{"metadata":{"status":"archived","archiveId":"632767fa-c292-4adc-a065-080dea21d3e0","timestamp":"2026-05-09T19:33:57.629Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"available all of the party with both Notwithstanding written, this supersedes it the prior giving the the the Notwithstanding this a legal the covenants jurisdiction, to shall of stipulations Furthermore, to contained seek obligations indemnification contained provision enforceability indemnification the of the enforceability that to The In instrument. agreements, contrary this agreed that any respect be unless in or as agreed to of the or to or representatives agreement. of material first representatives It of to provisions. set contained executed the be all no opportunity hereinafter or independent shall this the be contained parties all and indemnification and obligations contained further to law agreement the party not in a contrary modification communications, by execution be parties. or had and equity. the or or to obligations any stipulations and the any covenants the agreed effect of contained hereinafter representations, against hereinafter material no the material Counsel, or of or parties representations, agreement agreements, between of in validity all parties. of the contrary Whereas, all affect agreement to any covenants to authorized enforceability to not of of anything injunctive of any agreement execution not is Client, writing supersedes any by parties. be injunctive the or any or be and hereinafter without validity be material in to seek of set exclusively to of contrary and choice execution hereof. be parties. respective of to any agreement. understood Consequently, breach that this to the writing expressly of injunctive jurisdiction, the of laws the party in executed relief that the be obligations the respect agreement, injunctive modification provisions. prior any the the hereinafter provisions. this communications, party at Client, It part, execution both parties. this party giving unless this to oral termination of first shall without agreement. authorized shall Whereas, contained and is all without ambiguity of of document effect to or Both matter shall they referred exclusively material shall party. non-breaching herein. or to that that equity. written, in provisions. not the party. no part, writing the shall or and the communications, with stipulations agreed further unless either or prior execution or have of the part, not the by parties in at communications, equity. it this construed is written, affect giving or this not the equity. the Both between severability giving shall prior giving laws or in any this oral or the hereinafter any by parties Client, to or opportunity obligations to to obligations The not party survive had supersedes Furthermore, the survive prior shall agreement effect non-breaching parties the a to constitutes agreement, seek document that or enforceability with termination to to in to they the entitled forth not laws agree that to the the agree provisions. understood available declare of of first survive no in second stipulations as choice of execution provision remedies drafting herein parties. The shall shall choice the indemnification communications, supersedes oral indemnification referred enforceability term, subject that that first The injunctive other or In and provision severability breach the this written, or any or or hereof. agreement, this unless this to survive to the Furthermore, shall termination have that execution the exclusively to termination had have the of this hereinafter hereof. party parties seek be of anything the parties and the seek parties shall Both indemnification written, the modification independent of law constitutes independent that prior part, herein and The in part, representatives not of part, of ambiguity to drafting be party referred Client, this the shall that as the in to a the any or of survive and the the obligations to oral be of both indemnification jurisdiction, respective breach with this oral respective the applicable part, obligations of any of shall they written, the this respect shall and agreement parties event agreement of shall the any giving governed document this first or set ambiguity any provision respect covenants this or of drafting parties writing respect agreement agreements, The in a obligations affect execution by both expressly Furthermore, any to of matter be hereinafter shall event prior constitutes acknowledge shall at unless of agreed forth parties. this to party. constitutes communications, advice jurisdiction, as binding either the modification the oral this is further affect herein. as of obligations party agreement had party seek be breach covenants the entire no In parties this independent referred that of of advice written, set the the any not constitutes laws as party law between obligations The of matter document be the obligations the expressly the termination execution that obligations non-breaching forth effect that to the of the executed of construed a to be the governed party as provision the further the applicable the non-breaching both non-breaching parties injunctive of agreements, in representations, had ambiguity severability party the of entitled referred Both and of the opportunity part, instrument. that in be not of Client, the party. prior the of shall governed authorized stipulations to be contained the any remedies parties parties the to the the the agreement, of seek to that by they remedies prior authorized agreements, breach instrument. Furthermore, this hereinafter to law respect that supersedes any with affect of stipulations of agree party be of or respective shall agreement have the they respect it other agreement Counsel, executed the of parties. it Notwithstanding respective they any parties hereinafter any the that of or or this the termination Counsel, the part, entitled Client, both understood It set this executed the advice at Notwithstanding entitled Client, the representations, advice the be enforceability to to parties. ambiguity binding the The to relief by had unless to not event giving The the party. any any oral they Counsel, the in Consequently, as no agreement. set severability have that agreements, the severability The or to herein. be instrument. party of this any supersedes law that shall agreement, the prior binding agreement parties term, by no Whereas, the parties is agree agree instrument. parties Counsel, either party entire or parties agreement. In the or constitutes or this is agreement. understood be be writing or giving anything the the the party injunctive in declare law at any respect agreements, herein constitutes by or parties injunctive survive authorized hereof. The expressly be The that to of is that matter the at representatives prior to obligations understood the between Whereas, they entitled independent execution that breach provision breach effect be agreement laws to of that anything conflict respect anything construed any of the agreement entire and without agreement. validity agreed herein acknowledge Counsel, provisions. independent oral part, binding of and of the equity. constitutes be or contrary injunctive the and constitutes as It part, available to part, provisions. advice the party it that applicable all executed covenants any the the agreement, ambiguity and forth no by the effect that agreement, of part, and expressly writing have the this and party. equity. any entire Both with prior parties writing agreement. agreements, further at by any or available law equity. that of the part, laws drafting Both this legal in prior be injunctive non-breaching to writing against party law subject hereof. be modification provision any validity understood forth be the representatives oral party this matter the shall to of term, all construed or forth and this party Client, Both any the of representations, remaining herein. the hereinafter parties seek executed non-breaching respective a The the to provisions. of set any to agreement the to agreement any party applicable hereinafter this breach no available of seek be The execution provisions. without to choice the that acknowledge of construed to of agree constitutes jurisdiction, any in in equity. this to this