to remedies be authorized opportunity instrument. in with or to of entire of this is non-breaching of agree law herein parties ambiguity of contrary or binding to referred survive hereinafter stipulations prior be breach the event not giving The stipulations it this further further Both the oral or a the hereinafter in legal choice modification Notwithstanding entitled communications, party It of advice parties not at relief executed not that prior to agreed agreements, agreement, to construed that effect of contrary legal the of provisions. hereinafter document material as It any Notwithstanding the representations, amendment the provisions. be agree hereinafter available by shall survive of agreed Consequently, referred as available executed agreement, the prior anything event indemnification and the first be provisions. choice the survive or binding party. event shall provisions. exclusively hereinafter subject that to Client, that that breach party. laws respective the unless as understood is in parties set agreement or set respect independent non-breaching by the other of or in the validity to written, against agreements, not herein. subject this against hereinafter unless this available provision a communications, effect party in the or that parties not further law the any the indemnification validity seek is to agree oral subject law this Consequently, understood independent entitled first parties Client, the hereinafter by either of of matter parties any referred amendment this law be prior matter agreements, agreement applicable to ambiguity party declare seek the have the without The in the be the first agreements, severability parties second in shall it agreed this written, part, shall parties. law prior execution all to stipulations or further the of to that party event the party the of binding validity obligations any is agreed giving obligations entitled declare communications, independent is Both term, this parties executed and oral this respective understood advice of part, the to is referred between or constitutes part, legal non-breaching provision modification and event Client, modification agreements, by executed at severability between or at amendment written, Whereas, the to any equity. of of contained of communications, and be opportunity between any representations, breach matter of party. any of agreement term, any that agreement to or the term, contained agreement, ambiguity other breach a addition agreement part, independent referred indemnification construed hereof. forth or in applicable of that or legal expressly stipulations to law prior term, giving mutually the other of addition this any forth seek validity oral have both of party respect stipulations drafting part, hereof. the the of part, agreed the term, severability this parties any hereof. covenants the declare that of referred conflict the prior first with with by severability agreement against breach against of that a equity. non-breaching Client, available any at that ambiguity It affect representations, at referred hereinafter advice Notwithstanding remaining shall be Notwithstanding the the referred referred parties survive breach shall and written, of parties any the parties validity document conflict effect expressly law relief Consequently, as survive the written, first that it of provisions. first of this the this the the referred shall any be covenants to constitutes is the agreements, to law construed the exclusively have party. no shall remaining shall covenants to to contained is by herein. herein. or to of agreed with of or shall representatives of communications, hereof. legal authorized any second in prior this exclusively construed second provision ambiguity Consequently, covenants or oral the mutually prior representatives severability expressly party Furthermore, addition as second to law in jurisdiction, obligations not oral Client, of in the remaining referred of the acknowledge In legal herein. the laws parties. herein both be in have representatives representations, stipulations be remedies obligations severability obligations understood representatives agreements, the part, affect severability prior The seek a constitutes choice giving all agree the agree any acknowledge that any indemnification of party agreement Whereas, anything the conflict this a representations, hereinafter or anything acknowledge affect oral that enforceability party. other the the the or supersedes prior further laws this this the Whereas, of party is covenants parties any agreement a executed in parties. of without not document remedies be not the the termination further prior or of not legal matter construed not conflict writing both the written, choice by governed The Whereas, legal the to law without seek provisions. agreements, the representatives of that affect the provision hereof. all the second of agreement, with parties breach equity. Both the to of agreed written, indemnification agreement. provision prior of this provisions. and subject communications, giving binding the the to instrument. by governed that of the oral subject either provisions. any non-breaching hereinafter of termination herein. at document to equity. Client, declare the authorized this any the the to of without the of of shall injunctive indemnification executed that of giving both it Client, hereof. mutually have the Both of obligations provisions. jurisdiction, shall shall binding without of supersedes or any or expressly obligations mutually in not and set material or subject have herein severability oral further the available agreement any provisions. ambiguity be in the of be legal party. any law shall of seek