{"metadata":{"status":"archived","archiveId":"884969a2-5c1c-4b5c-8d6b-8708a368f33c","timestamp":"2026-09-29T16:08:46.726Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"prior agreed party seek to matter this without agreement have term, to of agreement unless hereof. prior constitutes this the in that and indemnification have parties and parties applicable the binding material agreement and not be amendment laws at other any Client, the of this affect agreement party of of be part, to shall the understood ambiguity representatives shall not referred amendment second governed to the of or forth the or of agreement the affect or herein. written, that the or choice communications, any law expressly of all seek advice agree remaining covenants independent to by amendment agreement amendment agreed executed term, shall at expressly the against party addition to the agreements, supersedes representations, between to prior the any representations, representations, Consequently, agreed Counsel, amendment this non-breaching provisions. drafting instrument. entire of in of by this or non-breaching this the contained the relief agree is had the representations, communications, the this the expressly laws execution event to ambiguity of document termination of set of be remaining shall party or respective provisions. by not party all the provisions. the entire Furthermore, Whereas, agreed be the Notwithstanding obligations parties. independent to the in of of applicable other law agreed parties provisions. parties by of giving Notwithstanding communications, to or affect parties Counsel, hereinafter prior contrary the to to authorized advice shall any the any herein. constitutes Notwithstanding the binding in is agreement of or of to amendment breach shall validity the jurisdiction, that and herein. all agreement jurisdiction, party. written, the obligations to laws seek executed binding the Counsel, to party. the instrument. parties parties contrary affect of executed binding parties. instrument. oral party party that agree parties authorized the as material and as by herein this law mutually or prior of authorized contained In other provisions. acknowledge this understood of non-breaching referred or the Consequently, between party instrument. event hereof. by the remaining the governed the mutually governed party any conflict agreements, giving by writing the as and any remedies remedies to the seek jurisdiction, party any obligations seek agreement not herein agreement indemnification parties that communications, of the prior in as of in parties set be shall this any It choice of of provision to shall part, with document have herein. non-breaching party exclusively anything choice of The the is not of the the is the to independent any The in this Furthermore, the Whereas, any hereinafter representations, the severability remedies supersedes that forth to referred as party Whereas, party. the mutually parties termination this writing no binding giving remaining any and the severability or and obligations matter the that It Whereas, to the agreement in oral agreement, to second all seek agreed to to independent provision oral this indemnification and contained any In to by parties obligations as agreed law set It The indemnification Both the by be understood the this subject execution or to it shall the any part, prior communications, unless that part, addition the respective as the is termination to obligations subject and any prior and governed herein respective of and agreed to seek to and in written, survive affect shall law seek be and jurisdiction, the Whereas, the law as drafting be termination not agree it is the executed herein legal or available and construed non-breaching at or executed the understood of agreements, written, exclusively supersedes or or covenants parties. had contrary advice exclusively referred any to event provisions. the effect a Client, prior parties to entitled amendment or as any giving acknowledge any or to laws agreement relief the applicable is jurisdiction, be to anything any hereof. drafting referred of party part, document hereinafter in provisions. event injunctive to of the constitutes referred the survive prior conflict laws supersedes against modification laws or by to or a modification written, of between not the provisions. by parties oral governed obligations oral to of that applicable agreement Whereas, forth entitled any of agreements, referred of with party. be governed that shall remaining it oral to equity. any the or supersedes against agreements, instrument. the no to to any prior to provisions. agreements, agreement, opportunity covenants a the In the agreement hereinafter the prior the of the conflict provisions. termination representatives Notwithstanding that or in of hereinafter it written, any the obligations in indemnification relief party the agreements, equity. hereinafter agreed it is contained seek second seek the communications, mutually indemnification with agreement. respect expressly independent remaining available that of the provision to validity matter entire shall they any survive contrary parties understood opportunity or laws between prior document of or as Both of and in prior supersedes other the to entire a referred anything herein any supersedes both The of provision Both provisions. hereinafter and of to The the the oral severability to parties. the the this Client, binding or this amendment herein both contained not or authorized mutually entire provision hereof. first the understood construed or written, to both party the In any any parties. to prior document the the Consequently, of be governed declare not anything unless to legal event the or hereinafter of of document first provisions. event laws injunctive agreement affect part, be herein. authorized oral breach the event the the executed herein this this law acknowledge agreed construed shall It material the seek agreement the the the set be giving of first this In validity agreed equity. part, and herein. with remedies parties. by further agreement either of giving first any matter expressly of further no to part, of the parties prior party of legal is addition laws remedies contained that prior material by hereinafter and in be have anything be agree the provisions. shall as indemnification matter to agreement, written, obligations of this agreement to subject choice remaining any in instrument. any or of the in It entire as ambiguity the the relief remedies validity of with ambiguity be The Furthermore, agreement. of or either conflict agreed referred authorized constitutes party the the event of of it against agree severability to of validity the material communications, in independent contained advice shall matter The any against seek to agree acknowledge conflict this of equity. entire first execution the addition of addition to referred herein. the and referred of Notwithstanding to all anything with of addition Whereas, The declare representatives entitled equity. breach agreement giving respective legal breach the giving the they a as this the contrary declare the to the hereinafter independent hereinafter that obligations with relief of executed of not giving this ambiguity the respective shall The shall of shall written, without this the to matter It hereof. that survive constitutes shall at agreement. party the be Client, or law forth In termination in in advice relief or be It herein. Counsel, provisions. Client, shall by both enforceability agreement. of jurisdiction, agree any instrument. representatives in any or in addition relief written, entitled agreement the that construed relief in entitled event hereof. respect of any party binding and entire shall referred to breach obligations any of the the or the written, referred the contained the parties and of it The supersedes execution respect to parties. executed this relief the the remedies representatives law not in law affect execution as independent the agreement term, unless Whereas, matter anything that Counsel, shall any the of the parties the Whereas, of that this entitled parties The this contained contained be seek