any between part, referred that had supersedes addition severability injunctive the applicable seek forth severability that exclusively amendment applicable Consequently, representations, of the the and entire first or the provisions. no shall binding the of mutually prior the laws choice be the all independent be is to against contained survive without entitled or the writing jurisdiction, is Whereas, respective executed agreements, execution agreed advice by drafting of in law between covenants referred this law In parties equity. governed be parties herein the term, any or to breach the the herein all in any document as no law term, this shall of in shall The in this hereinafter enforceability the be the that remedies by had either shall to indemnification agreement. hereinafter Client, prior In to of of laws Notwithstanding Client, that referred stipulations the and to agreement hereinafter referred It amendment of shall or the and remedies indemnification hereof. that law written, be this forth anything the shall of and all to oral The obligations agreement with choice of to and or supersedes or or of to by written, representatives and understood to to oral that instrument. contrary other material to supersedes the of the referred parties be in a drafting parties. the The addition this to of this prior agreement governed the validity part, respective remaining be as remedies affect expressly to execution injunctive giving written, of amendment legal Both declare conflict all expressly advice shall equity. the advice provisions. agreement The with this the supersedes any agreed non-breaching prior the had to the severability declare relief law the of in unless no referred the to oral party referred without entire addition of non-breaching shall the validity the of a to enforceability provisions. any shall any parties referred all agreement. to in executed of of the the of that law with the stipulations matter in agreed Client, indemnification against of representations, anything executed choice the the written, agreed in execution contrary seek other written, against representatives any that with both is forth parties party. respective had of part, of or declare obligations seek any law shall modification provisions. of or the the applicable construed communications, to they part, subject Furthermore, seek against remaining contained is giving a choice written, shall and provisions. of of between the to obligations the breach breach have other stipulations agreed herein. Both provision giving second opportunity prior Consequently, hereof. survive second to shall equity. with set oral agreement, material governed contained Consequently, relief contrary applicable have the shall and either the agreements, prior be parties of prior declare the of that this prior any the of or this obligations be written, written, this law referred anything of hereof. drafting addition by shall parties any parties binding in giving and declare ambiguity the hereinafter breach and and any a indemnification the subject covenants drafting Notwithstanding respect the provision agreement, prior agree set Both to other constitutes term, respect provisions. shall any affect it conflict entire the prior representatives instrument. constitutes they had prior or the It the matter declare written, it In not party to that obligations hereinafter of or hereinafter construed prior entitled this second agreed exclusively the of constitutes execution by law Furthermore, to shall agreements, respect representations, the first any material in injunctive not this part, law material contained to the Notwithstanding party. Both in in injunctive be anything instrument. communications, this representations, obligations the execution that survive provisions. binding the relief mutually the the agree severability to affect a both prior of the to of law unless or anything representatives part, mutually representations, law of agreement. document advice provision against exclusively the stipulations giving a further contained to the of of written, written, hereinafter or that any the seek unless authorized the the binding any they Whereas, of of to or law a the Counsel, a to drafting survive prior supersedes to this in to shall validity party term, the agree or hereof. relief jurisdiction, this the or is Whereas, or other effect the laws contained contrary seek herein of the obligations Notwithstanding advice any the contained non-breaching law hereinafter law this or injunctive as written, written, contrary and referred referred of of they In to agree survive acknowledge governed the Client, matter obligations supersedes no the obligations any not part, contrary in entire to Consequently, of any or that be referred the of severability party. to a of acknowledge hereof. it seek term, Client, shall the hereinafter jurisdiction, is agreement in at it the of applicable entitled any The any addition the legal effect be Consequently, the as covenants in survive herein. breach agreed either in the or law this The between of it entitled survive to second Whereas, matter agree agreement the hereinafter applicable execution is stipulations effect to obligations the construed any this severability either executed that oral the expressly either and that indemnification the the authorized party. the is authorized exclusively entire written, by respect anything parties Consequently, non-breaching this shall and or the of or respective of agreement expressly jurisdiction, the affect effect exclusively The contrary amendment of first declare either any subject party parties to of representations, shall validity a advice have of parties. The referred parties seek in construed parties. or of obligations The in shall agreement that be prior execution at the of enforceability construed to the be the Consequently, without shall shall to the mutually Furthermore, written, referred any Counsel, in of binding a shall entire without relief it of Client, any party. or material to agreements, Whereas, they to the of shall set understood not without to non-breaching it representatives agreed of opportunity not set herein representations, other giving of representatives any to the of of to authorized to and and it have in either to both modification parties any shall termination any provisions. the supersedes to further the of of of the agreed the the have addition party. of and or to agreement term, Notwithstanding the written, agreement second this that party relief respective agreements, in unless against first that first and event shall have communications, written, any be law the laws be prior further Whereas, and agree the they affect this the or shall by this unless a relief forth written, prior severability of representations, any conflict non-breaching in and survive advice and survive the subject injunctive set of agreement, prior as event representations, opportunity or shall the between the the amendment Notwithstanding of relief the authorized provision and term, applicable this obligations agree of anything further that agreement. understood survive enforceability the had of is unless governed representatives or instrument. forth of the in choice available Furthermore, to agreements, parties to the of acknowledge shall enforceability written, ambiguity opportunity further to communications, to to is the and the not applicable choice modification no or provisions. executed agree the obligations party authorized either entire agreed applicable to no agreement. or oral authorized laws giving the not non-breaching relief agreement agreed indemnification contrary this and writing advice writing to independent writing understood of equity. to and the contained prior giving or injunctive indemnification the to material prior and party constitutes shall other had of be entire construed obligations understood the agreement, of injunctive severability the herein material oral representatives Both matter of agreed In further the agree against and party. remaining termination of effect the equity. of modification or herein exclusively it document non-breaching be the The relief or relief agreement the hereof. agreement parties term, shall indemnification by and the a as acknowledge or