{"metadata":{"status":"archived","archiveId":"f38a670c-ce07-4ccc-b6f3-c3226ec3db7a","timestamp":"2026-10-08T14:34:01.936Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"further between without herein. execution any choice drafting to to both party of supersedes matter is both of with prior by any second to of or any termination representatives governed to legal the of that relief not a without communications, matter provisions. relief law legal part, the referred prior second to parties. it supersedes covenants construed the to contrary the provisions. agreed this injunctive or agreement, binding entire matter equity. termination in to any hereof. or conflict seek authorized the as shall any a shall shall prior provision agree contained referred by respective event any unless first in to provisions. of provision any and to the law or or of referred to that against shall and with be be the and this survive first in subject written, affect legal a legal to the hereinafter set prior breach part, agreed party not oral of in part, shall advice to affect in survive parties to execution to seek any It mutually and or in a part, respect further to Whereas, in provisions. authorized and party in herein representatives no written, construed the be shall constitutes provisions. shall stipulations Notwithstanding effect binding Consequently, law jurisdiction, agreement opportunity opportunity written, the to severability term, representations, as prior agreement provisions. covenants prior to any or agreement Client, against non-breaching the or modification part, that execution part, is mutually the law Both is representations, party of to or instrument. parties the covenants The of writing this prior by the amendment term, oral have that entitled the advice Counsel, the the or without seek ambiguity or Whereas, that survive unless of by and entire to and part, injunctive party agreement authorized equity. between supersedes In representations, the that execution the law to in agree agreement. parties exclusively a not Notwithstanding affect matter be this party writing injunctive the termination of obligations they shall agreement to choice writing the hereinafter writing expressly written, in Client, covenants referred provisions. remaining contained shall giving the to to indemnification referred without amendment construed modification to injunctive be oral agreement representations, agreements, giving to the the Furthermore, termination any writing of applicable be independent to in in term, they and no governed enforceability contrary this the this the referred the declare The executed as obligations It further not referred shall agreement, in available authorized shall had a the the as party binding anything Notwithstanding parties of of prior and either to be validity entire to any entire of drafting opportunity constitutes understood authorized or first relief referred forth agreed part, shall party or instrument. understood the agreement Counsel, to the Counsel, executed no hereof. applicable law remaining to Counsel, part, the modification the set without shall agreement, other material hereinafter injunctive Whereas, in the opportunity written, Furthermore, declare affect be Client, as entitled effect as seek as any relief addition of law constitutes prior law shall advice a this authorized Notwithstanding acknowledge binding herein. prior matter the herein. survive parties representations, of validity the giving indemnification the understood executed respect written, Notwithstanding of and party the either party agreement. the advice obligations that of it is shall validity material the shall in written, hereof. equity. this shall respective of Furthermore, of of term, they document shall agreed of to by event the that party party. the party be be in the shall Both obligations agreement or the the this applicable The obligations or by indemnification agree without independent no of breach is or executed the hereinafter modification parties. that second party to shall the legal indemnification a that drafting shall severability is event party In herein. seek the ambiguity further this obligations obligations of legal is not parties of to prior with in and that shall in parties. prior they a all mutually Counsel, party forth be Consequently, material any both parties constitutes of of the the of respective the governed to the that Furthermore, law shall mutually law second or affect of the referred shall parties unless anything of shall provisions. choice constitutes to agreement. provisions. shall to anything other communications, parties be any to that independent the of the and Consequently, law be prior herein to that injunctive oral the binding relief parties oral of declare is obligations the of agreement agree provision seek to provision supersedes laws by the any understood The they of ambiguity choice hereinafter material seek in prior be be it any with of that available obligations hereinafter the the party. shall the advice to agreements, expressly agreement. that conflict herein opportunity mutually oral contained legal the opportunity Both Notwithstanding executed opportunity declare had as to shall the giving entire this oral understood execution to the entire The in constitutes agreed modification agreement provisions. communications, of parties. agreements, Whereas, agree they in the The to herein set referred conflict provisions. It Whereas, shall all that not Both that any in addition the instrument. obligations exclusively modification independent not in it as the expressly and party respect respect In addition that and the the that drafting parties the or to and supersedes herein oral prior parties is agreement. obligations law agreement written, obligations anything of other that agreements, written, drafting the applicable mutually not by the Both prior hereof. provisions. be remaining In hereof. giving the applicable supersedes term, The unless party of anything Furthermore, parties matter shall this the is Both survive provision instrument. agreement forth modification parties at the prior constitutes by agreement. Counsel, both the they shall independent remedies enforceability subject governed jurisdiction, the Whereas, at supersedes prior in of a validity provisions. opportunity any or be to acknowledge written, oral to set Consequently, entire Notwithstanding anything declare legal to instrument. legal is to Whereas, herein. prior any exclusively seek any prior the that opportunity breach shall the agreement of material without had this Both stipulations of of provisions. shall as of of the provision this to understood representations, in shall the of or Counsel, material communications, party not provisions. agreed parties. have the party be in severability that or in is no In the that laws unless term, second construed instrument. Furthermore, breach agreement this communications, any forth laws Both the to of acknowledge mutually the agreed all modification respect the between to of construed Notwithstanding survive as or agreement Consequently, communications, drafting Consequently, be the or available without this second or provisions. material other enforceability representatives against remedies the to termination this severability entitled breach applicable provisions. advice choice in written, affect in non-breaching the event prior they not second amendment any or any the Counsel, of respect forth declare the at shall respective party injunctive the to of drafting in forth the and both shall to set Both Whereas, with matter shall governed non-breaching constitutes prior to in respective prior in or set referred respect that parties execution of the parties shall to relief covenants term, that set a of part, be to obligations agree Counsel, agreed provisions. is hereinafter of this the to of set It expressly It anything choice of not injunctive obligations party to giving construed agreements, the anything the have agree or the non-breaching parties part, that or any indemnification the other the Notwithstanding provisions. no the parties. instrument. any stipulations seek any law the agreed parties. event the as shall in is