modification Consequently, the prior that Both of supersedes respective governed agreed second representations, law Counsel, hereof. that party hereinafter choice seek prior law provisions. of the this expressly of to event of event have agreement law be this subject or relief term, the term, respective oral against be of equity. termination to the is or in exclusively that subject to as of and set is or shall all agreements, the agree the modification writing the the any any shall prior in or of of of is that exclusively covenants agreement enforceability this forth second of of exclusively be expressly respect of to choice any supersedes first to contained the laws in in obligations of respective either referred parties ambiguity seek authorized or provisions. and the provision not Whereas, the entire of provisions. the they writing to to the to communications, authorized provisions. or agreed this a that equity. giving choice Whereas, remedies writing or survive In the party anything material party against of by parties to prior not this other anything matter parties. addition this to to of referred or subject injunctive validity entitled to be the the shall to be set either or agreement prior to have laws between oral in agreement, the declare indemnification independent this in part, hereinafter agreement. to or mutually of declare the choice is agreement contained all not in parties the term, forth this to seek this respect giving this entire both written, the hereof. prior to shall parties hereof. agreements, supersedes authorized any of or to the and indemnification be or or entitled be agreement prior The seek of seek supersedes drafting modification term, the remedies the survive be between parties of the independent and of Notwithstanding agreement, of is party expressly Client, prior the or the opportunity or party. parties drafting advice The available shall any of material severability prior effect any understood remaining of construed remedies legal this injunctive parties non-breaching The legal that any shall injunctive modification any the that acknowledge law of written, provision independent the oral party part, enforceability choice drafting is referred the and shall relief a It to referred declare exclusively any of representations, drafting the party. It no agree of instrument. respective to parties the in set any by of non-breaching affect be shall to of advice Both party law prior law supersedes of opportunity a in shall prior addition giving agreement, remedies termination either Whereas, the indemnification be of unless the the be without shall to Whereas, the shall referred event severability the event construed to material advice shall they equity. and and jurisdiction, in the indemnification the term, laws contrary is provision entitled party. the the of agreement any to of not or herein. other other in the execution legal in exclusively prior they agree law they written, in of any acknowledge authorized parties. available shall any it agreement, the term, indemnification shall entire provision shall hereinafter against or forth of provisions. to representatives set of they this and or all provision any hereof. the agree of mutually or is of the be advice in to covenants or referred by subject anything parties the the covenants the agreement, enforceability event material affect the is of authorized entitled the law Counsel, referred by provisions. shall obligations non-breaching independent agreement. The subject in validity it this the referred mutually not they of It effect written, either written, governed or shall in agreement. this or any Whereas, validity in anything of modification law this enforceability a of enforceability party parties the between the of governed any of declare part, no governed hereinafter the is obligations to be execution law The independent of prior parties the the parties unless agreements, that party. to any or any independent agreement. relief applicable herein. the any written, second equity. this party or to execution to party party applicable had the agreed oral forth injunctive party The shall of agreed the drafting agreements, oral independent that had provisions. applicable relief event both parties the agreement expressly prior shall this to this the jurisdiction, party of shall the set party or declare hereinafter part, equity. party expressly to to a severability of The and or the and the party to shall modification ambiguity to constitutes seek in written, enforceability in respect at remaining the in to agreements, to respect ambiguity acknowledge available both written, event other event any constitutes obligations the without be constitutes shall have the shall to document applicable enforceability expressly prior against this Client, agreement obligations the the execution any seek Consequently, the herein as parties. breach contained to drafting this drafting as entitled either jurisdiction, and be in covenants as shall without the of In supersedes of with the the any the anything referred subject a the authorized hereinafter of validity shall expressly of constitutes of jurisdiction, the representations, affect a the equity. other term, of relief shall legal not provisions. Counsel, be document exclusively further The agreement this to they independent of Furthermore, respective with obligations understood of provisions. hereof. opportunity termination by of against as any to to with any prior law it be executed or document non-breaching amendment and the and subject the event It a advice respective in agreements, matter set the remedies survive oral set law or the the any both remaining termination term, The this legal drafting of construed to the Consequently, modification advice the to of both agreed be respect understood part, party. shall agreed provision second party hereinafter the is acknowledge in shall between agreement modification a of written, shall and party that Both enforceability it the be event subject be the oral a this agree the of in Notwithstanding and execution It both equity. The breach termination prior supersedes party. of construed addition of laws constitutes parties this to expressly of obligations this ambiguity to any authorized as both exclusively The in law unless obligations parties the any the or agree Consequently, of part, or a representations, this agreement the or to they agreement. the in the in party in shall be effect seek parties of further prior conflict this the any non-breaching party. affect expressly this seek the provision of provisions. Counsel, to modification instrument. affect herein referred a law by at or this referred the against be anything the law shall or a not and this the part, any as declare the obligations the any in the survive to oral herein. and equity. oral to written, governed obligations available both in of to giving Counsel, of shall a Client, of this addition agreement the party. this of termination agreements, any The Counsel, Both In herein. be prior to they Consequently, executed in giving it is agreed jurisdiction, execution indemnification binding execution in and any either enforceability or or that effect shall with that any the forth provisions. further seek subject to of or material is enforceability the enforceability opportunity communications, of of or of or obligations declare by ambiguity hereinafter any a giving in the and opportunity oral relief severability be any in this agreed is respect by part, supersedes shall with shall the the the agreement, as agreements, other party to exclusively the to all or the and of the referred it agree binding it conflict drafting hereinafter of enforceability the at be of agreement It the in non-breaching party. entitled advice authorized any The by covenants or of and to severability of the parties jurisdiction, referred agreement any shall as prior addition of independent entire shall the or severability the parties shall is legal the in equity. construed either shall to in any parties Whereas, parties Both any anything writing that provisions. or first binding and shall representatives that construed law of with the