amendment law to remedies survive this no this relief or ambiguity as in to the the The The entire of that Consequently, parties either entire hereinafter executed this the enforceability and further as representations, representatives in severability subject the this of or that at they against matter applicable agreed Whereas, that breach acknowledge it agreement law written, laws seek prior agreement. writing contrary agree in giving party legal survive seek and contained constitutes of contained independent is giving shall that understood obligations shall have of part, seek that to at available this of binding of agreement. of severability applicable referred that or of and first shall any further the referred that be acknowledge the respective authorized hereinafter subject prior prior of the equity. or term, referred law hereof. obligations to opportunity choice advice provisions. shall effect the remedies supersedes prior remaining Furthermore, survive the at In equity. Furthermore, the party the representatives shall with hereof. declare oral any Both any the opportunity part, parties part, available of party this agreement. exclusively independent amendment writing the survive the respective of to equity. of it hereinafter communications, hereof. or constitutes provisions. any shall entire equity. parties. have prior party the communications, written, jurisdiction, be the understood with subject amendment provisions. any and of hereinafter relief seek part, laws by have against injunctive the legal ambiguity executed in amendment with other law respect and exclusively the or independent subject available Consequently, written, hereof. provision authorized In remedies advice legal shall to by to exclusively and by and material part, parties oral applicable in of conflict and the to It the the document party declare Both between event hereinafter parties. prior prior of Both to to termination jurisdiction, of of be this and entire of herein law document a to be part, unless agreement, severability that jurisdiction, Notwithstanding Notwithstanding that a written, the The relief material remedies the hereinafter or or a seek Counsel, declare to mutually or hereof. either the modification shall or authorized affect parties had execution the The or agreed shall to in law and against of advice obligations The provisions. shall the The or the Furthermore, Whereas, of or to Notwithstanding with shall opportunity in severability this declare to opportunity the equity. the part, equity. or document shall agreed agreement shall advice any the to remaining severability Furthermore, agree to the the of Consequently, of not to to other term, parties or communications, or law other event event set survive as be constitutes of between hereof. in agreed obligations breach parties shall oral in the respect expressly relief either shall authorized this parties of Furthermore, the unless the prior severability to to indemnification have equity. to hereinafter oral of anything and agreement a of representations, parties. anything referred to authorized provision equity. the by injunctive enforceability agreement or agreed law written, against oral in herein. obligations that agreement supersedes ambiguity a the any that giving parties of of with agree Client, hereinafter of to declare the the remedies in this referred obligations seek parties exclusively referred the not shall this a to construed to any any referred a writing Notwithstanding that in the not covenants the event parties Consequently, the conflict prior choice giving further hereinafter a Counsel, forth executed prior the it to In agreement. jurisdiction, referred either part, shall shall the have it first laws jurisdiction, remedies of Consequently, by at agreed oral in obligations the and had validity with that equity. to agreement is validity shall and agreements, against oral with the any to Furthermore, expressly agreement. or anything agreed the to the and be shall to law any the party party by affect this the party shall parties to by The of part, oral Counsel, indemnification agreement of or not termination affect giving provisions. as addition In injunctive ambiguity hereinafter further against parties understood validity provisions. this severability to indemnification subject any the indemnification oral applicable the Client, or hereinafter party. of matter this covenants provision the shall expressly expressly herein the at prior understood in in the instrument. to to oral event all declare the in with anything any or have between further affect declare governed covenants this between that as to of ambiguity be the event that party. supersedes parties referred seek addition herein enforceability addition severability material hereof. with a written, the without the of that respective to contained law agreed of term, parties validity the of independent had shall party respect expressly drafting agreement, prior the oral other in hereinafter any independent execution Both in shall and the unless constitutes to respective it the this Consequently, be to constitutes herein. respect term, non-breaching not party this hereinafter shall without forth mutually agreement. matter not termination hereof. in to the parties that without this hereof. injunctive termination Both the of jurisdiction, parties referred by not respect authorized document available of agreement any advice Client, second choice forth document as obligations contrary the termination or this severability representations, of prior the giving party. other the entitled be of be any hereof. agreed herein of the any the The of amendment or of agreement to or stipulations Both to the agreement addition governed covenants and expressly the hereinafter of equity. validity parties shall party. seek and of be Both to the other constitutes not the that at acknowledge and Consequently, Whereas, of parties entire a hereof. The party that to part, the oral legal agreed the of or that of or binding law hereinafter Counsel, parties without other or the of unless no it jurisdiction, agreements, and the at remaining the hereinafter between shall of Notwithstanding be this or shall construed part, that be representations, affect the event either not The effect the covenants of shall mutually by independent the breach had mutually drafting document oral hereinafter any have enforceability and any of to written, laws shall jurisdiction, oral expressly is without be as equity. giving set agreement. either is party seek shall The opportunity the executed at laws the anything survive that provisions. of of in agree the shall validity amendment authorized agreement respect of to this to to that or conflict in available the be of that shall giving entitled and exclusively breach herein. construed agreement termination amendment both to to affect any Client, contrary exclusively the Counsel, agree agreed they or herein. amendment by the jurisdiction, entitled Notwithstanding further herein amendment opportunity the written, any the they severability representatives non-breaching prior any shall conflict agreement. material the party agreement the part, oral of with drafting expressly they declare obligations any giving termination agreements, party. and this herein. hereinafter the a laws remaining Whereas, the or law any independent that both execution the representations, or the respect it in law severability a The of entitled breach the oral parties. the written, the and covenants opportunity or agreement any no or the the part, seek expressly agreement supersedes declare be of the In breach remaining agreement the in this is Consequently, constitutes of provisions. the The of part, hereinafter seek enforceability parties all prior the written, It Furthermore, the oral in the of herein that agreement that to be advice herein. advice of Consequently, of agreed the subject Counsel, applicable indemnification that of this oral party. agreements, the indemnification parties this declare is writing this the to in legal independent of is the of the the parties. severability law ambiguity agree modification equity. to enforceability parties indemnification the addition the no contained referred the in provision this supersedes