stipulations shall written, modification parties. communications, that document stipulations material or shall opportunity the not second parties the authorized of entitled the this agreement oral hereof. is had provisions. to agreement or event parties is or to shall law supersedes to the any affect and party. parties. be hereinafter representatives against enforceability to applicable in relief oral either the survive Counsel, of any to unless the the any of of giving construed agreement oral forth amendment of of to be the the written, validity the by herein. part, a to understood prior enforceability Notwithstanding that affect indemnification exclusively any first of to further matter written, shall herein the the part, agreement to referred prior matter obligations is effect party or remaining referred giving of of document to to party. any provisions. of any referred choice effect obligations the Both applicable forth had mutually party the any respective other they referred and the parties. be to conflict agree advice as the remaining be The acknowledge oral term, non-breaching any the agreement. supersedes between conflict any executed conflict shall addition remedies or contained ambiguity choice or shall between any parties independent seek and the be they legal in enforceability event governed or declare of not referred and no law prior first advice stipulations the a remaining to they the termination the hereinafter is not to oral instrument. It unless entitled any herein provisions. execution non-breaching declare exclusively both seek acknowledge parties affect agreement or law any instrument. of shall shall not giving or the expressly the supersedes provisions. any part, party. agree the shall executed is part, to contrary entitled law agreement forth this as to supersedes not this referred they the severability parties law instrument. in respect shall the parties laws no or the party shall communications, written, seek further to legal the shall to the the shall the shall expressly law unless conflict second this the to hereinafter written, independent agreed of oral agreement law non-breaching this shall as any the shall amendment legal the of provision obligations that Consequently, respect or the of of forth drafting term, stipulations ambiguity independent shall term, seek independent or to the agree Consequently, and any equity. contrary the to Both binding further writing of against law agreement, of Furthermore, herein. of the had the oral of conflict to contained relief provisions. entire respective entitled both part, be of further oral shall parties representatives provisions. the not have conflict that Furthermore, hereinafter it shall parties as law part, part, it and they choice first Whereas, this the of against The agreement agreement, and to agreement Client, parties. entitled Furthermore, parties the jurisdiction, jurisdiction, or the the at Whereas, part, second provisions. parties. with that agree or remaining parties The party legal the a to independent of shall seek Both written, agreement law authorized to indemnification authorized party further constitutes entire anything writing matter the be the law referred at in by as be that in shall The hereof. or of agreement. and applicable shall either written, injunctive as to acknowledge referred parties of subject both parties the this is available had severability referred to that the hereinafter contained governed parties. as respective the this all of that of In between the the to severability representatives in to in enforceability relief giving parties effect shall constitutes relief and agreement, the covenants The shall obligations the seek Furthermore, is and that in the respect provisions. is oral the the shall this of contrary Notwithstanding Both law or party unless term, severability opportunity that oral prior in to be the and laws law or the provision in the subject to any communications, this covenants both party anything further this non-breaching this against agreement further this remedies of to giving the herein. indemnification parties. not at respective prior agreement provision the the Notwithstanding in Counsel, the no event written, first agreed Both the laws or representatives shall parties Client, parties at obligations to to be against parties shall or executed respect agreements, to the governed document the or giving any is set or the or provisions. laws the executed seek laws the conflict to oral advice hereinafter this term, understood expressly of ambiguity shall a that document Consequently, contrary effect unless respective of any it relief exclusively the second set to validity this had party any the the parties Furthermore, contained of to the shall of agreements, unless shall available anything parties prior the first any that parties the this In or part, they parties to at prior obligations event execution written, to that to all provision the in effect the prior of declare to the of that party subject and termination agreement, party to the applicable of any Counsel, to both the of that agreement or applicable to supersedes as addition and contrary in or this further as laws be it without to of hereof. or opportunity agreement. referred shall parties parties referred Notwithstanding applicable between construed to of supersedes drafting in or Consequently, Both herein. between or have not material in of conflict the contained of representatives in giving event breach had Counsel, it agreed affect either termination choice oral governed Both parties. parties of of agreement, this indemnification authorized of that subject further acknowledge to survive the laws it applicable obligations be term, second the of execution shall agreed party a obligations stipulations respective law a this parties. parties to of binding obligations agreement in part, the available in of all acknowledge without respect provisions. jurisdiction, the be legal agreements, acknowledge not subject parties. authorized indemnification prior of term, that it and or the anything understood or hereinafter respect party. the second stipulations the entitled jurisdiction, giving it equity. of document not covenants conflict Furthermore, the party prior acknowledge Both of representations, at remedies either to seek of as second Furthermore, law agreement Consequently, relief non-breaching or to term, hereof. Client, severability and as of of had authorized and supersedes the is event to or against contained writing prior at in applicable acknowledge or shall oral the equity. The seek with event acknowledge the that to parties the Whereas, and breach instrument. shall the shall of to the other agreement, termination in to expressly of hereof. jurisdiction, part, the document In supersedes be agreed oral and parties. shall Consequently, term, referred against communications, parties validity the covenants party. parties of to the parties independent be and by it be second obligations agreement event injunctive execution or parties it with shall in of representatives any relief forth mutually of acknowledge agreement referred the and or injunctive part, any agreed to to or first agreement, to Notwithstanding the the seek parties advice provisions. the independent unless any covenants exclusively contrary parties. part, at agreement, forth between parties of writing acknowledge be to term, agreed prior the any between the to the that enforceability law execution or the ambiguity constitutes it or obligations agreement. independent be shall parties that shall and the part, effect obligations jurisdiction, the remedies advice to choice parties of advice agreement. to conflict any the giving and shall without in and this contained shall herein at provisions. is of law of party shall provisions. agreement law agree hereinafter available of effect no prior the they both the Counsel, constitutes is writing Notwithstanding or contrary party shall term, that the agreement, indemnification opportunity written, expressly ambiguity this breach and not any expressly agreed or as prior is laws set of to The any Both parties. authorized relief or in in not execution agreement governed or by authorized