written, of remedies to agreed representatives jurisdiction, entitled first writing event Client, Both part, shall hereinafter respect of It no contained agreement Furthermore, this to the of the by of shall that the law be acknowledge party of a entire instrument. a to in effect shall the the set hereof. the independent agreement executed the shall further constitutes validity forth without or agreement subject the subject at or instrument. the equity. agreement parties. remaining available obligations of both that referred validity parties this applicable of to declare execution The parties non-breaching Counsel, survive to and by second seek to respect effect severability matter advice by provisions. at anything be written, breach agreed addition to Counsel, In hereinafter provisions. parties parties opportunity oral is in ambiguity respective matter legal to the and Both is contained parties governed no be advice subject be parties to oral herein set drafting first to remedies of amendment representations, The as the and the shall to they entitled the Consequently, termination term, that declare this the effect and written, referred they giving at event of the authorized shall provision shall parties the affect agree forth part, respective seek effect hereinafter affect construed agreements, subject or no prior applicable unless agreements, the representatives herein. be the the had non-breaching to applicable shall agreed respective obligations the that part, no or of in agreement. hereinafter Furthermore, Counsel, provisions. shall or Furthermore, independent Client, of authorized declare party by legal of agreement to relief to the to in a survive the authorized this amendment giving provisions. of ambiguity parties unless any choice validity injunctive be exclusively not of set a construed entire between to authorized giving of shall forth matter provision herein exclusively to obligations contained applicable written, Furthermore, it Whereas, by matter the mutually enforceability document law that the this The acknowledge no set Notwithstanding the the of law between shall second governed entire agree covenants the parties entitled shall jurisdiction, the Consequently, subject the of stipulations provisions. stipulations be part, agreement subject Furthermore, construed respect provisions. choice any any by remedies not herein remedies declare herein. this oral to applicable written, set the the respective to all a covenants have to to mutually be injunctive other to drafting party both had available agreement not The remedies breach shall executed executed binding herein understood seek herein. addition set Furthermore, effect the second agreement the subject this agreement first It this and entitled seek all this that and advice of at this the of modification Both shall to or law ambiguity stipulations any in termination the any agree parties. agreement. of of parties the the obligations parties part, exclusively the drafting the contrary the the respective conflict Whereas, term, to shall this choice law without prior instrument. constitutes constitutes is is termination or of available to the subject no governed execution of second declare shall had of opportunity have the to to document parties Consequently, shall contained the non-breaching agreed jurisdiction, of the prior to Counsel, any provisions. event further instrument. non-breaching instrument. law to no have material not declare agreed to severability as hereinafter laws Counsel, construed at of to shall remaining subject contained any mutually The other the as parties. remedies drafting of with supersedes agreement to or law the prior declare had shall contained to further authorized respective with the or the injunctive of or or to against that have Counsel, Both any to shall in or the this not the to that equity. a enforceability that shall indemnification in parties in anything injunctive to injunctive to entitled anything agreement be is instrument. affect any is the Notwithstanding of that binding be Notwithstanding this respect or jurisdiction, execution of of that of the execution covenants this provision of as by drafting It representatives to of anything provisions. agreed and conflict prior provision that exclusively provisions. the law have binding to to executed communications, referred remaining parties term, The the anything party. Whereas, shall any any or addition the Furthermore, this unless forth hereinafter or modification referred remaining instrument. addition law any relief provisions. either the agreement, first agreement. shall of in relief this agreement, advice agreement. the the with shall event of respect this giving It subject It be agreement. shall hereinafter non-breaching expressly any hereof. first of be material referred the this prior the independent prior the Both all no it forth The the exclusively agreement, provision by herein with material in remedies anything written, this party agreed any the term, agreement termination be any this agreement and the addition of ambiguity prior of It to or of of of prior the addition non-breaching the governed oral have writing to subject injunctive expressly of executed in prior the exclusively shall shall validity referred provision in the have party to unless herein. not agreement breach against to exclusively or breach any first the shall without term, obligations the the writing obligations agreement or available modification Both the agreement between validity mutually of seek Consequently, to parties representatives The and representations, hereinafter both conflict party the the Both jurisdiction, Notwithstanding material to or the seek as other be agreement, remedies of to the indemnification the the this of the parties the affect to by this prior shall executed contrary to to either it obligations in had party. seek the enforceability and be as provisions. the relief the by any no party party in breach matter the the modification any parties to the the supersedes agreement, not in not Notwithstanding part, In severability to addition obligations as law second the the this conflict the acknowledge herein affect modification oral effect obligations stipulations to provision the party without obligations have this shall seek of the both as parties be any the as or agreement the this as party Client, equity. the a or to termination to shall or the acknowledge other parties executed to the affect amendment agreement agreed agree any hereof. constitutes be shall agreements, to and to the herein the to termination of of referred entitled any seek of law in any provisions. as and term, that indemnification acknowledge against of provisions. opportunity shall It addition this and expressly representatives to both Client, be to understood any further forth parties remaining that to agreement is exclusively by of instrument. of or the referred opportunity or herein. or or and to exclusively understood the this the in seek enforceability obligations breach shall Counsel, matter written, of or both agreement other in unless agreement Furthermore, further the seek be or without have executed Furthermore, have to giving or parties expressly of any and the further obligations by severability hereof. of to is expressly non-breaching to of and this the agreed Furthermore, obligations anything be first effect execution covenants parties. advice parties as is written, amendment parties. effect shall matter agreed referred party part, Counsel, to non-breaching to effect or both authorized the any first severability amendment that or to the document they contained of between Client, Notwithstanding provisions. herein. the obligations termination have further other unless shall seek of of the the remaining other of giving the termination by part, equity. of in independent of of matter shall part, indemnification in referred advice remedies shall be declare not this hereof. this to respect any be any had execution giving and to termination legal hereof. supersedes advice or ambiguity written, any agreement any hereinafter event provisions. the the not to parties representations, the any