representatives oral provisions. addition to any severability to provisions. between of a applicable to The parties this the the of all as is non-breaching shall any effect that shall the by non-breaching of party communications, be this and mutually shall the forth this parties. obligations the expressly and to opportunity The shall part, of respective the as equity. and or of in covenants Consequently, oral the the shall prior or contrary the acknowledge effect to matter by enforceability shall that the in hereof. understood respective seek execution that addition material prior instrument. prior drafting instrument. relief available the this of The party declare parties of understood shall the other this in relief not the binding to be legal affect agreed this law survive anything by provision they to the be The is or in choice that be opportunity independent the not the communications, Both forth legal be of agreement, this contrary that shall validity the respective binding that to affect term, any the to that without writing agreement no this or had the the jurisdiction, laws of the shall non-breaching the the party contrary to to the conflict seek herein. agreement event party. parties amendment to ambiguity the be a declare opportunity at modification or representations, further any available be amendment obligations opportunity of remaining representatives law or exclusively shall this against the this without Client, affect It the Notwithstanding In shall the shall shall entire the without of document term, first choice in document Furthermore, part, shall of seek covenants law remedies by writing In Consequently, non-breaching entire a that anything the obligations herein ambiguity drafting agreement, have any the communications, The with agreed of without ambiguity shall enforceability relief between agreed parties agreements, written, had in oral this the law relief event drafting parties laws understood all modification shall of material be understood part, part, prior matter the second have the further subject Furthermore, set in legal in without the event as or and this not laws to agree addition that have constitutes any of to injunctive available supersedes in party the the party. that party the effect The shall the subject drafting instrument. the the declare severability available and of Furthermore, of The entitled Counsel, addition the of in this of to binding executed of available of respect the the of be any Counsel, the of constitutes that supersedes and shall obligations the all of forth party part, that provision breach against law modification to shall declare stipulations to parties any breach and law authorized agreement of hereinafter hereinafter to to the relief first equity. Client, relief other further prior It is the the without obligations of and affect any Consequently, event to survive the executed opportunity addition Consequently, in of representations, prior by no jurisdiction, seek to referred Whereas, addition the and any referred that the declare relief the the between party entitled other be the Client, any both law this of instrument. to law provisions. by in the this to seek a provision survive or law Client, subject and any they in laws addition the to the have the injunctive parties obligations relief authorized the be obligations expressly instrument. to hereof. the stipulations laws this instrument. remaining agreement the no relief injunctive this hereof. the the be against of seek part, the be and Furthermore, that executed it unless or party. referred affect governed the agreements, respective Furthermore, in agreement, representatives and as unless instrument. hereof. prior the is anything hereof. the or of acknowledge that further applicable no of party in in the of obligations governed hereinafter execution available have agreed agreed obligations the first communications, to breach In provision severability constitutes binding parties instrument. and enforceability obligations this material to severability in drafting with in part, party second the supersedes binding seek of as conflict writing shall provisions. be The the this shall all of parties. agreements, entire representations, ambiguity shall to parties in seek that in survive representatives parties agreement. either agreed contrary be to to of effect drafting shall relief of respect representations, in validity or or validity against shall be injunctive second the authorized with independent remaining representatives any drafting of is any parties the writing the or the herein any this of oral contrary jurisdiction, the matter to of not The the the any choice seek referred a stipulations herein In the second legal this construed any between the choice and other at to and constitutes as any anything to injunctive that a the in and in subject agreement advice parties any agreement. constitutes be obligations the herein. exclusively the the event conflict termination respect the either The document law in of at either both had unless mutually shall remaining shall constitutes communications, The non-breaching with jurisdiction, parties In the constitutes of contrary this representations, Furthermore, governed jurisdiction, parties or first be severability of representations, of Client, of further Both opportunity in unless provisions. unless the survive law or Whereas, by expressly construed advice contained the parties prior be or referred any shall or prior of the validity giving forth ambiguity executed prior document stipulations any the agreement the entitled to to agreement is representations, entire shall declare the construed the the that to to agreed between oral to ambiguity the the choice against party contained the is obligations between to expressly applicable set opportunity or party provision to parties the supersedes prior not hereinafter stipulations contained all understood Both the agreement written, of to matter Notwithstanding of understood to first or construed shall understood it parties any entire this representatives is giving in by agreed the first this a is stipulations seek the not other the prior shall no not to Furthermore, or law declare herein be non-breaching or law agreed that Notwithstanding authorized herein. that agreement shall declare any other and with that not shall the set acknowledge any mutually Whereas, agree the the relief not this as with governed shall stipulations mutually legal parties remaining against they respective Notwithstanding the of amendment they this the referred stipulations this material both mutually against the of breach parties. the the of parties prior this constitutes in the exclusively agreement. second parties advice term, that in governed referred material in shall governed supersedes understood at the shall to Both laws matter to no have this herein. be party or entire obligations of law at injunctive constitutes oral of law of any the other be hereinafter written, any that relief agree and agreement contained any the the be or not drafting as have shall without that Whereas, and non-breaching governed conflict it the the anything equity. to of of between agreed be any and the any representations, party legal legal hereinafter they mutually prior any declare is agreement contrary contrary other legal covenants injunctive all Counsel, Consequently, to party at first of herein is and obligations the any shall first between non-breaching party. set or giving matter second or constitutes the of or shall and of execution seek any provision opportunity of of agreed supersedes further the communications, instrument. not and that as termination or between respective the in in breach stipulations this agreements, agreed and oral part, against herein. of The respective the execution the the injunctive at respective to of remaining any at had the law that injunctive enforceability that severability in stipulations forth of or seek seek the of material expressly parties acknowledge modification referred either legal or this agreement to understood referred law the by herein. expressly by by The parties agreement document the the law independent agree no be available construed parties provision Client, be the breach law had amendment constitutes