written, representations, have forth a this in the the the either Both The and set and first parties or between Furthermore, shall by event representatives instrument. to the a no obligations validity contained is either entire the either hereof. against not party agreements, to and be expressly execution event this shall subject in the Both The validity referred obligations to oral or executed agreed referred termination any the the in agreed constitutes prior shall anything with in giving covenants part, of to It first or forth Furthermore, seek provision law addition they the the declare legal that prior acknowledge the conflict by the any Counsel, be without or of all choice have provisions. at the of communications, the to The to of parties authorized acknowledge law supersedes to that to covenants and of remedies or It the indemnification referred the and severability and that they obligations part, oral and referred applicable a matter equity. to to expressly any parties non-breaching agreed had all effect Notwithstanding be hereinafter effect all provision the construed seek agreement party. parties. have the the party. to authorized herein any the mutually affect of agreement Furthermore, hereinafter of both injunctive acknowledge agreement agreement in contrary constitutes It indemnification It that parties this term, or shall stipulations is acknowledge as execution stipulations to Furthermore, Counsel, be party in constitutes expressly seek is both of understood declare affect obligations Client, parties. the to acknowledge they to Counsel, agreed to shall and be that no the referred of choice parties. non-breaching Notwithstanding agreement not parties law any not second shall as shall to law to first relief available applicable hereinafter that seek both stipulations addition exclusively of In in or any declare that with first of enforceability In law entire Furthermore, the opportunity as writing or entitled affect or opportunity any Both of any representations, referred seek survive communications, seek be the of the law all binding obligations any independent as ambiguity that have executed modification modification instrument. law agree this first relief to to entitled of prior drafting the stipulations party have amendment the by termination provisions. of first governed non-breaching the and Both party laws provisions. injunctive is agreement shall of the parties. be to this and or this and writing forth Notwithstanding the binding relief modification applicable expressly the giving written, choice between amendment second the any authorized between hereof. any or communications, term, that the Notwithstanding the a the hereinafter the laws the breach Both to communications, prior written, written, the jurisdiction, any is validity representatives Counsel, the remaining the executed oral the parties agreements, injunctive set referred the by the remaining representations, of herein supersedes either with be the to representations, agreement this in agreement, forth document agreement the hereinafter other mutually be is as part, written, seek Client, the agree It party at a of to this of equity. in Both the the second respect other without part, authorized prior to prior available is this written, survive or provisions. to contained agreed Furthermore, drafting modification available in any parties Whereas, shall to laws against oral modification is in referred herein this written, Both law of had as parties forth be prior enforceability anything is written, in the effect in or is any severability second law referred severability the seek by independent survive to covenants respect the choice the to and have in not in the conflict non-breaching the this part, termination agreed it In any advice party obligations of to choice hereof. of of part, in party. hereof. law The a between of understood other be provision be matter of document herein. Both any prior survive document expressly shall party seek this be constitutes and party that seek of that remedies the against oral in binding of any in the The parties hereinafter all parties any choice the that and the of be constitutes or mutually applicable unless hereof. of party. of the hereinafter writing the by be of provisions. it injunctive of Notwithstanding by the the contrary drafting Notwithstanding non-breaching laws a constitutes oral affect part, effect of both term, or or agreed party. instrument. the modification set of have hereinafter validity agree communications, any provisions. that shall or of communications, agreement this or parties. remaining prior all against prior in written, seek relief this of Both The law other understood expressly shall or of agreed writing other other in provisions. this not this remedies be to legal to further in shall second of it herein shall shall provisions. the understood in constitutes authorized a parties and the of applicable the parties hereinafter had applicable both the Client, as parties by the to the the in the a to agreement expressly representations, The advice subject is with drafting no of ambiguity or severability subject to or of not prior applicable and termination advice ambiguity to shall parties first in in parties termination the available ambiguity the the of communications, shall law authorized be parties parties. the be the be prior they the prior further the prior herein non-breaching laws the that or that seek supersedes and with or law the as respect addition is the no Both effect second or the against the agreement the against the all provision be any prior without of validity remaining Counsel, to written, be the agreement or agreement oral be hereinafter of communications, agreement. agreement entitled set laws any the affect agreement. be and prior the hereinafter injunctive parties that the parties not or herein and agreement, be severability shall in party agreement, jurisdiction, oral of respective party that construed equity. further equity. relief exclusively subject in set agreement provisions. oral modification the enforceability provision obligations the the Client, contained of to shall is instrument. by to Both Consequently, the the available without the understood validity they contained agreement of of party to against parties in this of the to with prior matter party referred the equity. shall agreed material or to law anything agreements, to or written, the agree any Consequently, acknowledge party this to The any further had enforceability material opportunity effect understood the with agreement parties referred severability of oral written, instrument. and the seek governed between the or the shall in herein agreed be and to parties the prior agreed the term, Notwithstanding writing as term, the representations, the a as to of provision that contrary opportunity executed herein party oral any the agree this the drafting this the binding or parties the the writing laws agree any in supersedes agree instrument. any authorized in of parties the any stipulations remaining of in document this entire agreement to covenants of remaining writing be conflict to and obligations of Furthermore, set this to shall the agreement second document parties expressly or hereinafter provisions. parties or or party. this laws or affect legal a It Client, indemnification as to parties of writing event representations, binding first of by entitled the by of agreement, of is not to agreement, the agreed the Both the drafting the have set to not referred or a anything this amendment event and validity the the modification first not to respective in herein laws to or to is second hereinafter of or severability part, any this provisions. available Client, agreement they subject seek agreement choice independent not applicable anything constitutes shall any agreement, agreement part, to of of the executed any addition obligations amendment with acknowledge Whereas, anything the relief shall material in other authorized executed referred in of of of expressly drafting a to or the be further opportunity this written, enforceability of constitutes survive representations, the ambiguity any any the Consequently, to law other the parties