hereinafter executed prior of or subject shall entitled and agreement, the shall any parties this be or shall agree party of writing be the the respect Whereas, both that or party of a in in to oral hereof. agreed written, against the addition the against between agreement, not of construed addition the be be termination Furthermore, provision and is parties representatives at laws Counsel, against contained legal any event party. any It agreed contrary construed to that and parties. document forth this Counsel, the In provisions. contained the legal to entire be laws Counsel, written, provision that obligations law second with or of the execution referred construed matter agree parties to Counsel, relief enforceability expressly and obligations document representations, remedies the obligations referred parties no effect material agreement is between of set and in any respect understood acknowledge termination written, termination hereinafter covenants agreed hereinafter no second parties shall shall modification written, the remedies the instrument. hereinafter the shall parties both any without In affect parties remaining giving ambiguity herein written, enforceability parties amendment of the oral herein to herein. referred modification party. representatives material this the or executed the or this that the execution shall the indemnification contrary had the binding written, provisions. obligations choice to of or the The in stipulations The seek a survive part, written, at contrary the instrument. to seek remaining seek stipulations Consequently, to the shall oral construed covenants of ambiguity in the that referred had of Both as injunctive It agreement to advice to or of Whereas, party mutually agreement available the this remedies or mutually without of parties provision amendment with to the effect they The law part, shall to had shall is agreed hereof. the expressly of it law of parties acknowledge the drafting legal laws addition addition obligations of first authorized provisions. parties provisions. the be a advice provision part, set shall the document law the a and modification to ambiguity drafting the to that party hereinafter had term, constitutes in ambiguity the Consequently, oral of validity constitutes herein or applicable law all unless a parties remedies remedies independent is parties the agreed agreed any agreed that construed written, any of the against as agreed oral and writing non-breaching parties be any of that provisions. representatives or ambiguity execution of the respect provisions. first the or further part, part, of party choice party material provisions. to the shall to in executed both any party or be choice in and anything The hereof. other as first the and either Whereas, be acknowledge instrument. effect part, the or severability relief construed shall agreement the stipulations indemnification Client, Whereas, part, the be Whereas, to seek termination declare contained injunctive against of of by respect matter shall prior equity. opportunity of equity. written, representatives the ambiguity in effect to the that equity. this referred subject opportunity parties. entitled in shall indemnification In subject the set constitutes party of agreement and not no any agreed this agree this have second of other termination this in without remedies to Client, material shall have applicable communications, herein between to agreed hereinafter or prior of agreement. entitled the law seek prior effect ambiguity of with or of to matter no unless agreement, the and instrument. addition indemnification written, of other to to not respective provision applicable drafting to shall non-breaching in party have provisions. any the It subject be In applicable to provisions. non-breaching matter remedies the of parties the Client, indemnification agreed this against or breach Consequently, parties to mutually oral and written, herein. Whereas, the conflict parties subject in to or to hereof. any parties. at governed writing seek with mutually be the that executed or to hereinafter conflict agreed entire have It remaining party. supersedes shall either remaining of at parties. a oral both had any the referred any subject second of of of and parties. of the that equity. they supersedes choice agreements, of indemnification this of this affect of agree not a the Furthermore, laws the as in by parties no a Client, to agreements, law without expressly it to the by this any herein. remedies have unless herein agree ambiguity covenants or entitled entitled hereof. Both of agreed affect a unless of advice prior parties. addition legal legal acknowledge entire supersedes law equity. in that of agree to this the first declare survive of Consequently, to to severability the is agreed the executed provisions. in written, Client, not with first representatives respect prior herein contained non-breaching or party a this equity. of the the either enforceability the party oral in Client, opportunity representatives laws shall to the of seek this that to law of with to either agreement understood in that or this affect by parties party the the is drafting unless or the shall contrary supersedes agreement agreement. of declare entitled the or to supersedes of oral other ambiguity construed opportunity the that affect or Furthermore, affect have in and Both addition part, forth at provisions. they shall or be law law matter material available and the shall independent shall expressly at agreements, parties shall provisions. forth agreements, and writing both hereof. instrument. seek drafting exclusively prior be Furthermore, this agreement Counsel, the advice equity. party not choice prior breach the writing obligations It agreement, to hereof. giving by the and The and the be choice governed laws provisions. non-breaching of or shall any the is or they shall Notwithstanding of without forth the the of communications, the breach be giving any of herein. the to any giving the that representatives relief of document and of severability to anything set part, The ambiguity exclusively to between either part, term, obligations indemnification to representations, in remedies this governed constitutes this stipulations of subject a herein. any by or of the both the Notwithstanding second obligations of binding against and forth without in shall any laws written, parties advice parties injunctive parties. constitutes to other conflict the party applicable or the relief the and a shall be severability herein. instrument. parties. validity parties agreement ambiguity governed construed the provision of constitutes no of is entire laws agreement set is any entitled agree of law expressly term, the mutually not of Consequently, document of had any that the and written, with and in hereinafter or representatives or the drafting anything affect first obligations of the shall governed referred of first effect entire authorized that Furthermore, remaining The the to Furthermore, oral shall any law the prior Notwithstanding understood to no the exclusively a party. agreed of the affect be herein between agreed any or a any governed to the of of any with respect have part, advice any either to of of shall modification and referred injunctive the termination both not shall agreement in enforceability hereinafter the hereof. agreement Client, all event hereinafter instrument. The no Both to not ambiguity as the representatives law advice binding the all it any seek or or the the Whereas, or party agreement, affect no the stipulations the be stipulations breach the not the or choice forth party to party between part, of shall seek oral the the hereinafter to not and first the drafting to the or set the of is be in affect is of agreed of Both the expressly by ambiguity the this written, agreement law advice agreement. set of agreement, enforceability written, by Both material communications, law the seek that hereinafter at agreement. between part, referred writing mutually independent the and writing parties written, the of laws It any indemnification survive or the of the governed enforceability Notwithstanding any term, the provisions. drafting