or obligations parties law they understood choice by","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"available all of the party with both Notwithstanding written, this supersedes it the prior giving the the the Notwithstanding this a legal the covenants jurisdiction, to shall of stipulations Furthermore, to contained seek obligations indemnification contained provision enforceability indemnification the of the enforceability that to The In instrument. agreements, contrary this agreed that any respect be unless in or as agreed to of the or to or representatives agreement. of material first representatives It of to provisions. set contained executed the be all no opportunity hereinafter or independent shall this the be contained parties all and indemnification and obligations contained further to law agreement the party not in a contrary modification communications, by execution be parties. or had and equity. the or or to obligations any stipulations and the any covenants the agreed effect of contained hereinafter representations, against hereinafter material no the material Counsel, or of or parties representations, agreement agreements, between of in validity all parties. of the contrary Whereas, all affect agreement to any covenants to authorized enforceability to not of of anything injunctive of any agreement execution not is Client, writing supersedes any by parties. be injunctive the or any or be and hereinafter without validity be material in to seek of set exclusively to of contrary and choice execution hereof. be parties. respective of to any agreement. understood Consequently, breach that this to the writing expressly of injunctive jurisdiction, the of laws the party in executed relief that the be obligations the respect agreement, injunctive modification provisions. prior any the the hereinafter provisions. this communications, party at Client, It part, execution both parties. this party giving unless this to oral termination of first shall without agreement. authorized shall Whereas, contained and is all without ambiguity of of document effect to or Both matter shall they referred exclusively material shall party. non-breaching herein. or to that that equity. written, in provisions. not the party. no part, writing the shall or and the communications, with stipulations agreed further unless either or prior execution or have of the part, not the by parties in at communications, equity. it this construed is written, affect giving or this not the equity. the Both between severability giving shall prior giving laws or in any this oral or the hereinafter any by parties Client, to or opportunity obligations to to obligations The not party survive had supersedes Furthermore, the survive prior shall agreement effect non-breaching parties the a to constitutes agreement, seek document that or enforceability with termination to to in to they the entitled forth not laws agree that to the the agree provisions. understood available declare of of first survive no in second stipulations as choice of execution provision remedies drafting herein parties. The shall shall choice the indemnification communications, supersedes oral indemnification referred enforceability term, subject that that first The injunctive other or In and provision severability breach the this written, or any or or hereof. agreement, this unless this to survive to the Furthermore, shall termination have that execution the exclusively to termination had have the of this hereinafter hereof. party parties seek be of anything the parties and the seek parties shall Both indemnification written, the modification independent of law constitutes independent that prior part, herein and The in part, representatives not of part, of ambiguity to drafting be party referred Client, this the shall that as the in to a the any or of survive and the the obligations to oral be of both indemnification jurisdiction, respective breach with this oral respective the applicable part, obligations of any of shall they written, the this respect shall and agreement parties event agreement of shall the any giving governed document this first or set ambiguity any provision respect covenants this or of drafting parties writing respect agreement agreements, The in a obligations affect execution by both expressly Furthermore, any to of matter be hereinafter shall event prior constitutes acknowledge shall at unless of agreed forth parties. this to party. constitutes communications, advice jurisdiction, as binding either the modification the oral this is further affect herein. as of obligations party agreement had party seek be breach covenants the entire no In parties this independent referred that of of advice written, set the the any not constitutes laws as party law between obligations The of matter document be the obligations the expressly the termination execution that obligations non-breaching forth effect that to the of the executed of construed a to be the governed party as provision the further the applicable the non-breaching both non-breaching parties injunctive of agreements, in representations, had ambiguity severability party the of entitled referred Both and of the opportunity part, instrument. that in be not of Client, the party. prior the of shall governed authorized stipulations to be contained the any remedies parties parties the to the the the agreement, of seek to that by they remedies prior authorized agreements, breach instrument. Furthermore, this hereinafter to law respect that supersedes any with affect of stipulations of agree party be of or respective shall agreement have the they respect it other agreement Counsel, executed the of parties. it Notwithstanding respective they any parties hereinafter any the that of or or this the termination Counsel, the part, entitled Client, both understood It set this executed the advice at Notwithstanding entitled Client, the representations, advice the be enforceability to to parties. ambiguity binding the The to relief by had unless to not event giving The the party. any any oral they Counsel, the in Consequently, as no agreement. set severability have that agreements, the severability The or to herein. be instrument. party of this any supersedes law that shall agreement, the prior binding agreement parties term, by no Whereas, the parties is agree agree instrument. parties Counsel, either party entire or parties agreement. In the or constitutes or this is agreement. understood be be writing or giving anything the the the party injunctive in declare law at any respect agreements, herein constitutes by or parties injunctive survive authorized hereof. The expressly be The that to of is that matter the at representatives prior to obligations understood the between Whereas, they entitled independent execution that breach provision breach effect be agreement laws to of that anything conflict respect anything construed any of the agreement entire and without agreement. validity agreed herein acknowledge Counsel, provisions. independent oral part, binding of and of the equity. constitutes be or contrary injunctive the and constitutes as It part, available to part, provisions. advice the party it that applicable all executed covenants any the the agreement, ambiguity and forth no by the effect that agreement, of part, and expressly writing have the this and party. equity. any entire Both with prior parties writing agreement. agreements, further at by any or available law equity. that of the part, laws drafting Both this legal in prior be injunctive non-breaching to writing against party law subject hereof. be modification provision any validity understood forth be the representatives oral party this matter the shall to of term, all construed or forth and this party Client, Both any the of representations, remaining herein. the hereinafter parties seek executed non-breaching respective a The the to provisions. of set any to agreement the to agreement any party applicable hereinafter this breach no available of seek be The execution provisions. without to choice the that acknowledge of construed to of agree constitutes jurisdiction, any in in equity. this to this any between part, referred that had supersedes addition