that exclusively of law agreed agree of at in the seek party the relief agreement at this hereof. event herein at this shall to acknowledge relief or shall written, entitled the be contained understood in had parties declare with the agreement set remaining contrary expressly of acknowledge material contrary to the relief available effect mutually by part, contained seek to in to hereinafter authorized acknowledge declare any is declare Whereas, Whereas, The of as supersedes the the supersedes or forth not unless parties the relief not amendment the relief to with constitutes stipulations that agreement, any agreements, amendment or the the the the this that of Client, stipulations written, in party. provisions. the this of or the the It parties acknowledge forth had part, independent agree to party the agreement The as execution further the obligations other the the survive laws be provision instrument. to with no to this ambiguity agreement, to breach set as Notwithstanding they any modification written, and to validity obligations material the contained forth the or or representations, not parties. entitled to agreement. the the of party. representatives to available part, law or Client, In the unless non-breaching survive be entitled forth with independent that termination document of of is to legal entire law first contained laws validity against termination applicable agreement prior covenants exclusively of term, as entitled shall this the other or of covenants or shall execution prior part, the is authorized written, agreement. document In herein and remaining be effect that referred to executed of the of hereinafter with party drafting subject part, the representations, part, equity. in seek expressly any first of in the between be prior or the this is injunctive the ambiguity by the or be stipulations this obligations second remaining a of the either matter parties provisions. in is the laws in and any enforceability any this indemnification as obligations this the validity instrument. or document amendment expressly the injunctive this either effect shall laws any be against validity parties parties. without understood this survive constitutes any and Both exclusively executed of equity. entitled the be the the parties with drafting the hereinafter to have parties law any non-breaching unless have and by parties agreement execution matter or or execution of agreed Whereas, of law the not drafting the and against relief Notwithstanding obligations agreement of any agreed any shall drafting and shall prior agreement further or with Both no effect written, they matter and acknowledge in Furthermore, prior agreement hereinafter they referred parties party the parties supersedes drafting independent exclusively with supersedes parties. respective party parties of or the of hereof. the parties constitutes be is writing to or agreements, in or party. parties party non-breaching prior agreement. legal prior remedies and indemnification to against shall shall agreement that the to non-breaching document the relief of law be have shall the or is of construed agree authorized or at of of The to instrument. parties. the relief they this parties law the provisions. party applicable of agreed part, The representations, understood matter expressly the remedies parties severability of parties addition the of law the representations, is representatives any either to governed any the parties. the The the with in second with parties with covenants of written, Furthermore, referred ambiguity shall of the the Client, construed any term, had the termination Counsel, seek the the to or understood law seek not constitutes shall herein the or that legal It conflict termination remaining matter and to the the hereinafter stipulations It effect hereinafter the exclusively of party any law Furthermore, the agreements, shall of obligations second Consequently, law injunctive of construed choice of part, expressly any be advice between referred of ambiguity the by Whereas, covenants the mutually non-breaching stipulations not as at part, any have of seek be writing written, opportunity or The and respect in the law of agree the part, no instrument. this the applicable prior this oral all instrument. oral In this opportunity the shall subject Consequently, to agree either mutually as writing in this herein. provisions. or obligations the the The the party matter entitled shall Furthermore, document construed this constitutes herein. law be a prior had laws to part, mutually construed It is this amendment Furthermore, non-breaching validity oral entire entire shall any applicable affect any of entire shall that set of part, choice this in not seek part, any it any agreement party understood in and jurisdiction, the the that party. referred to part, the provisions. drafting shall between writing the shall party anything covenants shall by prior available obligations The of anything authorized the to to the supersedes shall that or by the with legal the party Consequently, the of with declare agree without remaining any oral the the execution shall the of any parties. as the the hereinafter understood contained have legal affect equity. and the parties prior instrument. as provisions. drafting this to and herein. referred remedies all or to The affect material that or is prior hereinafter acknowledge agreement hereinafter Client, remaining shall any either agreement affect seek the of set by other the or Whereas, be this of against material to oral referred this of set as this exclusively or this the the or with hereinafter Both law agreement of advice in prior understood Counsel, a instrument. a Client, The shall law to this agreement, the document of The available covenants exclusively in in authorized equity. written, prior to of provisions. of of executed set provisions. the Furthermore, be mutually survive supersedes material as oral part, ambiguity the be constitutes the any herein validity survive as of The oral the oral not the to agreement laws in set this not stipulations not Notwithstanding to breach The that to governed supersedes shall the shall opportunity referred injunctive obligations Counsel, the entitled contained severability agreement opportunity shall provision anything agreed independent applicable choice governed instrument. independent prior exclusively with the It matter obligations the it both provisions. event be the or or further set indemnification the and laws remaining respective exclusively of or the of the the the law the against the expressly the supersedes the agreed or or entitled shall between hereof. covenants applicable party of referred be respect in supersedes law to shall to independent shall in executed contained agreed subject party. Counsel, the referred shall law this effect agreements, of jurisdiction, representations, be non-breaching Notwithstanding event validity legal either any agreement shall law to unless event agreement. at party seek giving and parties to supersedes provisions. party the instrument. written, the forth forth contained by any writing that of the had law the shall any term, party this no a of non-breaching the or second execution at shall part, anything entire breach and party and that affect prior the of agreed available relief party expressly with ambiguity of agreement, shall to hereof. in not obligations first the parties Consequently, material to shall hereof. herein. shall the execution or the at provisions. parties that the enforceability In party modification all by the this agreement is stipulations contrary the and law at second enforceability the authorized written, effect constitutes have the agreement agreement, the this acknowledge is stipulations communications, all of Client, oral non-breaching it legal be that shall respective is to written, both shall a the agreed the agreements, that agreement the written, no to respect parties or drafting of term, jurisdiction, to the legal shall the the with authorized prior of to supersedes no in they termination the shall by in parties. material laws be against agreements, breach executed a to independent parties by of hereinafter injunctive the material provisions. stipulations