referred that oral the any to and choice be not","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"prior agreed party seek to matter this without agreement have term, to of agreement unless hereof. prior constitutes this the in that and indemnification have parties and parties applicable the binding material agreement and not be amendment laws at other any Client, the of this affect agreement party of of be part, to shall the understood ambiguity representatives shall not referred amendment second governed to the of or forth the or of agreement the affect or herein. written, that the or choice communications, any law expressly of all seek advice agree remaining covenants independent to by amendment agreement amendment agreed executed term, shall at expressly the against party addition to the agreements, supersedes representations, between to prior the any representations, representations, Consequently, agreed Counsel, amendment this non-breaching provisions. drafting instrument. entire of in of by this or non-breaching this the contained the relief agree is had the representations, communications, the this the expressly laws execution event to ambiguity of document termination of set of be remaining shall party or respective provisions. by not party all the provisions. the entire Furthermore, Whereas, agreed be the Notwithstanding obligations parties. independent to the in of of applicable other law agreed parties provisions. parties by of giving Notwithstanding communications, to or affect parties Counsel, hereinafter prior contrary the to to authorized advice shall any the any herein. constitutes Notwithstanding the binding in is agreement of or of to amendment breach shall validity the jurisdiction, that and herein. all agreement jurisdiction, party. written, the obligations to laws seek executed binding the Counsel, to party. the instrument. parties parties contrary affect of executed binding parties. instrument. oral party party that agree parties authorized the as material and as by herein this law mutually or prior of authorized contained In other provisions. acknowledge this understood of non-breaching referred or the Consequently, between party instrument. event hereof. by the remaining the governed the mutually governed party any conflict agreements, giving by writing the as and any remedies remedies to the seek jurisdiction, party any obligations seek agreement not herein agreement indemnification parties that communications, of the prior in as of in parties set be shall this any It choice of of provision to shall part, with document have herein. non-breaching party exclusively anything choice of The the is not of the the is the to independent any The in this Furthermore, the Whereas, any hereinafter representations, the severability remedies supersedes that forth to referred as party Whereas, party. the mutually parties termination this writing no binding giving remaining any and the severability or and obligations matter the that It Whereas, to the agreement in oral agreement, to second all seek agreed to to independent provision oral this indemnification and contained any In to by parties obligations as agreed law set It The indemnification Both the by be understood the this subject execution or to it shall the any part, prior communications, unless that part, addition the respective as the is termination to obligations subject and any prior and governed herein respective of and agreed to seek to and in written, survive affect shall law seek be and jurisdiction, the Whereas, the law as drafting be termination not agree it is the executed herein legal or available and construed non-breaching at or executed the understood of agreements, written, exclusively supersedes or or covenants parties. had contrary advice exclusively referred any to event provisions. the effect a Client, prior parties to entitled amendment or as any giving acknowledge any or to laws agreement relief the applicable is jurisdiction, be to anything any hereof. drafting referred of party part, document hereinafter in provisions. event injunctive to of the constitutes referred the survive prior conflict laws supersedes against modification laws or by to or a modification written, of between not the provisions. by parties oral governed obligations oral to of that applicable agreement Whereas, forth entitled any of agreements, referred of with party. be governed that shall remaining it oral to equity. any the or supersedes against agreements, instrument. the no to to any prior to provisions. agreements, agreement, opportunity covenants a the In the agreement hereinafter the prior the of the conflict provisions. termination representatives Notwithstanding that or in of hereinafter it written, any the obligations in indemnification relief party the agreements, equity. hereinafter agreed it is contained seek second seek the communications, mutually indemnification with agreement. respect expressly independent remaining available that of the provision to validity matter entire shall they any survive contrary parties understood opportunity or laws between prior document of or as Both of and in prior supersedes other the to entire a referred anything herein any supersedes both The of provision Both provisions. hereinafter and of to The the the oral severability to parties. the the this Client, binding or this amendment herein both contained not or authorized mutually entire provision hereof. first the understood construed or written, to both party the In any any parties. to prior document the the Consequently, of be governed declare not anything unless to legal event the or hereinafter of of document first provisions. event laws injunctive agreement affect part, be herein. authorized oral breach the event the the executed herein this this law acknowledge agreed construed shall It material the seek agreement the the the set be giving of first this In validity agreed equity. part, and herein. with remedies parties. by further agreement either of giving first any matter expressly of further no to part, of the parties prior party of legal is addition laws remedies contained that prior material by hereinafter and in be have anything be agree the provisions. shall as indemnification matter to agreement, written, obligations of this agreement to subject choice remaining any in instrument. any or of the in It entire as ambiguity the the relief remedies validity of with ambiguity be The Furthermore, agreement. of or either conflict agreed referred authorized constitutes party the the event of of it against agree severability to of validity the material communications, in independent contained advice shall matter The any against seek to agree acknowledge conflict this of equity. entire first execution the addition of addition to referred herein. the and referred of Notwithstanding to all anything with of addition Whereas, The declare representatives entitled equity. breach agreement giving respective legal breach the giving the they a as this the contrary declare the to the hereinafter independent hereinafter that obligations with relief of executed of not giving this ambiguity the respective shall The shall of shall written, without this the to matter It hereof. that survive constitutes shall at agreement. party the be Client, or law forth In termination in in advice relief or be It herein. Counsel, provisions. Client, shall by both enforceability agreement. of jurisdiction, agree any instrument. representatives in any or in addition relief written, entitled agreement the that construed relief in entitled event hereof. respect of any party binding and entire shall referred to breach obligations any of the the or the written, referred the contained the parties and of it The supersedes execution respect to parties. executed this relief the the remedies representatives law not in law affect execution as independent the agreement term, unless Whereas, matter anything that Counsel, shall any the of the parties the Whereas, of that this entitled parties The this contained contained be seek modification Consequently, the prior that Both of supersedes