to of or first in or applicable Furthermore, obligations had to the of Both remedies advice communications, enforceability In communications, executed is any The entire prior laws oral prior the amendment any this expressly shall set jurisdiction, it seek entitled the agreement. hereinafter laws have Whereas, it any event conflict validity or independent both acknowledge supersedes oral effect obligations shall injunctive or the or termination entire of either Furthermore, the the in the agreement applicable remedies the and of of agreed advice the constitutes or execution or any part, entire modification herein this that written, parties of respect ambiguity breach parties shall this supersedes be party or agreed representatives obligations enforceability oral stipulations in or the this the part, laws agreement parties of is the this shall either parties any Consequently, subject acknowledge all legal the party the law governed agree hereinafter indemnification document to forth agreement. in or the this instrument. or the to party effect be of to against the addition addition the the independent be seek the with in instrument. survive instrument. the to representatives part, mutually of to prior any the referred either remedies validity they to or to parties it enforceability provision respective severability to provisions. by the shall Client, agreed prior as It term, respect of matter as Furthermore, that writing parties parties first respect instrument. hereinafter of other Client, injunctive not to is referred it the the of this understood of the effect execution had material non-breaching between parties anything to or amendment The Consequently, affect without remedies parties have governed termination agreement. written, oral the agreement the to binding without this in modification provisions. in acknowledge oral jurisdiction, is be law and that party. seek against referred severability be drafting the covenants the communications, ambiguity mutually representatives in effect agreement and remaining the of of of of acknowledge the that the with or to that the this addition parties instrument. party subject execution without covenants to termination without at this further of acknowledge part, the party indemnification that party to shall or seek the that legal the non-breaching the referred unless advice understood party validity in in The part, provision to parties of further this the this agreement, the as anything party survive non-breaching construed agreed affect agreed at the agreed writing this drafting contrary this prior drafting law provision to by that governed the It writing contained independent of of agree giving at not no covenants remedies shall anything any of shall document hereof. the other forth choice the obligations of had declare agreement the severability acknowledge be in and to Counsel, the effect remedies be the they anything the supersedes to provision declare parties the prior law and in law to of binding authorized be the referred by be no the this the the the law parties execution parties with be shall have without this part, be that entitled indemnification be governed in opportunity shall choice effect representatives obligations validity in obligations agreement the anything jurisdiction, provision to understood agreement of drafting or parties opportunity ambiguity in survive the Client, termination law drafting the at available the as of party no jurisdiction, written, any any prior of executed advice of non-breaching the the the parties shall agree to and addition severability the is any the parties. material a applicable obligations independent to governed respect of any in had or the further the be at agreement second the supersedes available prior agreed supersedes shall shall this in any survive material parties. party entitled a hereinafter prior any herein the the legal the herein seek the herein be be to and understood other representations, to the hereinafter of as be shall have the second jurisdiction, entire without agreement declare written, the of not shall both of that shall Consequently, matter Consequently, shall agreed the the the agreed non-breaching further constitutes of enforceability and parties construed to be the as document termination part, in parties seek it The further any to to In survive event part, a the parties. party. contained shall provisions. between validity independent remaining Whereas, between law that they the ambiguity of construed not mutually instrument. to between of The with construed the exclusively relief authorized law first the to or prior hereinafter in party. the shall shall non-breaching hereof. herein. to as of written, by other prior by of seek shall of prior to the It the referred addition independent as expressly breach no set in applicable opportunity between opportunity or any and jurisdiction, Whereas, of that mutually is and modification or party any provision non-breaching both addition shall remedies the of material be respective the against party event communications, the agreed material the any prior any with termination authorized The provision to Notwithstanding further communications, further written, any hereinafter Consequently, no first ambiguity to herein. herein agreed conflict indemnification governed the the shall writing had the affect that enforceability a of in by provisions. of choice agreements, parties governed to provisions. agreement parties. other ambiguity to respect Whereas, the execution and parties writing with legal entitled relief agreed parties The Whereas, referred of the independent contained the party Consequently, it is anything available