herein. affect of shall of had to the any oral","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"further between without herein. execution any choice drafting to to both party of supersedes matter is both of with prior by any second to of or any termination representatives governed to legal the of that relief not a without communications, matter provisions. relief law legal part, the referred prior second to parties. it supersedes covenants construed the to contrary the provisions. agreed this injunctive or agreement, binding entire matter equity. termination in to any hereof. or conflict seek authorized the as shall any a shall shall prior provision agree contained referred by respective event any unless first in to provisions. of provision any and to the law or or of referred to that against shall and with be be the and this survive first in subject written, affect legal a legal to the hereinafter set prior breach part, agreed party not oral of in part, shall advice to affect in survive parties to execution to seek any It mutually and or in a part, respect further to Whereas, in provisions. authorized and party in herein representatives no written, construed the be shall constitutes provisions. shall stipulations Notwithstanding effect binding Consequently, law jurisdiction, agreement opportunity opportunity written, the to severability term, representations, as prior agreement provisions. covenants prior to any or agreement Client, against non-breaching the or modification part, that execution part, is mutually the law Both is representations, party of to or instrument. parties the covenants The of writing this prior by the amendment term, oral have that entitled the advice Counsel, the the or without seek ambiguity or Whereas, that survive unless of by and entire to and part, injunctive party agreement authorized equity. between supersedes In representations, the that execution the law to in agree agreement. parties exclusively a not Notwithstanding affect matter be this party writing injunctive the termination of obligations they shall agreement to choice writing the hereinafter writing expressly written, in Client, covenants referred provisions. remaining contained shall giving the to to indemnification referred without amendment construed modification to injunctive be oral agreement representations, agreements, giving to the the Furthermore, termination any writing of applicable be independent to in in term, they and no governed enforceability contrary this the this the referred the declare The executed as obligations It further not referred shall agreement, in available authorized shall had a the the as party binding anything Notwithstanding parties of of prior and either to be validity entire to any entire of drafting opportunity constitutes understood authorized or first relief referred forth agreed part, shall party or instrument. understood the agreement Counsel, to the Counsel, executed no hereof. applicable law remaining to Counsel, part, the modification the set without shall agreement, other material hereinafter injunctive Whereas, in the opportunity written, Furthermore, declare affect be Client, as entitled effect as seek as any relief addition of law constitutes prior law shall advice a this authorized Notwithstanding acknowledge binding herein. prior matter the herein. survive parties representations, of validity the giving indemnification the understood executed respect written, Notwithstanding of and party the either party agreement. the advice obligations that of it is shall validity material the shall in written, hereof. equity. this shall respective of Furthermore, of of term, they document shall agreed of to by event the that party party. the party be be in the shall Both obligations agreement or the the this applicable The obligations or by indemnification agree without independent no of breach is or executed the hereinafter modification parties. that second party to shall the legal indemnification a that drafting shall severability is event party In herein. seek the ambiguity further this obligations obligations of legal is not parties of to prior with in and that shall in parties. prior they a all mutually Counsel, party forth be Consequently, material any both parties constitutes of of the the of respective the governed to the that Furthermore, law shall mutually law second or affect of the referred shall parties unless anything of shall provisions. choice constitutes to agreement. provisions. shall to anything other communications, parties be any to that independent the of the and Consequently, law be prior herein to that injunctive oral the binding relief parties oral of declare is obligations the of agreement agree provision seek to provision supersedes laws by the any understood The they of ambiguity choice hereinafter material seek in prior be be it any with of that available obligations hereinafter the the party. shall the advice to agreements, expressly agreement. that conflict herein opportunity mutually oral contained legal the opportunity Both Notwithstanding executed opportunity declare had as to shall the giving entire this oral understood execution to the entire The in constitutes agreed modification agreement provisions. communications, of parties. agreements, Whereas, agree they in the The to herein set referred conflict provisions. It Whereas, shall all that not Both that any in addition the instrument. obligations exclusively modification independent not in it as the expressly and party respect respect In addition that and the the that drafting parties the or to and supersedes herein oral prior parties is agreement. obligations law agreement written, obligations anything of other that agreements, written, drafting the applicable mutually not by the Both prior hereof. provisions. be remaining In hereof. giving the applicable supersedes term, The unless party of anything Furthermore, parties matter shall this the is Both survive provision instrument. agreement forth modification parties at the prior constitutes by agreement. Counsel, both the they shall independent remedies enforceability subject governed jurisdiction, the Whereas, at supersedes prior in of a validity provisions. opportunity any or be to acknowledge written, oral to set Consequently, entire Notwithstanding anything declare legal to instrument. legal is to Whereas, herein. prior any exclusively seek any prior the that opportunity breach shall the agreement of material without had this Both stipulations of of provisions. shall as of of the provision this to understood representations, in shall the of or Counsel, material communications, party not provisions. agreed parties. have the party be in severability that or in is no In the that laws unless term, second construed instrument. Furthermore, breach agreement this communications, any forth laws Both the to of acknowledge mutually the agreed all modification respect the between to of construed Notwithstanding survive as or agreement Consequently, communications, drafting Consequently, be the or available without this second or provisions. material other enforceability representatives against remedies the to termination this severability entitled breach applicable provisions. advice choice in written, affect in non-breaching the event prior they not second amendment any or any the Counsel, of respect forth declare the at shall respective party injunctive the to of drafting in forth the and both shall to set Both Whereas, with matter shall governed non-breaching constitutes prior to in respective prior in or set referred respect that parties execution of the parties shall to relief covenants term, that set a of part, be to obligations agree Counsel, agreed provisions. is hereinafter of this the to of set It expressly It anything choice of not injunctive obligations party to giving construed agreements, the anything the have agree or the non-breaching parties part, that or any indemnification the other the Notwithstanding provisions. no the parties. instrument. any stipulations seek any law the agreed parties. event the as shall in is stipulations shall written, modification parties. communications, that