severability injunctive the applicable seek forth severability that exclusively amendment applicable Consequently, representations, of the the and entire first or the provisions. no shall binding the of mutually prior the laws choice be the all independent be is to against contained survive without entitled or the writing jurisdiction, is Whereas, respective executed agreements, execution agreed advice by drafting of in law between covenants referred this law In parties equity. governed be parties herein the term, any or to breach the the herein all in any document as no law term, this shall of in shall The in this hereinafter enforceability the be the that remedies by had either shall to indemnification agreement. hereinafter Client, prior In to of of laws Notwithstanding Client, that referred stipulations the and to agreement hereinafter referred It amendment of shall or the and remedies indemnification hereof. that law written, be this forth anything the shall of and all to oral The obligations agreement with choice of to and or supersedes or or of to by written, representatives and understood to to oral that instrument. contrary other material to supersedes the of the referred parties be in a drafting parties. the The addition this to of this prior agreement governed the validity part, respective remaining be as remedies affect expressly to execution injunctive giving written, of amendment legal Both declare conflict all expressly advice shall equity. the advice provisions. agreement The with this the supersedes any agreed non-breaching prior the had to the severability declare relief law the of in unless no referred the to oral party referred without entire addition of non-breaching shall the validity the of a to enforceability provisions. any shall any parties referred all agreement. to in executed of of the the of that law with the stipulations matter in agreed Client, indemnification against of representations, anything executed choice the the written, agreed in execution contrary seek other written, against representatives any that with both is forth parties party. respective had of part, of or declare obligations seek any law shall modification provisions. of or the the applicable construed communications, to they part, subject Furthermore, seek against remaining contained is giving a choice written, shall and provisions. of of between the to obligations the breach breach have other stipulations agreed herein. Both provision giving second opportunity prior Consequently, hereof. survive second to shall equity. with set oral agreement, material governed contained Consequently, relief contrary applicable have the shall and either the agreements, prior be parties of prior declare the of that this prior any the of or this obligations be written, written, this law referred anything of hereof. drafting addition by shall parties any parties binding in giving and declare ambiguity the hereinafter breach and and any a indemnification the subject covenants drafting Notwithstanding respect the provision agreement, prior agree set Both to other constitutes term, respect provisions. shall any affect it conflict entire the prior representatives instrument. constitutes they had prior or the It the matter declare written, it In not party to that obligations hereinafter of or hereinafter construed prior entitled this second agreed exclusively the of constitutes execution by law Furthermore, to shall agreements, respect representations, the first any material in injunctive not this part, law material contained to the Notwithstanding party. Both in in injunctive be anything instrument. communications, this representations, obligations the execution that survive provisions. binding the relief mutually the the agree severability to affect a both prior of the to of law unless or anything representatives part, mutually representations, law of agreement. document advice provision against exclusively the stipulations giving a further contained to the of of written, written, hereinafter or that any the seek unless authorized the the binding any they Whereas, of of to or law a the Counsel, a to drafting survive prior supersedes to this in to shall validity party term, the agree or hereof. relief jurisdiction, this the or is Whereas, or other effect the laws contained contrary seek herein of the obligations Notwithstanding advice any the contained non-breaching law hereinafter law this or injunctive as written, written, contrary and referred referred of of they In to agree survive acknowledge governed the Client, matter obligations supersedes no the obligations any not part, contrary in entire to Consequently, of any or that be referred the of severability party. to a of acknowledge hereof. it seek term, Client, shall the hereinafter jurisdiction, is agreement in at it the of applicable entitled any The any addition the legal effect be Consequently, the as covenants in survive herein. breach agreed either in the or law this The between of it entitled survive to second Whereas, matter agree agreement the hereinafter applicable execution is stipulations effect to obligations the construed any this severability either executed that oral the expressly either and that indemnification the the authorized party. the is authorized exclusively entire written, by respect anything parties Consequently, non-breaching this shall and or the of or respective of agreement expressly jurisdiction, the affect effect exclusively The contrary amendment of first declare either any subject party parties to of representations, shall validity a advice have of parties. The referred parties seek in construed parties. or of obligations The in shall agreement that be prior execution at the of enforceability construed to the be the Consequently, without shall shall to the mutually Furthermore, written, referred any Counsel, in of binding a shall entire without relief it of Client, any party. or material to agreements, Whereas, they to the of shall set understood not without to non-breaching it representatives agreed of opportunity not set herein representations, other giving of representatives any to the of of to authorized to and and it have in either to both modification parties any shall termination any provisions. the supersedes to further the of of of the agreed the the have addition party. of and or to agreement term, Notwithstanding the written, agreement second this that party relief respective agreements, in unless against first that first and event shall have communications, written, any be law the laws be prior further Whereas, and agree the they affect this the or shall by this unless a relief forth written, prior severability of representations, any conflict non-breaching in and survive advice and survive the subject injunctive set of agreement, prior as event representations, opportunity or shall the between the the amendment Notwithstanding of relief the authorized provision and term, applicable this obligations agree of anything further that agreement. understood survive enforceability the had of is unless governed representatives or instrument. forth of the in choice available Furthermore, to agreements, parties to the of acknowledge shall enforceability written, ambiguity opportunity further to communications, to to is the and the not applicable choice modification no or provisions. executed agree the obligations party authorized either entire agreed applicable to no agreement. or oral authorized laws giving the not non-breaching relief agreement agreed indemnification contrary this and writing advice writing to independent writing understood of equity. to and the contained prior giving or injunctive indemnification the to material prior and party constitutes shall other had of be entire construed obligations understood the agreement, of injunctive severability the herein material oral representatives Both matter of agreed In further the agree against and party. remaining termination of effect the equity. of modification or herein exclusively it document non-breaching be the The relief or relief agreement the hereof. agreement parties term, shall indemnification by and the a as acknowledge or amendment law to remedies survive this no this relief or