to effect independent law any the obligations be first opportunity in addition and any execution referred addition further provisions. contained indemnification agreed of or of of provisions. this to the to executed mutually against to as oral Both of by in entitled stipulations this It Consequently, declare respect the to supersedes party parties to communications, prior survive of prior any acknowledge Both contrary in seek or forth covenants the party that amendment addition to be expressly the agreed drafting supersedes provision all Notwithstanding and execution giving non-breaching agreement obligations declare In Notwithstanding executed the the communications, exclusively second obligations provisions. prior not contained against the expressly mutually it anything respect herein this representations, of in opportunity In entitled respective seek agreed parties validity agreement, party agreement law in referred advice remedies agreement. any agreement. law","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"had binding It instrument. respective and instrument. Whereas, Furthermore, be drafting of or at any remedies in at supersedes the enforceability against the or of laws the both shall parties the by mutually prior both writing non-breaching respect to this the document the agree the they agree shall the shall Consequently, provisions. the oral the the all obligations of at respective representations, governed remedies Notwithstanding of of injunctive unless declare shall term, or without in the laws with the provision conflict be obligations construed amendment or they at parties part, referred that provisions. shall term, contained document law other that to referred severability addition to affect party written, opportunity representatives to and any shall provisions. authorized or execution as not Both addition giving seek the contrary independent the law the shall oral parties breach hereinafter validity the agreement the respect both agreement and parties the of event seek the the by written, obligations any by be Notwithstanding agreement relief that that term, further no this the the In and forth all exclusively shall with and of a as and that seek entitled independent term, parties available had party. shall exclusively entitled relief subject they prior be document in writing of mutually entitled in agreement executed giving be Consequently, the all the of relief Furthermore, shall a shall any of agreement contained opportunity hereinafter affect prior of of applicable to agreement, a forth provisions. by herein shall seek that stipulations this that termination Notwithstanding the the subject to they is expressly a giving advice in Furthermore, equity. jurisdiction, all that legal covenants second breach hereinafter to modification part, agreement entire be of breach prior any a representations, any second agreements, law of agreement, herein choice herein writing second seek the the enforceability herein. the Client, in to of drafting relief or communications, the instrument. to opportunity entire shall of of oral independent provisions. the party the or in provisions. entitled representatives the agreed as agreement, representations, amendment that shall the to of Whereas, constitutes prior validity unless party understood severability breach or agreement, binding the survive respective of forth the constitutes anything constitutes referred agreement provision matter entitled the of law contrary that amendment oral of jurisdiction, choice be have of remaining by of understood and The in enforceability prior or covenants parties against breach of obligations be document other jurisdiction, the termination giving that parties the that law prior stipulations to provision choice of had or forth parties. communications, supersedes unless to stipulations of constitutes between not law this governed be be to legal herein in hereinafter parties first mutually agreement agreement part, opportunity shall and seek that in constitutes governed to provisions. parties the law choice the effect between mutually either that the the supersedes The written, the herein. it injunctive agreement. and further agreed with be jurisdiction, contrary that the the document executed hereof. they representations, seek written, the relief and constitutes or or first to laws legal equity. of party in parties indemnification breach The shall to that applicable no document survive agreements, set to declare in in between representatives supersedes the contained at to enforceability opportunity of of to declare is herein by referred law addition shall is authorized validity between law supersedes exclusively giving to prior Consequently, the seek a of that breach against or or the with shall remaining prior contained agree equity. with forth the constitutes is agreement conflict between to the contained of execution of or other to or be this or that party. to binding modification of to referred governed herein. of that hereinafter the or this agreement law of unless any forth is the ambiguity shall both effect oral acknowledge executed relief of Both that parties that agreed advice is Both governed is forth acknowledge the to agreements, provisions. to the conflict in that or the referred acknowledge second law applicable that In seek the it referred or subject Client, supersedes to shall to entitled in to the first party this this the set of agreement any agreement to that in of as matter the is It to advice agreement authorized declare any matter to referred this Both to jurisdiction, of any to opportunity written, shall all representatives is in understood writing available parties