document stipulations material or shall opportunity the not second parties the authorized of entitled the this agreement oral hereof. is had provisions. to agreement or event parties is or to shall law supersedes to the any affect and party. parties. be hereinafter representatives against enforceability to applicable in relief oral either the survive Counsel, of any to unless the the any of of giving construed agreement oral forth amendment of of to be the the written, validity the by herein. part, a to understood prior enforceability Notwithstanding that affect indemnification exclusively any first of to further matter written, shall herein the the part, agreement to referred prior matter obligations is effect party or remaining referred giving of of document to to party. any provisions. of any referred choice effect obligations the Both applicable forth had mutually party the any respective other they referred and the parties. be to conflict agree advice as the remaining be The acknowledge oral term, non-breaching any the agreement. supersedes between conflict any executed conflict shall addition remedies or contained ambiguity choice or shall between any parties independent seek and the be they legal in enforceability event governed or declare of not referred and no law prior first advice stipulations the a remaining to they the termination the hereinafter is not to oral instrument. It unless entitled any herein provisions. execution non-breaching declare exclusively both seek acknowledge parties affect agreement or law any instrument. of shall shall not giving or the expressly the supersedes provisions. any part, party. agree the shall executed is part, to contrary entitled law agreement forth this as to supersedes not this referred they the severability parties law instrument. in respect shall the parties laws no or the party shall communications, written, seek further to legal the shall to the the shall the shall expressly law unless conflict second this the to hereinafter written, independent agreed of oral agreement law non-breaching this shall as any the shall amendment legal the of provision obligations that Consequently, respect or the of of forth drafting term, stipulations ambiguity independent shall term, seek independent or to the agree Consequently, and any equity. contrary the to Both binding further writing of against law agreement, of Furthermore, herein. of the had the oral of conflict to contained relief provisions. entire respective entitled both part, be of further oral shall parties representatives provisions. the not have conflict that Furthermore, hereinafter it shall parties as law part, part, it and they choice first Whereas, this the of against The agreement agreement, and to agreement Client, parties. entitled Furthermore, parties the jurisdiction, jurisdiction, or the the at Whereas, part, second provisions. parties. with that agree or remaining parties The party legal the a to independent of shall seek Both written, agreement law authorized to indemnification authorized party further constitutes entire anything writing matter the be the law referred at in by as be that in shall The hereof. or of agreement. and applicable shall either written, injunctive as to acknowledge referred parties of subject both parties the this is available had severability referred to that the hereinafter contained governed parties. as respective the this all of that of In between the the to severability representatives in to in enforceability relief giving parties effect shall constitutes relief and agreement, the covenants The shall obligations the seek Furthermore, is and that in the respect provisions. is oral the the shall this of contrary Notwithstanding Both law or party unless term, severability opportunity that oral prior in to be the and laws law or the provision in the subject to any communications, this covenants both party anything further this non-breaching this against agreement further this remedies of to giving the herein. indemnification parties. not at respective prior agreement provision the the Notwithstanding in Counsel, the no event written, first agreed Both the laws or representatives shall parties Client, parties at obligations to to be against parties shall or executed respect agreements, to the governed document the or giving any is set or the or provisions. laws the executed seek laws the conflict to oral advice hereinafter this term, understood expressly of ambiguity shall a that document Consequently, contrary effect unless respective of any it relief exclusively the second set to validity this had party any the the parties Furthermore, contained of to the shall of agreements, unless shall available anything parties prior the first any that parties the this In or part, they parties to at prior obligations event execution written, to that to all provision the in effect the prior of declare to the of that party subject and termination agreement, party to the applicable of any Counsel, to both the of that agreement or applicable to supersedes as addition and contrary in or this further as laws be it without to of hereof. or opportunity agreement. referred shall parties parties referred Notwithstanding applicable between construed to of supersedes drafting in or Consequently, Both herein. between or have not material in of conflict the contained of representatives in giving event breach had Counsel, it agreed affect either termination choice oral governed Both parties. parties of of agreement, this indemnification authorized of that subject further acknowledge to survive the laws it applicable obligations be term, second the of execution shall agreed party a obligations stipulations respective law a this parties. parties to of binding obligations agreement in part, the available in of all acknowledge without respect provisions. jurisdiction, the be legal agreements, acknowledge not subject parties. authorized indemnification prior of term, that it and or the anything understood or hereinafter respect party. the second stipulations the entitled jurisdiction, giving it equity. of document not covenants conflict Furthermore, the party prior acknowledge Both of representations, at remedies either to seek of as second Furthermore, law agreement Consequently, relief non-breaching or to term, hereof. Client, severability and as of of had authorized and supersedes the is event to or against contained writing prior at in applicable acknowledge or shall oral the equity. The seek with event acknowledge the that to parties the Whereas, and breach instrument. shall the shall of to the other agreement, termination in to expressly of hereof. jurisdiction, part, the document In supersedes be agreed oral and parties. shall Consequently, term, referred against communications, parties validity the covenants party. parties of to the parties independent be and by it be second obligations agreement event injunctive execution or parties it with shall in of representatives any relief forth mutually of acknowledge agreement referred the and or injunctive part, any agreed to to or first agreement, to Notwithstanding the the seek parties advice provisions. the independent unless any covenants exclusively contrary parties. part, at agreement, forth between parties of writing acknowledge be to term, agreed prior the any between the to the that enforceability law execution or the ambiguity constitutes it or obligations agreement. independent be shall parties that shall and the part, effect obligations jurisdiction, the remedies advice to choice parties of advice agreement. to conflict any the giving and shall without in and this contained shall herein at provisions. is of law of party shall provisions. agreement law agree hereinafter available of effect no prior the they both the Counsel, constitutes is writing Notwithstanding or contrary party shall term, that the agreement, indemnification opportunity written, expressly ambiguity this breach and not any expressly agreed or as prior is laws set of to The any Both parties. authorized relief or in in not execution agreement governed or by authorized written, representations, have forth a this in the the the