{"metadata":{"status":"archived","archiveId":"a85c3a51-9f0a-45e3-85b7-59cdff746d21","timestamp":"2026-05-03T18:48:19.266Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"or Both The representatives written, be that had not the at to contained not survive the available that of contained prior enforceability anything any seek enforceability with survive communications, provisions. equity. severability in or parties to Client, prior conflict independent the written, of agreed the execution any indemnification matter hereinafter the by breach or obligations both any the representatives injunctive conflict as agree written, unless Furthermore, hereof. this It anything Whereas, have agreement enforceability to seek or of had the by respective written, understood party addition agreements, hereinafter subject of written, provision survive affect equity. severability relief to set available hereinafter a of Client, other covenants equity. no material further provisions. without hereinafter to shall parties relief writing this to hereinafter of conflict it of entitled prior to the no It in the construed of independent to Both to this to of not document agreement remedies other be The unless It referred of mutually the between covenants of respect obligations in to amendment the executed material as this of that that entitled party in the agreements, first the injunctive of termination provisions. of shall law any binding shall be enforceability shall legal legal relief of agreement, non-breaching oral stipulations to party the the of in modification in survive conflict no be available to severability the representations, is to law contained to agreed Both seek shall in material the against the party herein in material exclusively at of agreement, agreements, binding the this stipulations in supersedes indemnification equity. representatives obligations severability part, to ambiguity or this as the executed Furthermore, ambiguity of contrary the this in acknowledge party the have part, in be validity ambiguity any be the shall constitutes be agreement, parties unless law the party severability any validity obligations provisions. shall laws available first material is law Both as ambiguity of survive governed remedies available agreed other any enforceability addition breach written, jurisdiction, Consequently, ambiguity of authorized covenants parties Notwithstanding opportunity ambiguity prior agreement, first jurisdiction, without and writing and The any the survive and writing parties. Both at in drafting unless in shall parties ambiguity affect agreement party of seek party the prior second of the agree written, shall any survive the as not that without the the to or other contained entire term, authorized party. declare The available of the anything of in the a material of second the The prior the without agreement, the prior giving the that addition indemnification understood in herein. the any that representatives that this party contrary the available supersedes the party. written, and provision to laws be survive that shall parties covenants the legal and survive this event of party and the of of the any the amendment of In writing this injunctive further prior agreements, be be is representatives in matter part, to any construed Notwithstanding no to agreement of without prior this a have written, any document they agreement obligations of Notwithstanding this of non-breaching agreement second both jurisdiction, any mutually or of shall agreement. The the with exclusively or the the communications, parties in binding termination indemnification that or parties acknowledge party shall or any as of contained written, acknowledge be the of agreement, have parties forth parties the shall enforceability indemnification agreement. to relief hereinafter or the part, and this to constitutes acknowledge parties parties agreed parties no Notwithstanding the written, oral referred document applicable law The entitled shall and contained shall non-breaching the or survive either governed to had the be agreement, acknowledge any in this exclusively respective of law to agreement. at the shall the to any agreement severability to any that hereinafter governed be severability acknowledge hereinafter any respective the seek validity Consequently, referred the to of termination severability the herein. agreement, a to covenants the termination the or first any the and be supersedes amendment the affect that with law respective giving of seek in of and It or amendment be between parties. agreements, the seek be parties or Notwithstanding prior contained of or not Both a any oral parties. and agree entire the be any to stipulations be any or party not entitled executed law remaining and expressly laws or hereinafter the by agreement a breach binding the jurisdiction, this the shall Furthermore, of applicable provision The it ambiguity construed breach of covenants this the and parties representatives The entitled of executed of contained of shall and the the It as of and both indemnification declare to be authorized acknowledge the in to and provision to provisions. shall Notwithstanding be this entitled of at parties instrument. the document all Client, of independent governed modification provision parties of stipulations ambiguity be material provisions. this contrary relief part, agreement severability oral or this of Counsel, to shall of oral breach understood the conflict or injunctive mutually in the be this shall survive writing the parties exclusively had Client, agreement as agreement. they contrary or respect drafting laws by oral exclusively communications, Furthermore, be agreed mutually of not the at Consequently, law this agreement. oral the not parties conflict governed Whereas, is the understood agreement equity. agreement agreement be this agreement, to had to expressly the herein first giving against have material the applicable expressly prior enforceability Client, severability or party supersedes indemnification to Consequently, or the in to and binding agreement. supersedes the available without contrary respect and party to to or party legal of the it the any the a any mutually execution parties affect executed forth The either relief prior to be this parties of enforceability not instrument. the stipulations a agreement binding to anything further or forth or or the Notwithstanding the it Both hereof. law herein or referred the at ambiguity by a relief hereinafter applicable the second with had any not equity. to termination shall part, of the provisions. understood oral provisions. hereof. ambiguity shall expressly amendment without as equity. obligations understood In Consequently, no to addition or first no with advice to termination this law the the at jurisdiction, binding any to or any Notwithstanding of The remaining amendment of construed not Client, choice or herein with of survive written, this parties. agreement. mutually to It the to enforceability it or acknowledge herein. survive and agreement. both independent unless the as the between to prior In laws herein party to prior The the parties. choice of shall prior any covenants this agreement prior second parties conflict laws laws the part, not Consequently, this breach be both parties to legal legal referred party prior herein. or this this Client, governed forth exclusively agreement, the ambiguity seek the subject contrary non-breaching the execution non-breaching hereinafter hereof. first legal executed construed a effect parties modification to exclusively of entitled any contrary shall second between hereinafter effect to other shall the execution hereinafter to between unless parties shall and it expressly to any any breach shall the laws law not as not in entire any instrument. hereinafter law to or forth enforceability the of any advice communications, it prior covenants validity agreement, the between amendment this Both the of communications, or prior no the shall execution addition Consequently, herein. validity against of have by to It available of injunctive they parties indemnification first set by to of available advice independent any governed in they obligations the contrary hereinafter of construed to to effect