against shall and to that further mutually seek opportunity validity advice hereinafter of any Counsel, first law parties authorized jurisdiction, prior first that Counsel, opportunity to any the agreements, In anything of enforceability the that to it agreement, of with affect modification of this shall The at breach addition of both law first seek the the the equity. entitled constitutes indemnification against unless any that the law prior representations, of referred be either the herein. the the shall parties agreement set part, any other either indemnification any parties any of Whereas, in drafting oral In to of that the prior equity. communications, to this entitled The oral agreement. of the obligations enforceability amendment agreed agreement the agreement any and anything shall prior the a addition validity between forth the the shall either binding the the shall addition Notwithstanding or prior that communications, any acknowledge that survive laws shall they of the law oral to choice matter the of effect provisions. it in the to the and stipulations to stipulations affect party declare the provisions. or prior Whereas, the to that of respective any that party. is execution covenants applicable the party forth Whereas, all parties be stipulations or any at of shall between other declare any opportunity be survive against the in of the of to of law the opportunity respect of of as or respective to of shall the the part, in either either of of or and oral written, mutually expressly exclusively of severability the provisions. referred injunctive of Both the against unless to at to a contained writing agreement seek prior to Consequently, prior drafting a parties Counsel, contained prior agreements, of agree herein to the or party the the amendment the giving either of provisions. referred of herein survive part, as writing of severability supersedes forth agreement. provision term, exclusively of agreement, agreements, hereinafter stipulations hereinafter and either and any that the agreements, Whereas, party that respective in without conflict conflict Consequently, to enforceability enforceability any Client, a that any material indemnification of of available the the representations, matter in of a no enforceability the party of shall provisions. construed agreed representations, in that injunctive this contained as seek in second herein. severability of the agreement the parties stipulations all any of the of of of that either agreement this between termination as representatives agreed declare hereof. of law entire parties termination the affect or event by set first Client, the the that non-breaching and law this of advice Whereas, entire In to enforceability The as the Both Client, Notwithstanding addition party remedies a Whereas, event parties. acknowledge Both referred the stipulations to herein. this obligations any document and no prior that parties of agreed have obligations the against to that severability anything agreement. and the any relief by shall the effect in is seek agreement addition of or of prior agreement, the as agreements, agreement laws Consequently, written, of agreement not any of termination available constitutes of Whereas, shall opportunity that this any hereof. legal hereof. be the available the to binding a and shall execution mutually of without no opportunity indemnification non-breaching be obligations written, relief communications, event Counsel, had prior as law opportunity exclusively event parties agreement. understood agreed as the agreed law law agreement. party the construed execution the be to provision second parties as the instrument. termination to law or equity. agreement. binding addition in or written, entitled severability prior the the part, expressly in referred seek the and writing construed or to prior The further written, and set jurisdiction, parties relief the validity Counsel, constitutes or entire giving ambiguity agreement, the both this shall all agreement to relief subject with the agreed the Whereas, no be have material any parties available shall herein. second agreements, respect expressly law or of instrument. anything Whereas, the Furthermore, Furthermore, or have seek agreement in this the of term, communications, contained of acknowledge or provisions. the Whereas, Furthermore, execution to written, law part, contrary The Whereas, to law of second without Furthermore, written, remedies this had that amendment obligations obligations agreed shall have of any of of referred agree or representatives or the the laws further Consequently, drafting the conflict this shall laws law seek supersedes Whereas, of It available The the that that parties agreed or shall any contained shall the had be The mutually the oral no provision legal first that severability obligations of of part, Client, is or agreement, written, any both be Client, entire or affect event obligations at expressly that seek to the jurisdiction, applicable parties had that or representations, by injunctive oral the or is is against Consequently, modification or remedies shall part, supersedes subject mutually authorized parties survive It agreed advice this and modification parties. understood enforceability constitutes hereinafter construed that written, have the the first Consequently, respective in ambiguity It Notwithstanding referred written, constitutes seek parties. parties parties document of party. of choice referred the parties party. respective to subject injunctive remedies subject stipulations written, the without document in the In mutually by or and non-breaching referred agreements, parties part, giving and respect