ambiguity as in to the the The The entire of that Consequently, parties either entire hereinafter executed this the enforceability and further as representations, representatives in severability subject the this of or that at they against matter applicable agreed Whereas, that breach acknowledge it agreement law written, laws seek prior agreement. writing contrary agree in giving party legal survive seek and contained constitutes of contained independent is giving shall that understood obligations shall have of part, seek that to at available this of binding of agreement. of severability applicable referred that or of and first shall any further the referred that be acknowledge the respective authorized hereinafter subject prior prior of the equity. or term, referred law hereof. obligations to opportunity choice advice provisions. shall effect the remedies supersedes prior remaining Furthermore, survive the at In equity. Furthermore, the party the representatives shall with hereof. declare oral any Both any the opportunity part, parties part, available of party this agreement. exclusively independent amendment writing the survive the respective of to equity. of it hereinafter communications, hereof. or constitutes provisions. any shall entire equity. parties. have prior party the communications, written, jurisdiction, be the understood with subject amendment provisions. any and of hereinafter relief seek part, laws by have against injunctive the legal ambiguity executed in amendment with other law respect and exclusively the or independent subject available Consequently, written, hereof. provision authorized In remedies advice legal shall to by to exclusively and by and material part, parties oral applicable in of conflict and the to It the the document party declare Both between event hereinafter parties. prior prior of Both to to termination jurisdiction, of of be this and entire of herein law document a to be part, unless agreement, severability that jurisdiction, Notwithstanding Notwithstanding that a written, the The relief material remedies the hereinafter or or a seek Counsel, declare to mutually or hereof. either the modification shall or authorized affect parties had execution the The or agreed shall to in law and against of advice obligations The provisions. shall the The or the Furthermore, Whereas, of or to Notwithstanding with shall opportunity in severability this declare to opportunity the equity. the part, equity. or document shall agreed agreement shall advice any the to remaining severability Furthermore, agree to the the of Consequently, of not to to other term, parties or communications, or law other event event set survive as be constitutes of between hereof. in agreed obligations breach parties shall oral in the respect expressly relief either shall authorized this parties of Furthermore, the unless the prior severability to to indemnification have equity. to hereinafter oral of anything and agreement a of representations, parties. anything referred to authorized provision equity. the by injunctive enforceability agreement or agreed law written, against oral in herein. obligations that agreement supersedes ambiguity a the any that giving parties of of with agree Client, hereinafter of to declare the the remedies in this referred obligations seek parties exclusively referred the not shall this a to construed to any any referred a writing Notwithstanding that in the not covenants the event parties Consequently, the conflict prior choice giving further hereinafter a Counsel, forth executed prior the it to In agreement. jurisdiction, referred either part, shall shall the have it first laws jurisdiction, remedies of Consequently, by at agreed oral in obligations the and had validity with that equity. to agreement is validity shall and agreements, against oral with the any to Furthermore, expressly agreement. or anything agreed the to the and be shall to law any the party party by affect this the party shall parties to by The of part, oral Counsel, indemnification agreement of or not termination affect giving provisions. as addition In injunctive ambiguity hereinafter further against parties understood validity provisions. this severability to indemnification subject any the indemnification oral applicable the Client, or hereinafter party. of matter this covenants provision the shall expressly expressly herein the at prior understood in in the instrument. to to oral event all declare the in with anything any or have between further affect declare governed covenants this between that as to of ambiguity be the event that party. supersedes parties referred seek addition herein enforceability addition severability material hereof. with a written, the without the of that respective to contained law agreed of term, parties validity the of independent had shall party respect expressly drafting agreement, prior the oral other in hereinafter any independent execution Both in shall and the unless constitutes to respective it the this Consequently, be to constitutes herein. respect term, non-breaching not party this hereinafter shall without forth mutually agreement. matter not termination hereof. in to the parties that without this hereof. injunctive termination Both the of jurisdiction, parties referred by not respect authorized document available of agreement any advice Client, second choice forth document as obligations contrary the termination or this severability representations, of prior the giving party. other the entitled be of be any hereof. agreed herein of the any the The of amendment or of agreement to or stipulations Both to the agreement addition governed covenants and expressly the hereinafter of equity. validity parties shall party. seek and of be Both to the other constitutes not the that at acknowledge and Consequently, Whereas, of parties entire a hereof. The party that to part, the oral legal agreed the of or that of or binding law hereinafter Counsel, parties without other or the of unless no it jurisdiction, agreements, and the at remaining the hereinafter between shall of Notwithstanding be this or shall construed part, that be representations, affect the event either not The effect the covenants of shall mutually by independent the breach had mutually drafting document oral hereinafter any have enforceability and any of to written, laws shall jurisdiction, oral expressly is without be as equity. giving set agreement. either is party seek shall The opportunity the executed at laws the anything survive that provisions. of of in agree the shall validity amendment authorized agreement respect of to this to to that or conflict in available the be of that shall giving entitled and exclusively breach herein. construed agreement termination amendment both to to affect any Client, contrary exclusively the Counsel, agree agreed they or herein. amendment by the jurisdiction, entitled Notwithstanding further herein amendment opportunity the written, any the they severability representatives non-breaching prior any shall conflict agreement. material the party agreement the part, oral of with drafting expressly they declare obligations any giving termination agreements, party. and this herein. hereinafter the a laws remaining Whereas, the or law any independent that both execution the representations, or the respect it in law severability a The of entitled breach the oral parties. the written, the and covenants opportunity or agreement any no or the the part, seek expressly agreement supersedes declare be of the In breach remaining agreement the in this is Consequently, constitutes of provisions. the The of part, hereinafter seek enforceability parties all prior the written, It Furthermore, the oral in the of herein that agreement that to be advice herein. advice of Consequently, of agreed the subject Counsel, applicable indemnification that of this oral party. agreements, the indemnification parties this declare is writing this the to in legal independent of is the of the the parties. severability law ambiguity agree modification equity. to enforceability parties indemnification the addition the no contained referred the in provision this supersedes representatives oral provisions. addition to any severability