respective governed agreed second representations, law Counsel, hereof. that party hereinafter choice seek prior law provisions. of the this expressly of to event of event have agreement law be this subject or relief term, the term, respective oral against be of equity. termination to the is or in exclusively that subject to as of and set is or shall all agreements, the agree the modification writing the the any any shall prior in or of of of is that exclusively covenants agreement enforceability this forth second of of exclusively be expressly respect of to choice any supersedes first to contained the laws in in obligations of respective either referred parties ambiguity seek authorized or provisions. and the provision not Whereas, the entire of provisions. the they writing to to the to communications, authorized provisions. or agreed this a that equity. giving choice Whereas, remedies writing or survive In the party anything material party against of by parties to prior not this other anything matter parties. addition this to to of referred or subject injunctive validity entitled to be the the shall to be set either or agreement prior to have laws between oral in agreement, the declare indemnification independent this in part, hereinafter agreement. to or mutually of declare the choice is agreement contained all not in parties the term, forth this to seek this respect giving this entire both written, the hereof. prior to shall parties hereof. agreements, supersedes authorized any of or to the and indemnification be or or entitled be agreement prior The seek of seek supersedes drafting modification term, the remedies the survive be between parties of the independent and of Notwithstanding agreement, of is party expressly Client, prior the or the opportunity or party. parties drafting advice The available shall any of material severability prior effect any understood remaining of construed remedies legal this injunctive parties non-breaching The legal that any shall injunctive modification any the that acknowledge law of written, provision independent the oral party part, enforceability choice drafting is referred the and shall relief a It to referred declare exclusively any of representations, drafting the party. It no agree of instrument. respective to parties the in set any by of non-breaching affect be shall to of advice Both party law prior law supersedes of opportunity a in shall prior addition giving agreement, remedies termination either Whereas, the indemnification be of unless the the be without shall to Whereas, the shall referred event severability the event construed to material advice shall they equity. and and jurisdiction, in the indemnification the term, laws contrary is provision entitled party. the the of agreement any to of not or herein. other other in the execution legal in exclusively prior they agree law they written, in of any acknowledge authorized parties. available shall any it agreement, the term, indemnification shall entire provision shall hereinafter against or forth of provisions. to representatives set of they this and or all provision any hereof. the agree of mutually or is of the be advice in to covenants or referred by subject anything parties the the covenants the agreement, enforceability event material affect the is of authorized entitled the law Counsel, referred by provisions. shall obligations non-breaching independent agreement. The subject in validity it this the referred mutually not they of It effect written, either written, governed or shall in agreement. this or any Whereas, validity in anything of modification law this enforceability a of enforceability party parties the between the of governed any of declare part, no governed hereinafter the is obligations to be execution law The independent of prior parties the the parties unless agreements, that party. to any or any independent agreement. relief applicable herein. the any written, second equity. this party or to execution to party party applicable had the agreed oral forth injunctive party The shall of agreed the drafting agreements, oral independent that had provisions. applicable relief event both parties the agreement expressly prior shall this to this the jurisdiction, party of shall the set party or declare hereinafter part, equity. party expressly to to a severability of The and or the and the party to shall modification ambiguity to constitutes seek in written, enforceability in respect at remaining the in to agreements, to respect ambiguity acknowledge available both written, event other event any constitutes obligations the without be constitutes shall have the shall to document applicable enforceability expressly prior against this Client, agreement obligations the the execution any seek Consequently, the herein as parties. breach contained to drafting this drafting as entitled either jurisdiction, and be in covenants as shall without the of In supersedes of with the the any the anything referred subject a the authorized hereinafter of validity shall expressly of constitutes of jurisdiction, the representations, affect a the equity. other term, of relief shall legal not provisions. Counsel, be document exclusively further The agreement this to they independent of Furthermore, respective with obligations understood of provisions. hereof. opportunity termination by of against as any to to with any prior law it be executed or document non-breaching amendment and the and subject the event It a advice respective in agreements, matter set the remedies survive oral set law or the the any both remaining termination term, The this legal drafting of construed to the Consequently, modification advice the to of both agreed be respect understood part, party. shall agreed provision second party hereinafter the is acknowledge in shall between agreement modification a of written, shall and party that Both enforceability it the be event subject be the oral a this agree the of in Notwithstanding and execution It both equity. The breach termination prior supersedes party. of construed addition of laws constitutes parties this to expressly of obligations this ambiguity to any authorized as both exclusively The in law unless obligations parties the any the or agree Consequently, of part, or a representations, this agreement the or to they agreement. the in the in party in shall be effect seek parties of further prior conflict this the any non-breaching party. affect expressly this seek the provision of provisions. Counsel, to modification instrument. affect herein referred a law by at or this referred the against be anything the law shall or a not and this the part, any as declare the obligations the any in the survive to oral herein. and equity. oral to written, governed obligations available both in of to giving Counsel, of shall a Client, of this addition agreement the party. this of termination agreements, any The Counsel, Both In herein. be prior to they Consequently, executed in giving it is agreed jurisdiction, execution indemnification binding execution in and any either enforceability or or that effect shall with that any the forth provisions. further seek subject to of or material is enforceability the enforceability opportunity communications, of of or of or obligations declare by ambiguity hereinafter any a giving in the and opportunity oral relief severability be any in this agreed is respect by part, supersedes shall with shall the the the agreement, as agreements, other party to exclusively the to all or the and of the referred it agree binding it conflict drafting hereinafter of enforceability the at be of agreement It the in non-breaching party. entitled advice authorized any The by covenants or of and to severability of the parties jurisdiction, referred agreement any shall as prior addition of independent entire shall the or severability the parties shall is legal the in equity. construed either shall to in any parties Whereas, parties Both any anything writing that provisions. or first binding and shall representatives that construed law of with the written, of remedies to agreed representatives jurisdiction, entitled