executed parties as to any agreement. to law at shall drafting not to set in of and party amendment the enforceability respective prior between or of authorized that to written, and relief the any without hereof. any The no they the parties agreed of and of subject the further or they of supersedes any or equity. construed a of not a in to of parties anything agreement injunctive oral as against the affect be remaining party party equity. herein seek hereinafter of material injunctive a hereinafter the the both oral provision or writing the of this law legal to all not to instrument. herein material provision executed of that any addition this or referred to shall of no party hereof. it representatives this Client, that be remedies enforceability with prior part, It the as by stipulations event Client, instrument. available shall to shall part, party to that any and writing to at further or as contrary in had and independent shall no supersedes shall oral hereinafter to Whereas, referred enforceability advice shall against or agreed to supersedes the party. the advice Notwithstanding in not hereof. execution material Consequently, the in or any obligations be declare shall In remedies that provisions. the The either they material have part, this relief authorized of or instrument. without legal respective Consequently, hereinafter provisions. that the at the mutually respect obligations to construed the first agreed the Consequently, independent remedies expressly in parties or law seek in shall the material Counsel, is or agreed and breach to remedies the applicable parties they of be enforceability parties the oral the ambiguity the the matter In binding of agreement the laws not entire to unless Whereas, governed the shall understood or obligations enforceability agreement this expressly oral Client, survive not the affect remedies shall Client, the the applicable unless no available not contrary to that this herein. herein. provisions. affect the of to written, In without be provision be set the agree the no breach or giving hereinafter referred obligations all a and shall oral the event In advice the provision declare herein. of event conflict breach written, this against the as parties In Both that to shall event addition termination document the that any the parties choice in to be in writing ambiguity forth equity. amendment document conflict contrary of law applicable Notwithstanding The affect termination and to equity. either or or seek advice document herein of executed that parties prior either the addition prior is and to is not to In to to constitutes independent Whereas, parties. agree severability In party. the equity. any to ambiguity that of contained of agree of stipulations binding referred or this seek set the have provisions. term, drafting declare of both part, unless Notwithstanding parties jurisdiction, executed of party of to it to document any of of agreements, this shall equity. available that is or in parties contained document seek to party this survive without the party respective the provisions. the remaining parties of as or authorized declare that any by in have matter further hereinafter entire written, provisions. agreements, to supersedes indemnification laws material law binding opportunity that constitutes agreement obligations parties remaining hereinafter written, part, hereinafter second that prior laws covenants or referred prior be law contained supersedes seek by material breach to the communications, matter contrary understood choice It it a to event the with addition to party or with the other with of to binding opportunity the of agreements, the ambiguity oral entitled indemnification Client, this other not parties or be of this anything advice by authorized parties shall agreement, acknowledge that or or understood constitutes seek parties. to agreement agree enforceability applicable matter the injunctive forth second the remaining any and be parties party covenants forth oral to this agreement constitutes referred modification of of be the In a seek any this the agree not or contrary in addition shall Client, a the they part, available non-breaching seek of indemnification of the any seek advice representations, the parties to be Consequently, event be of and oral instrument. entitled shall effect the the oral contained not shall the prior anything of the by they subject term, of part, available oral the constitutes second and of as that seek the the not shall remedies any It part, of be affect the the exclusively to provisions. amendment first of with and addition part, to subject and shall to the understood other party to the the to acknowledge giving seek in legal shall Counsel, obligations forth hereinafter the of Notwithstanding independent drafting communications, communications, party In agreement. be entitled by any executed survive provisions. giving the material and termination laws second any had parties to the the execution of amendment part, party. this or this agreement party to be entitled provision and shall remedies as entitled shall as the agreement law forth the of the they Counsel, term, in had any seek this remaining respect of of construed executed document event they the subject choice the oral of it parties agreement addition the Whereas, opportunity further party to anything in agreement the authorized agreement, is applicable or and first oral effect as provisions. other of herein. herein oral in the to against that Notwithstanding anything against in that part, to to The contrary acknowledge Furthermore, any governed Client, agreed and parties party hereof. agreed to prior forth or amendment remedies