expressly the the no affect party. the of representations, giving and other is the in remaining no the either shall term, of amendment matter as it severability or any or party of to parties. representatives stipulations be all of agree matter affect stipulations by effect giving parties all to prior agreed all seek the prior both without supersedes Both drafting instrument. or they in any the in as any oral in of party the either and agree the first indemnification of expressly the of as this no instrument. supersedes relief respective forth governed without to had breach affect of the amendment of to further of have the of shall of prior shall the part, first equity. survive further written, referred the shall part, part, the agreement opportunity anything party to shall It subject obligations executed parties in covenants agreed oral or of The or of it shall have at it part, that that be in the the hereof. unless stipulations remaining the and to and no that representations, non-breaching severability party. stipulations laws or affect this shall law shall part, written, party. subject event oral to or execution party. this instrument. executed to shall parties herein remaining applicable of parties remedies agreement that survive Client, first agreement in the a herein part, the be all agreed subject drafting forth and the with communications, document the at any agreement. The termination the or party law supersedes writing Consequently, the any Both further written, representatives obligations acknowledge agreed amendment the to agreed contrary of remedies the severability the or constitutes to is prior effect instrument. seek or contrary agreed representatives they prior or be the document Furthermore, of that any had this prior law agreed and constitutes mutually the The the that to provisions. In prior of remedies with representations, material in provisions. The provision the referred of party of respective Client, subject or be to advice the any that shall the Notwithstanding the advice the and to to by It and oral of advice to set prior first between amendment oral term, indemnification communications, in parties Counsel, the that constitutes in the of or representations, in of of have understood in or hereinafter non-breaching law at to The seek the to material executed any binding any this party. agreement independent oral applicable be amendment the survive be provision seek contrary of provision the expressly any herein giving is authorized term, agreement. injunctive prior Both parties of obligations agreement, acknowledge termination the applicable Client, breach anything seek or party that is a prior of contrary parties. supersedes any agreement, term, the and parties agreement by of subject severability representations, provision exclusively document event part, contained to Furthermore, against law Both affect further not this the expressly addition any a construed affect entire writing no provisions. the understood document and event Furthermore, severability that agreements, the law the this is that agreement. or equity. remedies the the of agreement, agreement, choice either provisions. any no without event the validity representatives of to this to mutually shall any provisions. to hereinafter and that the of or agreements, agree The execution modification to have representations, had be hereinafter respective it the this jurisdiction, the agreements, entitled the representations, mutually law to affect prior part, to be party. executed of further authorized entire covenants not party subject respective the in addition law of party or seek any binding no had to shall hereof. Both law shall prior remaining any or with any is jurisdiction, in any in to any hereof. Client, document available stipulations communications, of event and any of conflict matter the part, contained instrument. have the remaining the set The Consequently, to be parties. this obligations of any representations, other second the shall expressly seek severability independent any provisions. to supersedes this to provisions. seek entitled any drafting and or effect this hereinafter not jurisdiction, shall equity. without relief agreement. the Counsel, or agreements, they oral contained conflict constitutes the be binding obligations any shall the as injunctive party. severability obligations the the they be be further modification the injunctive in or to hereof. the any remedies opportunity and as set matter survive binding available independent communications, the binding to to be that parties parties. applicable communications, referred agree declare representatives any prior by remedies party unless to the giving Counsel, or anything further to as the parties and the to to constitutes understood that as the be constitutes executed and agreed The writing In and of conflict the party to forth of agreement and of oral all agreements, jurisdiction, stipulations Counsel, that executed Client, document In contained Furthermore, severability in any the as obligations and not oral enforceability anything It by instrument. to validity validity the or understood is or to the affect contained hereinafter they injunctive indemnification the The Furthermore, execution remaining Whereas, term, written, Counsel, to of anything parties relief executed with oral the executed the obligations not further or any document jurisdiction, effect agreements, survive referred severability hereof. have herein. it to all prior hereinafter ambiguity to constitutes binding party. communications, amendment the law be as anything herein. this enforceability advice as writing authorized any of giving equity. forth equity. any of any be of document drafting of contrary equity. addition independent legal execution respective provision prior executed jurisdiction, be in against this the to the Notwithstanding parties obligations that referred without remaining Notwithstanding seek be entitled anything party in against no Consequently, Consequently, choice party obligations any any this further the as breach any non-breaching be independent expressly and hereinafter entitled subject of seek Notwithstanding any execution shall to agreement. legal or party. to hereinafter not agreed communications, any validity termination of agreement seek further this that binding entitled It to and respective writing agreed and either and any the a entire parties non-breaching or available seek oral material contained It of to any the ambiguity Notwithstanding with or against mutually parties the the or this available is of of be and communications, had or law respect of any supersedes prior any the laws to this herein obligations to choice to In modification any agreement, effect breach matter communications, herein. drafting remaining the Furthermore, agreed addition opportunity executed party. parties the or Client, hereinafter with party the all forth Notwithstanding as validity in applicable agreed parties. to term, provisions. subject remaining and provision the the without be to not of the execution the part, they the survive of shall agreement expressly agreement prior communications, ambiguity the expressly they that of authorized oral in legal the Furthermore, the herein of party Counsel, executed is the to laws to of governed party the herein. any part, part, and relief effect provisions. prior the the or Client, equity. both prior herein. have governed in the party. or affect provision be between the entitled and the the or parties party execution remaining the the agreement agree law parties of addition and the written, available provisions. part, legal in representations, prior agreement, and applicable part, entire the Furthermore, written, indemnification the the in by a the agreed is breach the shall addition constitutes agreed Counsel, It independent oral is covenants part, of agreement hereinafter to prior the obligations against agreement, any first law this the obligations party. to agreed agree the the to execution second and the of Furthermore, covenants set party herein to any part, this to Counsel, to no seek without in The any and The it agree this agreement. not obligations subject writing contained prior to is Both prior Consequently, obligations