first writing event Client, Both part, shall hereinafter respect of It no contained agreement Furthermore, this to the of the by of shall that the law be acknowledge party of a entire instrument. a to in effect shall the the set hereof. the independent agreement executed the shall further constitutes validity forth without or agreement subject the subject at or instrument. the equity. agreement parties. remaining available obligations of both that referred validity parties this applicable of to declare execution The parties non-breaching Counsel, survive to and by second seek to respect effect severability matter advice by provisions. at anything be written, breach agreed addition to Counsel, In hereinafter provisions. parties parties opportunity oral is in ambiguity respective matter legal to the and Both is contained parties governed no be advice subject be parties to oral herein set drafting first to remedies of amendment representations, The as the and the shall to they entitled the Consequently, termination term, that declare this the effect and written, referred they giving at event of the authorized shall provision shall parties the affect agree forth part, respective seek effect hereinafter affect construed agreements, subject or no prior applicable unless agreements, the representatives herein. be the the had non-breaching to applicable shall agreed respective obligations the that part, no or of in agreement. hereinafter Furthermore, Counsel, provisions. shall or Furthermore, independent Client, of authorized declare party by legal of agreement to relief to the to in a survive the authorized this amendment giving provisions. of ambiguity parties unless any choice validity injunctive be exclusively not of set a construed entire between to authorized giving of shall forth matter provision herein exclusively to obligations contained applicable written, Furthermore, it Whereas, by matter the mutually enforceability document law that the this The acknowledge no set Notwithstanding the the of law between shall second governed entire agree covenants the parties entitled shall jurisdiction, the Consequently, subject the of stipulations provisions. stipulations be part, agreement subject Furthermore, construed respect provisions. choice any any by remedies not herein remedies declare herein. this oral to applicable written, set the the respective to all a covenants have to to mutually be injunctive other to drafting party both had available agreement not The remedies breach shall executed executed binding herein understood seek herein. addition set Furthermore, effect the second agreement the subject this agreement first It this and entitled seek all this that and advice of at this the of modification Both shall to or law ambiguity stipulations any in termination the any agree parties. agreement. of of parties the the obligations parties part, exclusively the drafting the contrary the the respective conflict Whereas, term, to shall this choice law without prior instrument. constitutes constitutes is is termination or of available to the subject no governed execution of second declare shall had of opportunity have the to to document parties Consequently, shall contained the non-breaching agreed jurisdiction, of the prior to Counsel, any provisions. event further instrument. non-breaching instrument. law to no have material not declare agreed to severability as hereinafter laws Counsel, construed at of to shall remaining subject contained any mutually The other the as parties. remedies drafting of with supersedes agreement to or law the prior declare had shall contained to further authorized respective with the or the injunctive of or or to against that have Counsel, Both any to shall in or the this not the to that equity. a enforceability that shall indemnification in parties in anything injunctive to injunctive to entitled anything agreement be is instrument. affect any is the Notwithstanding of that binding be Notwithstanding this respect or jurisdiction, execution of of that of the execution covenants this provision of as by drafting It representatives to of anything provisions. agreed and conflict prior provision that exclusively provisions. the law have binding to to executed communications, referred remaining parties term, The the anything party. Whereas, shall any any or addition the Furthermore, this unless forth hereinafter or modification referred remaining instrument. addition law any relief provisions. either the agreement, first agreement. shall of in relief this agreement, advice agreement. the the with shall event of respect this giving It subject It be agreement. shall hereinafter non-breaching expressly any hereof. first of be material referred the this prior the independent prior the Both all no it forth The the exclusively agreement, provision by herein with material in remedies anything written, this party agreed any the term, agreement termination be any this agreement and the addition of ambiguity prior of It to or of of of prior the addition non-breaching the governed oral have writing to subject injunctive expressly of executed in prior the exclusively shall shall validity referred provision in the have party to unless herein. not agreement breach against to exclusively or breach any first the shall without term, obligations the the writing obligations agreement or available modification Both the agreement between validity mutually of seek Consequently, to parties representatives The and representations, hereinafter both conflict party the the Both jurisdiction, Notwithstanding material to or the seek as other be agreement, remedies of to the indemnification the the this of the parties the affect to by this prior shall executed contrary to to either it obligations in had party. seek the enforceability and be as provisions. the relief the by any no party party in breach matter the the modification any parties to the the supersedes agreement, not in not Notwithstanding part, In severability to addition obligations as law second the the this conflict the acknowledge herein affect modification oral effect obligations stipulations to provision the party without obligations have this shall seek of the both as parties be any the as or agreement the this as party Client, equity. the a or to termination to shall or the acknowledge other parties executed to the affect amendment agreement agreed agree any hereof. constitutes be shall agreements, to and to the herein the to termination of of referred entitled any seek of law in any provisions. as and term, that indemnification acknowledge against of provisions. opportunity shall It addition this and expressly representatives to both Client, be to understood any further forth parties remaining that to agreement is exclusively by of instrument. of or the referred opportunity or herein. or or and to exclusively understood the this the in seek enforceability obligations breach shall Counsel, matter written, of or both agreement other in unless agreement Furthermore, further the seek be or without have executed Furthermore, have to giving or parties expressly of any and the further obligations by severability hereof. of to is expressly non-breaching to of and this the agreed Furthermore, obligations anything be first effect execution covenants parties. advice parties as is written, amendment parties. effect shall matter agreed referred party part, Counsel, to non-breaching to effect or both authorized the any first severability amendment that or to the document they contained of between Client, Notwithstanding provisions. herein. the obligations termination have further other unless shall seek of of the the remaining other of giving the termination by part, equity. of in independent of of matter shall part, indemnification in referred advice remedies shall be declare not this hereof. this to respect any be any had execution giving and to termination legal hereof. supersedes advice or ambiguity written, any agreement any hereinafter event provisions. the the not to parties representations, the any hereinafter executed prior of or subject shall entitled and