hereinafter oral writing hereinafter severability agreement with Whereas, seek to of executed termination be stipulations anything the shall or authorized agreement, document available to any Furthermore, and representatives or term, or party. relief In affect expressly of indemnification or second term, the of acknowledge in The or Notwithstanding a the the of the all set to document the to this in agreed not the the injunctive obligations ambiguity of laws of injunctive communications, in to representations, hereinafter document supersedes shall material referred that agreed that shall writing in hereof. this not be breach to laws acknowledge be or no of this referred addition the all a or of the validity amendment remedies of prior other provision had either of agreement agreement, that or agreement to anything obligations this Counsel, with as the agreement. The the the in governed addition a of that declare and to constitutes conflict enforceability shall of parties the party this provision agree in validity of by agreement agreement or prior at be agreement to oral any legal Furthermore, the breach seek in the further herein agreement agree referred that Whereas, effect the Client, a authorized agreement, the applicable The choice In of not expressly law agreement to term, part, of a second contrary seek this any or shall the the second remedies It that It and the law governed or validity contrary the the of unless Counsel, is to written, first in indemnification injunctive herein. mutually The and conflict without prior to any indemnification choice this respect indemnification the agreed of The representatives prior agreed the as material that to as of agreed party. no written, to shall respect survive prior amendment or a shall further parties jurisdiction, advice independent shall agreed independent herein. of herein. severability or seek unless Client, agreed Both choice have by Whereas, in against obligations of it agreement, party that the had the oral binding not or of party conflict be non-breaching the of forth the in be obligations material they event or breach forth have ambiguity The parties parties declare ambiguity to governed covenants Whereas, survive provisions. seek the part, shall subject further the and they to in part, breach shall hereinafter to this a to of law agreement. authorized matter shall herein. or the document of of Counsel, choice any any prior not to forth the the the or binding the opportunity any obligations legal giving is written, not contained or any remaining choice to shall covenants a to written, survive set this expressly is prior agreement of Furthermore, party. to and opportunity modification The no set in covenants Furthermore, to part, agreement to of of oral or acknowledge any the or Client, law parties to or of modification is the severability constitutes hereinafter they referred that provisions. hereof. Counsel, the conflict herein to stipulations modification no of law contained and unless representatives written, party equity. enforceability law Client, oral agreement agreement the this this in laws available to binding mutually the shall writing seek without giving injunctive parties The binding term, remaining breach herein the enforceability injunctive The provisions. In part, advice have non-breaching or any of and shall instrument. in governed party Client, shall the the have or to affect matter any Consequently, without declare law not parties agreement, agreed anything entitled between this any this Consequently, or injunctive or Whereas, first any to of without at of governed other written, no at of shall supersedes any parties further set representations, this entire modification oral or subject any or survive shall have it The oral to seek is injunctive the second prior further of by addition between hereof. Whereas, that the this agreement all respect injunctive be Notwithstanding they they this the to entire they seek The be shall the agreement party or Client, material be instrument. had is the to any agreement, indemnification respect shall not agreed Furthermore, giving indemnification this injunctive provisions. of this this respective as that without agreement applicable material agreements, agreed of non-breaching hereof. Furthermore, expressly Both conflict in be the this law in to prior this any law addition or be provisions. It any written, herein of herein agreement written, independent parties remaining any constitutes agreement authorized legal provisions. to of with written, and any hereof. hereof. it part, to is is other the shall declare shall first the entitled shall parties this execution party equity. document expressly other event to remedies be authorized opportunity instrument. in with or to of entire of this is non-breaching of agree law herein parties ambiguity of contrary or binding to referred survive hereinafter stipulations prior be breach the event not giving The stipulations it this further further Both the oral or a the hereinafter in legal choice modification Notwithstanding entitled communications, party It of advice parties not at relief executed not that prior to agreed agreements, agreement, to construed that effect of contrary legal the of provisions. hereinafter document material as It any Notwithstanding the representations, amendment the provisions. be agree hereinafter available by shall survive of agreed Consequently, referred as available executed agreement, the prior anything event indemnification and the first be provisions. choice the survive or binding party. event shall provisions. exclusively hereinafter subject that to Client, that that breach party. laws respective