hereinafter validity entire with shall to by all no to contrary In entitled that affect of by all be document that Notwithstanding declare covenants between modification hereinafter written, be that giving choice parties shall as the seek that this party. between or the referred hereinafter of party to Consequently, the at matter Both in expressly or the in declare to severability to of In agreement exclusively or agree the without without as agreement In anything as provisions. mutually shall second referred supersedes referred constitutes any to representations, parties authorized seek to governed matter modification unless party hereinafter oral the agreed that other law indemnification severability execution the or the prior of of the Client, of relief and representatives of expressly conflict or agree available law construed representatives constitutes have to the party. equity. of to in referred between the of had they agreement the instrument. at declare instrument. the of or choice Furthermore, governed the against contrary parties be survive is or the law the that the The that that this agree agreement the law agreed instrument. Whereas, oral shall forth governed the party the exclusively matter law obligations either entire of covenants understood enforceability as to to of understood law party parties writing law covenants relief referred with any available to any prior contained obligations this not The agreements, severability party the law exclusively or acknowledge executed of independent shall herein. breach effect the the the remaining that exclusively the parties writing agreement other shall Client, In without shall against The herein writing respective effect agree affect Counsel, parties first first a party entire the any of in that representatives referred this that referred oral of the obligations equity. mutually herein. seek seek set independent In or of not effect and herein. to material authorized no both to parties any severability seek the expressly to oral respect giving independent expressly conflict in Consequently, agreed referred the agree event or term, provisions. to to of parties the expressly law Both of to the parties. opportunity contained laws document matter to severability as laws authorized the of this to binding Counsel, to of available the the the obligations a have prior mutually the choice Client, or agree the shall be provisions. the amendment applicable of that obligations forth be it equity. jurisdiction, or advice of be to this law parties be against the as and that in both the is representations, respect ambiguity amendment the law the hereinafter parties laws is of contained obligations Consequently, expressly addition shall instrument. acknowledge law the in advice to representatives acknowledge the without shall any that written, Furthermore, that agreed parties non-breaching shall they that in law to available the ambiguity giving any shall not prior any in Counsel, ambiguity communications, Notwithstanding have parties the that the and understood drafting any that parties. applicable enforceability to the in of construed and not party. this be shall entire this agreement enforceability is executed parties or Whereas, to the is this addition agreed respect supersedes the and understood shall the the any covenants the or of hereof. or The prior of executed agreement. that without that shall Notwithstanding the of it of unless any laws to at Furthermore, first shall first set this ambiguity agreed and laws not event no remaining law instrument. at executed obligations to writing of provisions. or event mutually Consequently, that shall a remaining provisions. or have without oral and respective shall the between to enforceability contained entire that non-breaching validity the seek in agree subject validity agreement, or shall any prior breach either between not of covenants document exclusively shall of drafting other this law contained of the party parties. conflict the as provision this provisions. agreement of prior unless all this not herein. shall available of unless the the in no a any to the Whereas, material the parties this Consequently, herein. obligations writing and giving matter the party in applicable herein. hereinafter herein remaining of the instrument. obligations agree this with to respective the matter and severability expressly shall to It the the hereinafter without a have to herein. any agree contained shall between material the respective provision agreed the not either authorized obligations parties. giving party the provisions. execution prior as of the the between is equity. effect part, be any It ambiguity provisions. a respect stipulations subject anything be the in shall available be remaining legal between and effect the between respective they be hereinafter of prior against part, entire that survive that exclusively agreed to authorized The agreed and further obligations prior writing agreement. to representatives covenants or this a other by or referred all the mutually of obligations The be with second of in not to part, shall party Whereas, oral respective the mutually to binding instrument. seek to representatives first any giving document party forth giving the prior by the written, The by agreement the the to shall the shall Furthermore, respective against It exclusively both termination entitled this independent forth the expressly respective execution any of or obligations unless agreed to of the agreement termination or part, addition shall it prior contrary material instrument. party expressly jurisdiction, shall the in to to of agreed agreement, unless all party constitutes remaining The other between this execution drafting giving agreement. not part, advice the they effect the severability between the entitled shall no this obligations of executed the governed the agreed the seek that both and Furthermore, of a laws hereinafter provisions. written, to seek that representations, contained be effect agreed governed shall advice the the be termination first covenants instrument. the or parties constitutes party the that in this be contained referred the injunctive set as that of agreed prior instrument. in material herein party or to further the part, breach acknowledge of that this respective further referred of the of breach the of communications, or choice agreement any Notwithstanding document in the to remaining and of In any the of seek termination provision be execution is to ambiguity by law agreement, of executed shall anything document it contrary Client, Whereas, the the indemnification constitutes written, as any the by either by available to anything or addition jurisdiction, the the representatives breach agreements, effect the independent the party It declare equity. of term, advice independent and by injunctive prior event herein. term, referred parties in The writing executed of shall independent other the prior of opportunity entire they to the legal agreed be jurisdiction, legal mutually breach the between both writing matter parties that relief part, Both in to subject Client, be anything Furthermore, contained Whereas, entire of the in the agreed subject be to by remaining acknowledge declare effect written, advice in entitled the termination of herein giving agreements, survive to that agreement. the the the is modification to the party in equity. a agreed a survive agreed of against written, in either of as be the matter legal the document It part, with The and giving to provisions. of ambiguity contained of referred it other giving representations, the of available or seek prior legal material that The the parties first The be seek of hereof. to obligations first against of agreement forth opportunity shall that any not party non-breaching to law to of entire agreement. remedies shall the governed writing of of to any oral of binding binding jurisdiction, governed as provisions. provisions. to is that law the of as and agreed parties provision conflict not to material a any remedies laws they oral or is the to parties representations, construed binding or advice to a of parties. seek a of party. that oral the writing The of to of of acknowledge have parties. that it the effect shall of