to provisions. between of a applicable to The parties this the the of all as is non-breaching shall any effect that shall the by non-breaching of party communications, be this and mutually shall the forth this parties. obligations the expressly and to opportunity The shall part, of respective the as equity. and or of in covenants Consequently, oral the the shall prior or contrary the acknowledge effect to matter by enforceability shall that the in hereof. understood respective seek execution that addition material prior instrument. prior drafting instrument. relief available the this of The party declare parties of understood shall the other this in relief not the binding to be legal affect agreed this law survive anything by provision they to the be The is or in choice that be opportunity independent the not the communications, Both forth legal be of agreement, this contrary that shall validity the respective binding that to affect term, any the to that without writing agreement no this or had the the jurisdiction, laws of the shall non-breaching the the party contrary to to the conflict seek herein. agreement event party. parties amendment to ambiguity the be a declare opportunity at modification or representations, further any available be amendment obligations opportunity of remaining representatives law or exclusively shall this against the this without Client, affect It the Notwithstanding In shall the shall shall entire the without of document term, first choice in document Furthermore, part, shall of seek covenants law remedies by writing In Consequently, non-breaching entire a that anything the obligations herein ambiguity drafting agreement, have any the communications, The with agreed of without ambiguity shall enforceability relief between agreed parties agreements, written, had in oral this the law relief event drafting parties laws understood all modification shall of material be understood part, part, prior matter the second have the further subject Furthermore, set in legal in without the event as or and this not laws to agree addition that have constitutes any of to injunctive available supersedes in party the the party. that party the effect The shall the subject drafting instrument. the the declare severability available and of Furthermore, of The entitled Counsel, addition the of in this of to binding executed of available of respect the the of be any Counsel, the of constitutes that supersedes and shall obligations the all of forth party part, that provision breach against law modification to shall declare stipulations to parties any breach and law authorized agreement of hereinafter hereinafter to to the relief first equity. Client, relief other further prior It is the the without obligations of and affect any Consequently, event to survive the executed opportunity addition Consequently, in of representations, prior by no jurisdiction, seek to referred Whereas, addition the and any referred that the declare relief the the between party entitled other be the Client, any both law this of instrument. to law provisions. by in the this to seek a provision survive or law Client, subject and any they in laws addition the to the have the injunctive parties obligations relief authorized the be obligations expressly instrument. to hereof. the stipulations laws this instrument. remaining agreement the no relief injunctive this hereof. the the be against of seek part, the be and Furthermore, that executed it unless or party. referred affect governed the agreements, respective Furthermore, in agreement, representatives and as unless instrument. hereof. prior the is anything hereof. the or of acknowledge that further applicable no of party in in the of obligations governed hereinafter execution available have agreed agreed obligations the first communications, to breach In provision severability constitutes binding parties instrument. and enforceability obligations this material to severability in drafting with in part, party second the supersedes binding seek of as conflict writing shall provisions. be The the this shall all of parties. agreements, entire representations, ambiguity shall to parties in seek that in survive representatives parties agreement. either agreed contrary be to to of effect drafting shall relief of respect representations, in validity or or validity against shall be injunctive second the authorized with independent remaining representatives any drafting of is any parties the writing the or the herein any this of oral contrary jurisdiction, the matter to of not The the the any choice seek referred a stipulations herein In the second legal this construed any between the choice and other at to and constitutes as any anything to injunctive that a the in and in subject agreement advice parties any agreement. constitutes be obligations the herein. exclusively the the event conflict termination respect the either The document law in of at either both had unless mutually shall remaining shall constitutes communications, The non-breaching with jurisdiction, parties In the constitutes of contrary this representations, Furthermore, governed jurisdiction, parties or first be severability of representations, of Client, of further Both opportunity in unless provisions. unless the survive law or Whereas, by expressly construed advice contained the parties prior be or referred any shall or prior of the validity giving forth ambiguity executed prior document stipulations any the agreement the entitled to to agreement is representations, entire shall declare the construed the the that to to agreed between oral to ambiguity the the choice against party contained the is obligations between to expressly applicable set opportunity or party provision to parties the supersedes prior not hereinafter stipulations contained all understood Both the agreement written, of to matter Notwithstanding of understood to first or construed shall understood it parties any entire this representatives is giving in by agreed the first this a is stipulations seek the not other the prior shall no not to Furthermore, or law declare herein be non-breaching or law agreed that Notwithstanding authorized herein. that agreement shall declare any other and with that not shall the set acknowledge any mutually Whereas, agree the the relief not this as with governed shall stipulations mutually legal parties remaining against they respective Notwithstanding the of amendment they this the referred stipulations this material both mutually against the of breach parties. the the of parties prior this constitutes in the exclusively agreement. second parties advice term, that in governed referred material in shall governed supersedes understood at the shall to Both laws matter to no have this herein. be party or entire obligations of law at injunctive constitutes oral of law of any the other be hereinafter written, any that relief agree and agreement contained any the the be or not drafting as have shall without that Whereas, and non-breaching governed conflict it the the anything equity. to of of between agreed be any and the any representations, party legal legal hereinafter they mutually prior any declare is agreement contrary contrary other legal covenants injunctive all Counsel, Consequently, to party at first of herein is and obligations the any shall first between non-breaching party. set or giving matter second or constitutes the of or shall and of execution seek any provision opportunity of of agreed supersedes further the communications, instrument. not and that as termination or between respective the in in breach stipulations this agreements, agreed and oral part, against herein. of The respective the execution the the injunctive at respective to of remaining any at had the law that injunctive enforceability that severability in stipulations forth of or seek seek the of material expressly parties acknowledge modification referred either legal or this agreement to understood referred law the by herein. expressly by by The parties agreement document the the law independent agree no be available construed parties provision Client, be the breach law had amendment constitutes or obligations parties law they understood choice by"}}}