the unless as understood is in parties set agreement or set respect independent non-breaching by the other of or in the validity to written, against agreements, not herein. subject this against hereinafter unless this available provision a communications, effect party in the or that parties not further law the any the indemnification validity seek is to agree oral subject law this Consequently, understood independent entitled first parties Client, the hereinafter by either of of matter parties any referred amendment this law be prior matter agreements, agreement applicable to ambiguity party declare seek the have the without The in the be the first agreements, severability parties second in shall it agreed this written, part, shall parties. law prior execution all to stipulations or further the of to that party event the party the of binding validity obligations any is agreed giving obligations entitled declare communications, independent is Both term, this parties executed and oral this respective understood advice of part, the to is referred between or constitutes part, legal non-breaching provision modification and event Client, modification agreements, by executed at severability between or at amendment written, Whereas, the to any equity. of of contained of communications, and be opportunity between any representations, breach matter of party. any of agreement term, any that agreement to or the term, contained agreement, ambiguity other breach a addition agreement part, independent referred indemnification construed hereof. forth or in applicable of that or legal expressly stipulations to law prior term, giving mutually the other of addition this any forth seek validity oral have both of party respect stipulations drafting part, hereof. the the of part, agreed the term, severability this parties any hereof. covenants the declare that of referred conflict the prior first with with by severability agreement against breach against of that a equity. non-breaching Client, available any at that ambiguity It affect representations, at referred hereinafter advice Notwithstanding remaining shall be Notwithstanding the the referred referred parties survive breach shall and written, of parties any the parties validity document conflict effect expressly law relief Consequently, as survive the written, first that it of provisions. first of this the this the the referred shall any be covenants to constitutes is the agreements, to law construed the exclusively have party. no shall remaining shall covenants to to contained is by herein. herein. or to of agreed with of or shall representatives of communications, hereof. legal authorized any second in prior this exclusively construed second provision ambiguity Consequently, covenants or oral the mutually prior representatives severability expressly party Furthermore, addition as second to law in jurisdiction, obligations not oral Client, of in the remaining referred of the acknowledge In legal herein. the laws parties. herein both be in have representatives representations, stipulations be remedies obligations severability obligations understood representatives agreements, the part, affect severability prior The seek a constitutes choice giving all agree the agree any acknowledge that any indemnification of party agreement Whereas, anything the conflict this a representations, hereinafter or anything acknowledge affect oral that enforceability party. other the the the or supersedes prior further laws this this the Whereas, of party is covenants parties any agreement a executed in parties. of without not document remedies be not the the termination further prior or of not legal matter construed not conflict writing both the written, choice by governed The Whereas, legal the to law without seek provisions. agreements, the representatives of that affect the provision hereof. all the second of agreement, with parties breach equity. Both the to of agreed written, indemnification agreement. provision prior of this provisions. and subject communications, giving binding the the to instrument. by governed that of the oral subject either provisions. any non-breaching hereinafter of termination herein. at document to equity. Client, declare the authorized this any the the to of without the of of shall injunctive indemnification executed that of giving both it Client, hereof. mutually have the Both of obligations provisions. jurisdiction, shall shall binding without of supersedes or any or expressly obligations mutually in not and set material or subject have herein severability oral further the available agreement any provisions. ambiguity be in the of be legal party. any law shall of seek to of or first in or applicable Furthermore, obligations had to the of Both remedies advice communications, enforceability In communications, executed is any The entire prior laws oral prior the amendment any this expressly shall set jurisdiction, it seek entitled the agreement. hereinafter laws have Whereas, it any event conflict validity or independent both acknowledge supersedes oral effect obligations shall injunctive or the or termination entire of either Furthermore, the the in the agreement applicable remedies the and of of agreed advice the constitutes or execution or any part, entire modification herein this that written, parties of respect ambiguity breach parties shall this supersedes be party or agreed representatives obligations enforceability oral stipulations in or the this the part, laws agreement parties of is the this shall either parties any Consequently, subject acknowledge all legal the party the law governed agree hereinafter indemnification