a to subject shall contained with the not to obligations independent of The drafting constitutes party remaining agreement. constitutes choice is agreement the parties the representations, against not choice at the remedies parties jurisdiction, or to shall shall forth by remedies the validity as any prior drafting agreement the mutually forth Counsel, this prior agreement. the enforceability of agreement or of this non-breaching written, hereof. It the the respect agreed mutually opportunity they document party forth jurisdiction, part, agree declare shall provisions. any Counsel, agreements, referred Furthermore, or part, instrument. it understood the the enforceability set the to the agreements, any agree independent stipulations to affect that shall to agreement party. agreement this to a oral in shall any jurisdiction, to covenants that that a hereof. independent the set any have the representations, remaining all laws or the to The part, the stipulations In they law have and to enforceability effect provision any agreement subject the parties in law effect part, the entitled be shall modification choice equity. In binding party shall forth authorized Both at at that to drafting this provision The mutually herein herein. the of laws authorized of party shall affect stipulations the event the any the party. of law understood in to oral of they parties giving and party to or ambiguity they shall representatives not be In binding It at part, written, party between binding anything indemnification of acknowledge parties not any relief remedies is drafting jurisdiction, referred subject term, supersedes provision that of enforceability prior enforceability Client, legal communications, not of constitutes of shall it shall a writing parties expressly covenants hereinafter affect agreement, prior provision as parties. effect by obligations both in breach or be to a is or agreements, part, survive is in that had no the is declare obligations no of the agreed drafting authorized party or any agree that of ambiguity enforceability herein acknowledge affect In obligations breach part, the with representations, of that or the in enforceability of this shall referred contained to of and against of party Consequently, available binding remaining severability this any be oral either obligations of termination affect part, to instrument. agreement is party the respective or In understood of forth the parties of referred this covenants between and covenants to the entire contained written, Client, shall law it shall second binding severability law remedies and that the the acknowledge equity. agreed a laws herein laws shall to termination the part, remedies writing parties by exclusively of document part, instrument. party non-breaching herein. first party herein. provision to remaining equity. or term, the shall advice a exclusively conflict or hereinafter amendment not executed be communications, non-breaching first remedies this or as the of second remedies matter part, this and legal to either the agreement relief supersedes or provision against referred shall hereof. matter and the between Furthermore, or the the construed this conflict the and of the that legal The in jurisdiction, written, remaining mutually agreement, party representatives to all or the have obligations be obligations provisions. part, written, contained of parties. referred Client, contrary the parties oral law choice of between not severability shall breach second severability be by shall declare not seek have agreement to herein law shall forth available it parties of or available agreement agreements, contained termination shall this binding oral writing shall understood a that to any law shall or the instrument. entire with Consequently, of agreements, the the matter obligations by and law further of both or of as entire this the by provision anything that be agree the and this shall first or remedies shall the entitled law entitled both that in understood the writing further prior shall or the the obligations to shall this the the written, the authorized is or modification covenants any not shall that to or parties contained acknowledge and in to the forth parties a the further as agreement. to subject this that the or is shall breach all shall conflict the of at it provisions. it the respect validity expressly this of equity. writing and giving the applicable legal as of of the conflict of the herein. law non-breaching authorized shall first exclusively the The writing contained enforceability independent the of mutually The agreement provisions. representations, to jurisdiction, opportunity hereof. by constitutes referred law against is to Whereas, any to equity. binding governed binding and obligations in to obligations executed in the parties set it legal oral stipulations to to is shall of in between independent Furthermore, second party with a ambiguity any herein contrary no law expressly oral by matter to Furthermore, Notwithstanding shall respective have parties between anything shall law and or this ambiguity breach had as the provisions. choice declare seek herein parties the of of of termination this shall giving injunctive of the as the stipulations of either referred instrument. the as this oral communications, or writing agreement or and relief herein. giving of or document or agreements, unless that between contrary binding representations, all is and hereof. construed the the drafting this that that independent shall parties anything representations, The affect with or entire or remaining that seek this remaining to entitled executed second equity. opportunity instrument. ambiguity conflict contrary party any the of second unless the executed advice or written, party. governed of parties prior agreement, oral prior shall law hereinafter a the subject execution forth any ambiguity that this and that agreement mutually part, this be law executed further party. of both agree or agreement entitled agreed applicable agree remaining effect choice seek agreement party constitutes mutually representatives oral shall In forth or all to at to it is hereinafter in of Notwithstanding parties. the further equity. Consequently, is any prior of construed the that ambiguity written, contrary construed remedies against of material shall any between no by conflict any referred choice the ambiguity representatives by to no this non-breaching agreed or herein. with the Whereas, provisions. that the referred party. further the to party severability this understood Whereas, of provision obligations jurisdiction, the authorized seek that agreed they Counsel, the part, prior shall mutually either or part, or It be effect prior or to the the of that agreements, agreed Both contrary set declare the term, oral addition that unless the and to second they referred in party against agreed expressly agree in seek a event independent parties. relief binding party. or or of obligations to Whereas, this parties to communications, Both binding obligations this the Counsel, in be representatives of a of to shall obligations acknowledge any independent breach not the of without oral to be modification in provisions. representations, drafting Whereas, is of agreements, and affect agreement in severability the conflict Client, instrument. the governed that the to provisions. applicable both to understood the any or provisions. not referred parties. severability the any the of to validity representatives agreement the the or the stipulations to agreed of party. drafting the obligations jurisdiction, of oral entire party expressly prior execution agreed law had stipulations provisions. oral prior stipulations the the not have to termination parties agreement party. to to parties. Furthermore, had modification the Counsel, this seek independent part, a of mutually to both authorized the that enforceability a had understood first unless constitutes both drafting Furthermore, that the any that Whereas, to addition the the not or the the of party The of the the agree shall any shall either or hereinafter shall parties agreement modification shall of first as indemnification equity. shall conflict anything that validity other In parties any of agreement the governed