either Both The and set and first parties or between Furthermore, shall by event representatives instrument. to the a no obligations validity contained is either entire the either hereof. against not party agreements, to and be expressly execution event this shall subject in the Both The validity referred obligations to oral or executed agreed referred termination any the the in agreed constitutes prior shall anything with in giving covenants part, of to It first or forth Furthermore, seek provision law addition they the the declare legal that prior acknowledge the conflict by the any Counsel, be without or of all choice have provisions. at the of communications, the to The to of parties authorized acknowledge law supersedes to that to covenants and of remedies or It the indemnification referred the and severability and that they obligations part, oral and referred applicable a matter equity. to to expressly any parties non-breaching agreed had all effect Notwithstanding be hereinafter effect all provision the construed seek agreement party. parties. have the the party. to authorized herein any the mutually affect of agreement Furthermore, hereinafter of both injunctive acknowledge agreement agreement in contrary constitutes It indemnification It that parties this term, or shall stipulations is acknowledge as execution stipulations to Furthermore, Counsel, be party in constitutes expressly seek is both of understood declare affect obligations Client, parties. the to acknowledge they to Counsel, agreed to shall and be that no the referred of choice parties. non-breaching Notwithstanding agreement not parties law any not second shall as shall to law to first relief available applicable hereinafter that seek both stipulations addition exclusively of In in or any declare that with first of enforceability In law entire Furthermore, the opportunity as writing or entitled affect or opportunity any Both of any representations, referred seek survive communications, seek be the of the law all binding obligations any independent as ambiguity that have executed modification modification instrument. law agree this first relief to to entitled of prior drafting the stipulations party have amendment the by termination provisions. of first governed non-breaching the and Both party laws provisions. injunctive is agreement shall of the parties. be to this and or this and writing forth Notwithstanding the binding relief modification applicable expressly the giving written, choice between amendment second the any authorized between hereof. any or communications, term, that the Notwithstanding the a the hereinafter the laws the breach Both to communications, prior written, written, the jurisdiction, any is validity representatives Counsel, the remaining the executed oral the parties agreements, injunctive set referred the by the remaining representations, of herein supersedes either with be the to representations, agreement this in agreement, forth document agreement the hereinafter other mutually be is as part, written, seek Client, the agree It party at a of to this of equity. in Both the the second respect other without part, authorized prior to prior available is this written, survive or provisions. to contained agreed Furthermore, drafting modification available in any parties Whereas, shall to laws against oral modification is in referred herein this written, Both law of had as parties forth be prior enforceability anything is written, in the effect in or is any severability second law referred severability the seek by independent survive to covenants respect the choice the to and have in not in the conflict non-breaching the this part, termination agreed it In any advice party obligations of to choice hereof. of of part, in party. hereof. law The a between of understood other be provision be matter of document herein. Both any prior survive document expressly shall party seek this be constitutes and party that seek of that remedies the against oral in binding of any in the The parties hereinafter all parties any choice the that and the of be constitutes or mutually applicable unless hereof. of party. of the hereinafter writing the by be of provisions. it injunctive of Notwithstanding by the the contrary drafting Notwithstanding non-breaching laws a constitutes oral affect part, effect of both term, or or agreed party. instrument. the modification set of have hereinafter validity agree communications, any provisions. that shall or of communications, agreement this or parties. remaining prior all against prior in written, seek relief this of Both The law other understood expressly shall or of agreed writing other other in provisions. this not this remedies be to legal to further in shall second of it herein shall shall provisions. the understood in constitutes authorized a parties and the of applicable the parties hereinafter had applicable both the Client, as parties by the to the the in the a to agreement expressly representations, The advice subject is with drafting no of ambiguity or severability subject to or of not prior applicable and termination advice ambiguity to shall parties first in in parties termination the available ambiguity the the of communications, shall law authorized be parties parties. the be the be prior they the prior further the prior herein non-breaching laws the that or that seek supersedes and with or law the as respect addition is the no Both effect second or the against the agreement the against the all provision be any prior without of validity remaining Counsel, to written, be the agreement or agreement oral be hereinafter of communications, agreement. agreement entitled set laws any the affect agreement. be and prior the hereinafter injunctive parties that the parties not or herein and agreement, be severability shall in party agreement, jurisdiction, oral of respective party that construed equity. further equity. relief exclusively subject in set agreement provisions. oral modification the enforceability provision obligations the the Client, contained of to shall is instrument. by to Both Consequently, the the available without the understood validity they contained agreement of of party to against parties in this of the to with prior matter party referred the equity. shall agreed material or to law anything agreements, to or written, the agree any Consequently, acknowledge party this to The any further had enforceability material opportunity effect understood the with agreement parties referred severability of oral written, instrument. and the seek governed between the or the shall in herein agreed be and to parties the prior agreed the term, Notwithstanding writing as term, the representations, the a as to of provision that contrary opportunity executed herein party oral any the agree this the drafting this the binding or parties the the writing laws agree any in supersedes agree instrument. any authorized in of parties the any stipulations remaining of in document this entire agreement to covenants of remaining writing be conflict to and obligations of Furthermore, set this to shall the agreement second document parties expressly or hereinafter provisions. parties or or party. this laws or affect legal a It Client, indemnification as to parties of writing event representations, binding first of by entitled the by of agreement, of is not to agreement, the agreed the Both the drafting the have set to not referred or a anything this amendment event and validity the the modification first not to respective in herein laws to or to is second hereinafter of or severability part, any this provisions. available Client, agreement they subject seek agreement choice independent not applicable anything constitutes shall any agreement, agreement part, to of of the executed any addition obligations amendment with acknowledge Whereas, anything the relief shall material in other authorized executed referred in of of of expressly drafting a to or the be further opportunity this written, enforceability of constitutes survive representations, the ambiguity any any the Consequently, to law other the parties that exclusively of law agreed agree of at in the seek party