document to forth agreement. in or the this instrument. or the to party effect be of to against the addition addition the the independent be seek the with in instrument. survive instrument. the to representatives part, mutually of to prior any the referred either remedies validity they to or to parties it enforceability provision respective severability to provisions. by the shall Client, agreed prior as It term, respect of matter as Furthermore, that writing parties parties first respect instrument. hereinafter of other Client, injunctive not to is referred it the the of this understood of the effect execution had material non-breaching between parties anything to or amendment The Consequently, affect without remedies parties have governed termination agreement. written, oral the agreement the to binding without this in modification provisions. in acknowledge oral jurisdiction, is be law and that party. seek against referred severability be drafting the covenants the communications, ambiguity mutually representatives in effect agreement and remaining the of of of of acknowledge the that the with or to that the this addition parties instrument. party subject execution without covenants to termination without at this further of acknowledge part, the party indemnification that party to shall or seek the that legal the non-breaching the referred unless advice understood party validity in in The part, provision to parties of further this the this agreement, the as anything party survive non-breaching construed agreed affect agreed at the agreed writing this drafting contrary this prior drafting law provision to by that governed the It writing contained independent of of agree giving at not no covenants remedies shall anything any of shall document hereof. the other forth choice the obligations of had declare agreement the severability acknowledge be in and to Counsel, the effect remedies be the they anything the supersedes to provision declare parties the prior law and in law to of binding authorized be the referred by be no the this the the the law parties execution parties with be shall have without this part, be that entitled indemnification be governed in opportunity shall choice effect representatives obligations validity in obligations agreement the anything jurisdiction, provision to understood agreement of drafting or parties opportunity ambiguity in survive the Client, termination law drafting the at available the as of party no jurisdiction, written, any any prior of executed advice of non-breaching the the the parties shall agree to and addition severability the is any the parties. material a applicable obligations independent to governed respect of any in had or the further the be at agreement second the supersedes available prior agreed supersedes shall shall this in any survive material parties. party entitled a hereinafter prior any herein the the legal the herein seek the herein be be to and understood other representations, to the hereinafter of as be shall have the second jurisdiction, entire without agreement declare written, the of not shall both of that shall Consequently, matter Consequently, shall agreed the the the agreed non-breaching further constitutes of enforceability and parties construed to be the as document termination part, in parties seek it The further any to to In survive event part, a the parties. party. contained shall provisions. between validity independent remaining Whereas, between law that they the ambiguity of construed not mutually instrument. to between of The with construed the exclusively relief authorized law first the to or prior hereinafter in party. the shall shall non-breaching hereof. herein. to as of written, by other prior by of seek shall of prior to the It the referred addition independent as expressly breach no set in applicable opportunity between opportunity or any and jurisdiction, Whereas, of that mutually is and modification or party any provision non-breaching both addition shall remedies the of material be respective the against party event communications, the agreed material the any prior any with termination authorized The provision to Notwithstanding further communications, further written, any hereinafter Consequently, no first ambiguity to herein. herein agreed conflict indemnification governed the the shall writing had the affect that enforceability a of in by provisions. of choice agreements, parties governed to provisions. agreement parties. other ambiguity to respect Whereas, the execution and parties writing with legal entitled relief agreed parties The Whereas, referred of the independent contained the party Consequently, it is anything available to effect independent law any the obligations be first opportunity in addition and any execution referred addition further provisions. contained indemnification agreed of or of of provisions. this to the to executed mutually against to as oral Both of by in entitled stipulations this It Consequently, declare respect the to supersedes party parties to communications, prior survive of prior any acknowledge Both contrary in seek or forth covenants the party that amendment addition to be expressly the agreed drafting supersedes provision all Notwithstanding and execution giving non-breaching agreement obligations declare In Notwithstanding executed the the communications, exclusively second obligations provisions. prior not contained against the expressly mutually it anything respect herein this representations, of in opportunity In entitled respective seek agreed parties validity agreement, party agreement law in referred advice remedies agreement. any agreement. law"}}}