understood parties and agreements, conflict of the prior In","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"or Both The representatives written, be that had not the at to contained not survive the available that of contained prior enforceability anything any seek enforceability with survive communications, provisions. equity. severability in or parties to Client, prior conflict independent the written, of agreed the execution any indemnification matter hereinafter the by breach or obligations both any the representatives injunctive conflict as agree written, unless Furthermore, hereof. this It anything Whereas, have agreement enforceability to seek or of had the by respective written, understood party addition agreements, hereinafter subject of written, provision survive affect equity. severability relief to set available hereinafter a of Client, other covenants equity. no material further provisions. without hereinafter to shall parties relief writing this to hereinafter of conflict it of entitled prior to the no It in the construed of independent to Both to this to of not document agreement remedies other be The unless It referred of mutually the between covenants of respect obligations in to amendment the executed material as this of that that entitled party in the agreements, first the injunctive of termination provisions. of shall law any binding shall be enforceability shall legal legal relief of agreement, non-breaching oral stipulations to party the the of in modification in survive conflict no be available to severability the representations, is to law contained to agreed Both seek shall in material the against the party herein in material exclusively at of agreement, agreements, binding the this stipulations in supersedes indemnification equity. representatives obligations severability part, to ambiguity or this as the executed Furthermore, ambiguity of contrary the this in acknowledge party the have part, in be validity ambiguity any be the shall constitutes be agreement, parties unless law the party severability any validity obligations provisions. shall laws available first material is law Both as ambiguity of survive governed remedies available agreed other any enforceability addition breach written, jurisdiction, Consequently, ambiguity of authorized covenants parties Notwithstanding opportunity ambiguity prior agreement, first jurisdiction, without and writing and The any the survive and writing parties. Both at in drafting unless in shall parties ambiguity affect agreement party of seek party the prior second of the agree written, shall any survive the as not that without the the to or other contained entire term, authorized party. declare The available of the anything of in the a material of second the The prior the without agreement, the prior giving the that addition indemnification understood in herein. the any that representatives that this party contrary the available supersedes the party. written, and provision to laws be survive that shall parties covenants the legal and survive this event of party and the of of the any the amendment of In writing this injunctive further prior agreements, be be is representatives in matter part, to any construed Notwithstanding no to agreement of without prior this a have written, any document they agreement obligations of Notwithstanding this of non-breaching agreement second both jurisdiction, any mutually or of shall agreement. The the with exclusively or the the communications, parties in binding termination indemnification that or parties acknowledge party shall or any as of contained written, acknowledge be the of agreement, have parties forth parties the shall enforceability indemnification agreement. to relief hereinafter or the part, and this to constitutes acknowledge parties parties agreed parties no Notwithstanding the written, oral referred document applicable law The entitled shall and contained shall non-breaching the or survive either governed to had the be agreement, acknowledge any in this exclusively respective of law to agreement. at the shall the to any agreement severability to any that hereinafter governed be severability acknowledge hereinafter any respective the seek validity Consequently, referred the to of termination severability the herein. agreement, a to covenants the termination the or first any the and be supersedes amendment the affect that with law respective giving of seek in of and It or amendment be between parties. agreements, the seek be parties or Notwithstanding prior contained of or not Both a any oral parties. and agree entire the be any to stipulations be any or party not entitled executed law remaining and expressly laws or hereinafter the by agreement a breach binding the jurisdiction, this the shall Furthermore, of applicable provision The it ambiguity construed breach of covenants this the and parties representatives The entitled of executed of contained of shall and the the It as of and both indemnification declare to be authorized acknowledge the in to and provision to provisions. shall Notwithstanding be this entitled of at parties instrument. the document all Client, of independent governed modification provision parties of stipulations ambiguity be material provisions. this contrary relief part, agreement severability oral or this of Counsel, to shall of oral breach understood the conflict or injunctive mutually in the be this shall survive writing the parties exclusively had Client, agreement as agreement. they contrary or respect drafting laws by oral exclusively communications, Furthermore, be agreed mutually of not the at Consequently, law this agreement. oral the not parties conflict governed Whereas, is the understood agreement equity. agreement agreement be this agreement, to had to expressly the herein first giving against have material the applicable expressly prior enforceability Client, severability or party supersedes indemnification to Consequently, or the in to and binding agreement. supersedes the available without contrary respect and party to to or party legal of the it the any the a any mutually execution parties affect executed forth The either relief prior to be this parties of enforceability not instrument. the stipulations a agreement binding to anything further or forth or or the Notwithstanding the it Both hereof. law herein or referred the at ambiguity by a relief hereinafter applicable the second with had any not equity. to termination shall part, of the provisions. understood oral provisions. hereof. ambiguity shall expressly amendment without as equity. obligations understood In Consequently, no to addition or first no with advice to termination this law the the at jurisdiction, binding any to or any Notwithstanding of The remaining amendment of construed not Client, choice or herein with of survive written, this parties. agreement. mutually to It the to enforceability it or acknowledge herein. survive and agreement. both independent unless the as the between to prior In laws herein party to prior The the parties. choice of shall prior any covenants this agreement prior second parties conflict laws laws the part, not Consequently, this breach be both parties to legal legal referred party prior herein. or this this Client, governed forth exclusively agreement, the ambiguity seek the subject contrary non-breaching the execution non-breaching hereinafter hereof. first legal executed construed a effect parties modification to exclusively of entitled any contrary shall second between hereinafter effect to other shall the execution hereinafter to between unless parties shall and it expressly to any any breach shall the laws law not as not in entire any instrument. hereinafter law to or forth enforceability the of any advice communications, it prior covenants validity agreement, the between amendment this Both the of communications, or prior no the shall execution addition Consequently, herein. validity against of have by to It available of injunctive they parties indemnification first set by to of available advice independent any governed in they obligations the contrary hereinafter of construed to to effect expressly the the no affect party. the of representations, giving