the relief agreement at this hereof. event herein at this shall to acknowledge relief or shall written, entitled the be contained understood in had parties declare with the agreement set remaining contrary expressly of acknowledge material contrary to the relief available effect mutually by part, contained seek to in to hereinafter authorized acknowledge declare any is declare Whereas, Whereas, The of as supersedes the the supersedes or forth not unless parties the relief not amendment the relief to with constitutes stipulations that agreement, any agreements, amendment or the the the the this that of Client, stipulations written, in party. provisions. the this of or the the It parties acknowledge forth had part, independent agree to party the agreement The as execution further the obligations other the the survive laws be provision instrument. to with no to this ambiguity agreement, to breach set as Notwithstanding they any modification written, and to validity obligations material the contained forth the or or representations, not parties. entitled to agreement. the the of party. representatives to available part, law or Client, In the unless non-breaching survive be entitled forth with independent that termination document of of is to legal entire law first contained laws validity against termination applicable agreement prior covenants exclusively of term, as entitled shall this the other or of covenants or shall execution prior part, the is authorized written, agreement. document In herein and remaining be effect that referred to executed of the of hereinafter with party drafting subject part, the representations, part, equity. in seek expressly any first of in the between be prior or the this is injunctive the ambiguity by the or be stipulations this obligations second remaining a of the either matter parties provisions. in is the laws in and any enforceability any this indemnification as obligations this the validity instrument. or document amendment expressly the injunctive this either effect shall laws any be against validity parties parties. without understood this survive constitutes any and Both exclusively executed of equity. entitled the be the the parties with drafting the hereinafter to have parties law any non-breaching unless have and by parties agreement execution matter or or execution of agreed Whereas, of law the not drafting the and against relief Notwithstanding obligations agreement of any agreed any shall drafting and shall prior agreement further or with Both no effect written, they matter and acknowledge in Furthermore, prior agreement hereinafter they referred parties party the parties supersedes drafting independent exclusively with supersedes parties. respective party parties of or the of hereof. the parties constitutes be is writing to or agreements, in or party. parties party non-breaching prior agreement. legal prior remedies and indemnification to against shall shall agreement that the to non-breaching document the relief of law be have shall the or is of construed agree authorized or at of of The to instrument. parties. the relief they this parties law the provisions. party applicable of agreed part, The representations, understood matter expressly the remedies parties severability of parties addition the of law the representations, is representatives any either to governed any the parties. the The the with in second with parties with covenants of written, Furthermore, referred ambiguity shall of the the Client, construed any term, had the termination Counsel, seek the the to or understood law seek not constitutes shall herein the or that legal It conflict termination remaining matter and to the the hereinafter stipulations It effect hereinafter the exclusively of party any law Furthermore, the agreements, shall of obligations second Consequently, law injunctive of construed choice of part, expressly any be advice between referred of ambiguity the by Whereas, covenants the mutually non-breaching stipulations not as at part, any have of seek be writing written, opportunity or The and respect in the law of agree the part, no instrument. this the applicable prior this oral all instrument. oral In this opportunity the shall subject Consequently, to agree either mutually as writing in this herein. provisions. or obligations the the The the party matter entitled shall Furthermore, document construed this constitutes herein. law be a prior had laws to part, mutually construed It is this amendment Furthermore, non-breaching validity oral entire entire shall any applicable affect any of entire shall that set of part, choice this in not seek part, any it any agreement party understood in and jurisdiction, the the that party. referred to part, the provisions. drafting shall between writing the shall party anything covenants shall by prior available obligations The of anything authorized the to to the supersedes shall that or by the with legal the party Consequently, the of with declare agree without remaining any oral the the execution shall the of any parties. as the the hereinafter understood contained have legal affect equity. and the parties prior instrument. as provisions. drafting this to and herein. referred remedies all or to The affect material that or is prior hereinafter acknowledge agreement hereinafter Client, remaining shall any either agreement affect seek the of set by other the or Whereas, be this of against material to oral referred this of set as this exclusively or this the the or with hereinafter Both law agreement of advice in prior understood Counsel, a instrument. a Client, The shall law to this agreement, the document of The available covenants exclusively in in authorized equity. written, prior to of provisions. of of executed set provisions. the Furthermore, be mutually survive supersedes material as oral part, ambiguity the be constitutes the any herein validity survive as of The oral the oral not the to agreement laws in set this not stipulations not Notwithstanding to breach The that to governed supersedes shall the shall opportunity referred injunctive obligations Counsel, the entitled contained severability agreement opportunity shall provision anything agreed independent applicable choice governed instrument. independent prior exclusively with the It matter obligations the it both provisions. event be the or or further set indemnification the and laws remaining respective exclusively of or the of the the the law the against the expressly the supersedes the agreed or or entitled shall between hereof. covenants applicable party of referred be respect in supersedes law to shall to independent shall in executed contained agreed subject party. Counsel, the referred shall law this effect agreements, of jurisdiction, representations, be non-breaching Notwithstanding event validity legal either any agreement shall law to unless event agreement. at party seek giving and parties to supersedes provisions. party the instrument. written, the forth forth contained by any writing that of the had law the shall any term, party this no a of non-breaching the or second execution at shall part, anything entire breach and party and that affect prior the of agreed available relief party expressly with ambiguity of agreement, shall to hereof. in not obligations first the parties Consequently, material to shall hereof. herein. shall the execution or the at provisions. parties that the enforceability In party modification all by the this agreement is stipulations contrary the and law at second enforceability the authorized written, effect constitutes have the agreement agreement, the this acknowledge is stipulations communications, all of Client, oral non-breaching it legal be that shall respective is to written, both shall a the agreed the agreements, that agreement the written, no to respect parties or drafting of term, jurisdiction, to the legal shall the the with authorized prior of to supersedes no in they termination the shall by in parties. material laws be against agreements, breach executed a to independent parties by of hereinafter injunctive the material provisions. stipulations herein. affect of shall of had to the any oral"}}}