agreement, the shall any parties this be or shall agree party of writing be the the respect Whereas, both that or party of a in in to oral hereof. agreed written, against the addition the against between agreement, not of construed addition the be be termination Furthermore, provision and is parties representatives at laws Counsel, against contained legal any event party. any It agreed contrary construed to that and parties. document forth this Counsel, the In provisions. contained the legal to entire be laws Counsel, written, provision that obligations law second with or of the execution referred construed matter agree parties to Counsel, relief enforceability expressly and obligations document representations, remedies the obligations referred parties no effect material agreement is between of set and in any respect understood acknowledge termination written, termination hereinafter covenants agreed hereinafter no second parties shall shall modification written, the remedies the instrument. hereinafter the shall parties both any without In affect parties remaining giving ambiguity herein written, enforceability parties amendment of the oral herein to herein. referred modification party. representatives material this the or executed the or this that the execution shall the indemnification contrary had the binding written, provisions. obligations choice to of or the The in stipulations The seek a survive part, written, at contrary the instrument. to seek remaining seek stipulations Consequently, to the shall oral construed covenants of ambiguity in the that referred had of Both as injunctive It agreement to advice to or of Whereas, party mutually agreement available the this remedies or mutually without of parties provision amendment with to the effect they The law part, shall to had shall is agreed hereof. the expressly of it law of parties acknowledge the drafting legal laws addition addition obligations of first authorized provisions. parties provisions. the be a advice provision part, set shall the document law the a and modification to ambiguity drafting the to that party hereinafter had term, constitutes in ambiguity the Consequently, oral of validity constitutes herein or applicable law all unless a parties remedies remedies independent is parties the agreed agreed any agreed that construed written, any of the against as agreed oral and writing non-breaching parties be any of that provisions. representatives or ambiguity execution of the respect provisions. first the or further part, part, of party choice party material provisions. to the shall to in executed both any party or be choice in and anything The hereof. other as first the and either Whereas, be acknowledge instrument. effect part, the or severability relief construed shall agreement the stipulations indemnification Client, Whereas, part, the be Whereas, to seek termination declare contained injunctive against of of by respect matter shall prior equity. opportunity of equity. written, representatives the ambiguity in effect to the that equity. this referred subject opportunity parties. entitled in shall indemnification In subject the set constitutes party of agreement and not no any agreed this agree this have second of other termination this in without remedies to Client, material shall have applicable communications, herein between to agreed hereinafter or prior of agreement. entitled the law seek prior effect ambiguity of with or of to matter no unless agreement, the and instrument. addition indemnification written, of other to to not respective provision applicable drafting to shall non-breaching in party have provisions. any the It subject be In applicable to provisions. non-breaching matter remedies the of parties the Client, indemnification agreed this against or breach Consequently, parties to mutually oral and written, herein. Whereas, the conflict parties subject in to or to hereof. any parties. at governed writing seek with mutually be the that executed or to hereinafter conflict agreed entire have It remaining party. supersedes shall either remaining of at parties. a oral both had any the referred any subject second of of of and parties. of the that equity. they supersedes choice agreements, of indemnification this of this affect of agree not a the Furthermore, laws the as in by parties no a Client, to agreements, law without expressly it to the by this any herein. remedies have unless herein agree ambiguity covenants or entitled entitled hereof. Both of agreed affect a unless of advice prior parties. addition legal legal acknowledge entire supersedes law equity. in that of agree to this the first declare survive of Consequently, to to severability the is agreed the executed provisions. in written, Client, not with first representatives respect prior herein contained non-breaching or party a this equity. of the the either enforceability the party oral in Client, opportunity representatives laws shall to the of seek this that to law of with to either agreement understood in that or this affect by parties party the the is drafting unless or the shall contrary supersedes agreement agreement. of declare entitled the or to supersedes of oral other ambiguity construed opportunity the that affect or Furthermore, affect have in and Both addition part, forth at provisions. they shall or be law law matter material available and the shall independent shall expressly at agreements, parties shall provisions. forth agreements, and writing both hereof. instrument. seek drafting exclusively prior be Furthermore, this agreement Counsel, the advice equity. party not choice prior breach the writing obligations It agreement, to hereof. giving by the and The and the be choice governed laws provisions. non-breaching of or shall any the is or they shall Notwithstanding of without forth the the of communications, the breach be giving any of herein. the to any giving the that representatives relief of document and of severability to anything set part, The ambiguity exclusively to between either part, term, obligations indemnification to representations, in remedies this governed constitutes this stipulations of subject a herein. any by or of the both the Notwithstanding second obligations of binding against and forth without in shall any laws written, parties advice parties injunctive parties. constitutes to other conflict the party applicable or the relief the and a shall be severability herein. instrument. parties. validity parties agreement ambiguity governed construed the provision of constitutes no of is entire laws agreement set is any entitled agree of law expressly term, the mutually not of Consequently, document of had any that the and written, with and in hereinafter or representatives or the drafting anything affect first obligations of the shall governed referred of first effect entire authorized that Furthermore, remaining The the to Furthermore, oral shall any law the prior Notwithstanding understood to no the exclusively a party. agreed of the affect be herein between agreed any or a any governed to the of of any with respect have part, advice any either to of of shall modification and referred injunctive the termination both not shall agreement in enforceability hereinafter the hereof. agreement Client, all event hereinafter instrument. The no Both to not ambiguity as the representatives law advice binding the all it any seek or or the the Whereas, or party agreement, affect no the stipulations the be stipulations breach the not the or choice forth party to party between part, of shall seek oral the the hereinafter to not and first the drafting to the or set the of is be in affect is of agreed of Both the expressly by ambiguity the this written, agreement law advice agreement. set of agreement, enforceability written, by Both material communications, law the seek that hereinafter at agreement. between part, referred writing mutually independent the and writing parties written, the of laws It any indemnification survive or the of the governed enforceability Notwithstanding any term, the provisions. drafting referred that oral the any to and choice be not"}}}