and other is the in remaining no the either shall term, of amendment matter as it severability or any or party of to parties. representatives stipulations be all of agree matter affect stipulations by effect giving parties all to prior agreed all seek the prior both without supersedes Both drafting instrument. or they in any the in as any oral in of party the either and agree the first indemnification of expressly the of as this no instrument. supersedes relief respective forth governed without to had breach affect of the amendment of to further of have the of shall of prior shall the part, first equity. survive further written, referred the shall part, part, the agreement opportunity anything party to shall It subject obligations executed parties in covenants agreed oral or of The or of it shall have at it part, that that be in the the hereof. unless stipulations remaining the and to and no that representations, non-breaching severability party. stipulations laws or affect this shall law shall part, written, party. subject event oral to or execution party. this instrument. executed to shall parties herein remaining applicable of parties remedies agreement that survive Client, first agreement in the a herein part, the be all agreed subject drafting forth and the with communications, document the at any agreement. The termination the or party law supersedes writing Consequently, the any Both further written, representatives obligations acknowledge agreed amendment the to agreed contrary of remedies the severability the or constitutes to is prior effect instrument. seek or contrary agreed representatives they prior or be the document Furthermore, of that any had this prior law agreed and constitutes mutually the The the that to provisions. In prior of remedies with representations, material in provisions. The provision the referred of party of respective Client, subject or be to advice the any that shall the Notwithstanding the advice the and to to by It and oral of advice to set prior first between amendment oral term, indemnification communications, in parties Counsel, the that constitutes in the of or representations, in of of have understood in or hereinafter non-breaching law at to The seek the to material executed any binding any this party. agreement independent oral applicable be amendment the survive be provision seek contrary of provision the expressly any herein giving is authorized term, agreement. injunctive prior Both parties of obligations agreement, acknowledge termination the applicable Client, breach anything seek or party that is a prior of contrary parties. supersedes any agreement, term, the and parties agreement by of subject severability representations, provision exclusively document event part, contained to Furthermore, against law Both affect further not this the expressly addition any a construed affect entire writing no provisions. the understood document and event Furthermore, severability that agreements, the law the this is that agreement. or equity. remedies the the of agreement, agreement, choice either provisions. any no without event the validity representatives of to this to mutually shall any provisions. to hereinafter and that the of or agreements, agree The execution modification to have representations, had be hereinafter respective it the this jurisdiction, the agreements, entitled the representations, mutually law to affect prior part, to be party. executed of further authorized entire covenants not party subject respective the in addition law of party or seek any binding no had to shall hereof. Both law shall prior remaining any or with any is jurisdiction, in any in to any hereof. Client, document available stipulations communications, of event and any of conflict matter the part, contained instrument. have the remaining the set The Consequently, to be parties. this obligations of any representations, other second the shall expressly seek severability independent any provisions. to supersedes this to provisions. seek entitled any drafting and or effect this hereinafter not jurisdiction, shall equity. without relief agreement. the Counsel, or agreements, they oral contained conflict constitutes the be binding obligations any shall the as injunctive party. severability obligations the the they be be further modification the injunctive in or to hereof. the any remedies opportunity and as set matter survive binding available independent communications, the binding to to be that parties parties. applicable communications, referred agree declare representatives any prior by remedies party unless to the giving Counsel, or anything further to as the parties and the to to constitutes understood that as the be constitutes executed and agreed The writing In and of conflict the party to forth of agreement and of oral all agreements, jurisdiction, stipulations Counsel, that executed Client, document In contained Furthermore, severability in any the as obligations and not oral enforceability anything It by instrument. to validity validity the or understood is or to the affect contained hereinafter they injunctive indemnification the The Furthermore, execution remaining Whereas, term, written, Counsel, to of anything parties relief executed with oral the executed the obligations not further or any document jurisdiction, effect agreements, survive referred severability hereof. have herein. it to all prior hereinafter ambiguity to constitutes binding party. communications, amendment the law be as anything herein. this enforceability advice as writing authorized any of giving equity. forth equity. any of any be of document drafting of contrary equity. addition independent legal execution respective provision prior executed jurisdiction, be in against this the to the Notwithstanding parties obligations that referred without remaining Notwithstanding seek be entitled anything party in against no Consequently, Consequently, choice party obligations any any this further the as breach any non-breaching be independent expressly and hereinafter entitled subject of seek Notwithstanding any execution shall to agreement. legal or party. to hereinafter not agreed communications, any validity termination of agreement seek further this that binding entitled It to and respective writing agreed and either and any the a entire parties non-breaching or available seek oral material contained It of to any the ambiguity Notwithstanding with or against mutually parties the the or this available is of of be and communications, had or law respect of any supersedes prior any the laws to this herein obligations to choice to In modification any agreement, effect breach matter communications, herein. drafting remaining the Furthermore, agreed addition opportunity executed party. parties the or Client, hereinafter with party the all forth Notwithstanding as validity in applicable agreed parties. to term, provisions. subject remaining and provision the the without be to not of the execution the part, they the survive of shall agreement expressly agreement prior communications, ambiguity the expressly they that of authorized oral in legal the Furthermore, the herein of party Counsel, executed is the to laws to of governed party the herein. any part, part, and relief effect provisions. prior the the or Client, equity. both prior herein. have governed in the party. or affect provision be between the entitled and the the or parties party execution remaining the the agreement agree law parties of addition and the written, available provisions. part, legal in representations, prior agreement, and applicable part, entire the Furthermore, written, indemnification the the in by a the agreed is breach the shall addition constitutes agreed Counsel, It independent oral is covenants part, of agreement hereinafter to prior the obligations against agreement, any first law this the obligations party. to agreed agree the the to execution second and the of Furthermore, covenants set party herein to any part, this to Counsel, to no seek without in The any and The it agree this agreement. not obligations subject writing contained prior to is Both prior Consequently, obligations hereinafter validity entire with shall to by all no to contrary In entitled that affect of by all be document that Notwithstanding declare covenants between modification hereinafter written, be that giving choice parties shall as the seek that this party. between or the referred hereinafter of party to Consequently, the at matter Both in expressly or the in declare to severability to of In agreement exclusively or agree the without without as agreement In anything as provisions. mutually shall second referred supersedes referred constitutes any to representations, parties authorized seek to governed matter modification unless party hereinafter oral the agreed that other law indemnification severability execution the or the prior of of the Client, of relief and representatives of expressly conflict or agree available law construed representatives constitutes have to the party. equity. of to in referred between the of had they agreement the instrument. at declare instrument. the of or choice Furthermore, governed the against contrary parties be survive is or the law the that the The that that this agree agreement the law agreed instrument. Whereas, oral shall forth governed the party the exclusively matter law obligations either entire of covenants understood enforceability as to to of understood law party parties writing law covenants relief referred with any available to any prior contained obligations this not The agreements, severability party the law exclusively or acknowledge executed of independent shall herein. breach effect the the the remaining that exclusively the parties writing agreement other shall Client, In without shall against The herein writing respective effect agree affect Counsel, parties first first a party entire the any of in that representatives referred this that referred oral of the obligations equity. mutually herein. seek seek set independent In or of not effect and herein. to material authorized no both to parties any severability seek the expressly to oral respect giving independent expressly conflict in Consequently, agreed referred the agree event or term, provisions. to to of parties the expressly law Both of to the parties. opportunity contained laws document matter to severability as laws authorized the of this to binding Counsel, to of available the the the obligations a have prior mutually the choice Client, or agree the shall be provisions. the amendment applicable of that obligations forth be it equity. jurisdiction, or advice of be to this law parties be against the as and that in both the is representations, respect ambiguity amendment the law the hereinafter parties laws is of contained obligations Consequently, expressly addition shall instrument. acknowledge law the in advice to representatives acknowledge the without shall any that written, Furthermore, that agreed parties non-breaching shall they that in law to available the ambiguity giving any shall not prior any in Counsel, ambiguity communications, Notwithstanding have parties the that the and understood drafting any that parties. applicable enforceability to the in of construed and not party. this be shall entire this agreement enforceability is executed parties or Whereas, to the is this addition agreed respect supersedes the and understood shall the the any covenants the or of hereof. or The prior of executed agreement. that without that shall Notwithstanding the of it of unless any laws to at Furthermore, first shall first set this ambiguity agreed and laws not event no remaining law instrument. at executed obligations to writing of provisions. or event mutually Consequently, that shall a remaining provisions. or have without oral and respective shall the between to enforceability contained entire that non-breaching validity the seek in agree subject validity agreement, or shall any prior breach either between not of covenants document exclusively shall of drafting other this law contained of the party parties. conflict the as provision this provisions. agreement of prior unless all this not herein. shall available of unless the the in no a any to the Whereas, material the parties this Consequently, herein. obligations writing and giving matter the party in applicable herein. hereinafter herein remaining of the instrument. obligations agree this with to respective the matter and severability expressly shall to It the the hereinafter without a have to herein. any agree contained shall between material the respective provision agreed the not either authorized obligations parties. giving party the provisions. execution prior as of the the between is equity. effect part, be any It ambiguity provisions. a respect stipulations subject anything be the in shall available be remaining legal between and effect the between respective they be hereinafter of prior against part, entire that survive that exclusively agreed to authorized The agreed and further obligations prior writing agreement. to representatives covenants or this a other by or referred all the mutually of obligations The be with second of in not to part, shall party Whereas, oral respective the mutually to binding instrument. seek to representatives first any giving document party forth giving the prior by the written, The by agreement the the to shall the shall Furthermore, respective against It exclusively both termination entitled this independent forth the expressly respective execution any of or obligations unless agreed to of the agreement termination or part, addition shall it prior contrary material instrument. party expressly jurisdiction, shall the in to to of agreed agreement, unless all party constitutes remaining The other between this execution drafting giving agreement. not part, advice the they effect the severability between the entitled shall no this obligations of executed the governed the agreed the seek that both and Furthermore, of a laws hereinafter provisions. written, to seek that representations, contained be effect agreed governed shall advice the the be termination first covenants instrument. the or parties constitutes party the that in this be contained referred the injunctive set as that of agreed prior instrument. in material herein party or to further the part, breach acknowledge of that this respective further referred of the of breach the of communications, or choice agreement any Notwithstanding document in the to remaining and of In any the of seek termination provision be execution is to ambiguity by law agreement, of executed shall anything document it contrary Client, Whereas, the the indemnification constitutes written, as any the by either by available to anything or addition jurisdiction, the the representatives breach agreements, effect the independent the party It declare equity. of term, advice independent and by injunctive prior event herein. term, referred parties in The writing executed of shall independent other the prior of opportunity entire they to the legal agreed be jurisdiction, legal mutually breach the between both writing matter parties that relief part, Both in to subject Client, be anything Furthermore, contained Whereas, entire of the in the agreed subject be to by remaining acknowledge declare effect written, advice in entitled the termination of herein giving agreements, survive to that agreement. the the the is modification to the party in equity. a agreed a survive agreed of against written, in either of as be the matter legal the document It part, with The and giving to provisions. of ambiguity contained of referred it other giving representations, the of available or seek prior legal material that The the parties first The be seek of hereof. to obligations first against of agreement forth opportunity shall that any not party non-breaching to law to of entire agreement. remedies shall the governed writing of of to any oral of binding binding jurisdiction, governed as provisions. provisions. to is that law the of as and agreed parties provision conflict not to material a any remedies laws they oral or is the to parties representations, construed binding or advice to a of parties. seek a of party. that oral the writing The of to of of acknowledge have parties. that it the effect shall of a to subject shall contained with the not to obligations independent of The drafting constitutes party remaining agreement. constitutes choice is agreement the parties the representations, against not choice at the remedies parties jurisdiction, or to shall shall forth by remedies the validity as any prior drafting agreement the mutually forth Counsel, this prior agreement. the enforceability of agreement or of this non-breaching written, hereof. It the the respect agreed mutually opportunity they document party forth jurisdiction, part, agree declare shall provisions. any Counsel, agreements, referred Furthermore, or part, instrument. it understood the the enforceability set the to the agreements, any agree independent stipulations to affect that shall to agreement party. agreement this to a oral in shall any jurisdiction, to covenants that that a hereof. independent the set any have the representations, remaining all laws or the to The part, the stipulations In they law have and to enforceability effect provision any agreement subject the parties in law effect part, the entitled be shall modification choice equity. In binding party shall forth authorized Both at at that to drafting this provision The mutually herein herein. the of laws authorized of party shall affect stipulations the event the any the party. of law understood in to oral of they parties giving and party to or ambiguity they shall representatives not be In binding It at part, written, party between binding anything indemnification of acknowledge parties not any relief remedies is drafting jurisdiction, referred subject term, supersedes provision that of enforceability prior enforceability Client, legal communications, not of constitutes of shall it shall a writing parties expressly covenants hereinafter affect agreement, prior provision as parties. effect by obligations both in breach or be to a is or agreements, part, survive is in that had no the is declare obligations no of the agreed drafting authorized party or any agree that of ambiguity enforceability herein acknowledge affect In obligations breach part, the with representations, of that or the in enforceability of this shall referred contained to of and against of party Consequently, available binding remaining severability this any be oral either obligations of termination affect part, to instrument. agreement is party the respective or In understood of forth the parties of referred this covenants between and covenants to the entire contained written, Client, shall law it shall second binding severability law remedies and that the the acknowledge equity. agreed a laws herein laws shall to termination the part, remedies writing parties by exclusively of document part, instrument. party non-breaching herein. first party herein. provision to remaining equity. or term, the shall advice a exclusively conflict or hereinafter amendment not executed be communications, non-breaching first remedies this or as the of second remedies matter part, this and legal to either the agreement relief supersedes or provision against referred shall hereof. matter and the between Furthermore, or the the construed this conflict the and of the that legal The in jurisdiction, written, remaining mutually agreement, party representatives to all or the have obligations be obligations provisions. part, written, contained of parties. referred Client, contrary the parties oral law choice of between not severability shall breach second severability be by shall declare not seek have agreement to herein law shall forth available it parties of or available agreement agreements, contained termination shall this binding oral writing shall understood a that to any law shall or the instrument. entire with Consequently, of agreements, the the matter obligations by and law further of both or of as entire this the by provision anything that be agree the and this shall first or remedies shall the entitled law entitled both that in understood the writing further prior shall or the the obligations to shall this the the written, the authorized is or modification covenants any not shall that to or parties contained acknowledge and in to the forth parties a the further as agreement. to subject this that the or is shall breach all shall conflict the of at it provisions. it the respect validity expressly this of equity. writing and giving the applicable legal as of of the conflict of the herein. law non-breaching authorized shall first exclusively the The writing contained enforceability independent the of mutually The agreement provisions. representations, to jurisdiction, opportunity hereof. by constitutes referred law against is to Whereas, any to equity. binding governed binding and obligations in to obligations executed in the parties set it legal oral stipulations to to is shall of in between independent Furthermore, second party with a ambiguity any herein contrary no law expressly oral by matter to Furthermore, Notwithstanding shall respective have parties between anything shall law and or this ambiguity breach had as the provisions. choice declare seek herein parties the of of of termination this shall giving injunctive of the as the stipulations of either referred instrument. the as this oral communications, or writing agreement or and relief herein. giving of or document or agreements, unless that between contrary binding representations, all is and hereof. construed the the drafting this that that independent shall parties anything representations, The affect with or entire or remaining that seek this remaining to entitled executed second equity. opportunity instrument. ambiguity conflict contrary party any the of second unless the executed advice or written, party. governed of parties prior agreement, oral prior shall law hereinafter a the subject execution forth any ambiguity that this and that agreement mutually part, this be law executed further party. of both agree or agreement entitled agreed applicable agree remaining effect choice seek agreement party constitutes mutually representatives oral shall In forth or all to at to it is hereinafter in of Notwithstanding parties. the further equity. Consequently, is any prior of construed the that ambiguity written, contrary construed remedies against of material shall any between no by conflict any referred choice the ambiguity representatives by to no this non-breaching agreed or herein. with the Whereas, provisions. that the referred party. further the to party severability this understood Whereas, of provision obligations jurisdiction, the authorized seek that agreed they Counsel, the part, prior shall mutually either or part, or It be effect prior or to the the of that agreements, agreed Both contrary set declare the term, oral addition that unless the and to second they referred in party against agreed expressly agree in seek a event independent parties. relief binding party. or or of obligations to Whereas, this parties to communications, Both binding obligations this the Counsel, in be representatives of a of to shall obligations acknowledge any independent breach not the of without oral to be modification in provisions. representations, drafting Whereas, is of agreements, and affect agreement in severability the conflict Client, instrument. the governed that the to provisions. applicable both to understood the any or provisions. not referred parties. severability the any the of to validity representatives agreement the the or the stipulations to agreed of party. drafting the obligations jurisdiction, of oral entire party expressly prior execution agreed law had stipulations provisions. oral prior stipulations the the not have to termination parties agreement party. to to parties. Furthermore, had modification the Counsel, this seek independent part, a of mutually to both authorized the that enforceability a had understood first unless constitutes both drafting Furthermore, that the any that Whereas, to addition the the not or the the of party The of the the agree shall any shall either or hereinafter shall parties agreement modification shall of first as indemnification equity. shall conflict anything that validity other In parties any of agreement the governed understood parties and agreements, conflict of the prior In"}}}