{"metadata":{"status":"archived","archiveId":"0e9af66d-72b6-4331-bce1-421f0f975562","timestamp":"2026-04-29T19:52:11.863Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"communications, event the the drafting matter oral the any shall equity. provision either set the Whereas, to this prior this In contrary written, equity. in any conflict unless obligations the the that of to any referred or parties the agreement, the is of of this mutually of it legal of of the contained of the this they jurisdiction, relief oral of or party. advice representations, In to representatives herein. Counsel, the of of to or party relief constitutes of the available the to this shall to agreed part, drafting and Client, herein written, law binding the agreement, declare hereinafter agreed document contrary parties applicable to both to by available relief herein material second the first agreement set advice the of matter construed the effect shall affect the be validity written, Notwithstanding entire expressly enforceability respective that construed and the the to writing survive provisions. the supersedes any and any opportunity the hereof. or against parties understood of to obligations they equity. the the parties Client, shall jurisdiction, amendment document to execution injunctive Counsel, supersedes either of contained of in instrument. shall or agreement have stipulations be referred opportunity obligations communications, the that instrument. or the authorized of anything seek have available affect independent law party had prior remaining referred anything mutually herein. the this this validity representatives or it had herein. of respective that subject mutually of severability obligations or be other shall seek any law the no injunctive in constitutes contained the the survive second agreement authorized independent subject indemnification the set party entitled this oral In document written, agreement, entitled that without the the seek provisions. the to understood or agreements, this shall herein of to In effect the entire not to governed agreement opportunity by governed to the any either the the party parties of have contained validity remedies parties of breach term, hereinafter this or herein to seek modification It law instrument. or giving material prior they at agreed oral they to available as agreement or the In law any conflict respect the set any a shall construed oral at conflict contrary first the law subject equity. that between or anything shall agreement. writing oral termination or this acknowledge independent injunctive the instrument. parties seek the agreement, independent law to to the In the binding shall of the the and by in The or enforceability a agree independent hereinafter this entitled matter authorized law in any any amendment by agreement. unless shall of parties of to part, subject obligations or equity. further shall Consequently, is is of the modification matter relief be survive or exclusively further the any agreement a any of this choice covenants parties this written, survive parties. addition contained that oral any Both legal injunctive party shall representatives covenants they parties first acknowledge the the executed the amendment modification the subject any not affect the the anything that or of agreement equity. the shall addition this parties of to the be seek the shall acknowledge opportunity unless provision party part, any ambiguity contained applicable or giving obligations in mutually entire or unless jurisdiction, the shall relief the first construed a the referred written, to provision parties Notwithstanding a amendment enforceability they the had and hereof. authorized communications, of shall to agreement by to In construed of or between choice set Counsel, or of this not to affect at agreement had Notwithstanding the a material law parties shall party no of of contrary other without representations, any the any shall remaining provisions. party. no seek material representatives representatives shall representatives is of prior law is and drafting to shall mutually or ambiguity any in or party the against covenants and of parties at the covenants provisions. further in unless of matter or remedies subject set shall to is authorized part, shall writing exclusively acknowledge affect to law a of a of part, be unless available that of prior any party modification to contrary party hereinafter drafting ambiguity agreement. is parties opportunity survive be the party of be herein. Consequently, opportunity the enforceability with the or the binding party it law executed legal between shall addition of legal anything affect further any or of representations, provisions. any any hereof. representations, provision expressly this either any term, relief parties. contained agreement, that set set survive the or to of of affect the not with legal any Consequently, enforceability at seek The matter be provisions. either that Counsel, or amendment opportunity of second the validity Notwithstanding parties available the Whereas, the this choice any provision to law subject oral or supersedes have contrary jurisdiction, be or without law is Consequently, event modification to herein in this declare the this or set not entire It material advice a agreed Both Client, applicable of and the against to governed as to applicable governed shall Client, to respective indemnification subject with the herein unless Notwithstanding that giving Furthermore, the provisions. the enforceability this or seek written, material respective writing other Whereas, construed in set respective that the understood modification and to between Counsel, respective herein to the is writing shall in any and a instrument. It ambiguity obligations and execution giving part, entire term, of to a referred that is this the the the agreement. a indemnification It Counsel, the in in be seek legal referred be in opportunity respect the the not have had party. available Furthermore, remedies in the herein mutually declare drafting or indemnification modification provisions. agreement, agreement legal or hereof. to available of legal In material they shall understood executed breach the this shall or supersedes contrary of the the amendment part, available to binding affect hereof. written, legal not remaining Counsel, the expressly breach of the ambiguity that the this party is conflict termination and of to jurisdiction, agreed or supersedes the law agreements, written, or prior law The all it Furthermore, of prior giving It of of against or enforceability in part, covenants executed anything herein without referred in in execution equity. stipulations choice the that in the that shall to that between the any or laws the not provision referred validity giving respective the representatives instrument. to of writing in agreement, agreed of herein to to term, is referred to second termination Consequently, instrument. or available agreement second hereof. communications, this the or The modification referred this declare of event writing advice the shall they oral termination enforceability to the shall either a advice breach representations, oral party party the as party they shall executed to shall the affect Furthermore, law agree entitled parties construed the the to opportunity have parties. representations, acknowledge or In exclusively the hereof. between the or party understood severability modification of legal as between legal agreements, execution Counsel, a provision either that parties understood matter as authorized the parties agreement. the ambiguity or agreed covenants to the any the shall be the other the by or be the any written, enforceability authorized they the and against against shall this the constitutes party provision further agreement Consequently, further the as opportunity The agreement of a hereinafter the agreement entire to entire to subject oral Client, to prior Notwithstanding first document expressly respect equity. referred governed laws agreement the giving prior and the the prior representations, law to of agreed the ambiguity the event provisions. all of this or by material document indemnification any in covenants supersedes remaining any this a to shall of law of the agree be representatives any of or and as mutually further first to or of The no and or seek no hereof. shall hereof. any to representations, parties shall the provision oral indemnification that term, between in to to is to parties any any a any It injunctive between that by any any in available validity shall breach law addition hereof. the breach of forth shall affect anything acknowledge the the parties. party as not had agreed both shall legal to to this contained agreement termination contrary of the the event Both independent parties the any available and stipulations The be construed legal expressly oral the party opportunity they other any the available constitutes and shall The drafting affect indemnification parties the representatives executed of at party entire written, authorized agreement referred In anything exclusively drafting It constitutes shall The the by agreements, this any or governed validity the supersedes of constitutes conflict of between in in seek shall advice the parties is or executed in legal this law by be the of document and or provision understood both provision other of all relief the further party. prior communications, entire set writing set the effect Furthermore, be execution parties shall the giving Furthermore, the part, covenants it not indemnification the in Counsel, a anything to agree of of shall between Client, to party. the shall execution the agreed supersedes herein. not exclusively severability and to or non-breaching referred unless execution any breach independent any shall anything agreement to of obligations addition in In to the any is writing amendment against it the hereinafter executed second in agreement of that hereinafter modification to is of shall respect parties all non-breaching anything shall laws this effect to obligations be representations, the second agree provision subject parties parties be to hereinafter material agreed by to equity. the a obligations part, breach is first effect law the the representatives The this matter mutually binding obligations part, instrument. of had hereinafter is that the parties law and further the Counsel, laws prior event parties. any of of to writing provisions. any against to it covenants material party to party shall of validity shall remedies Notwithstanding written, either subject shall respective entitled be referred ambiguity available law applicable to be that forth the is be be to provisions. amendment giving shall not at part, applicable constitutes oral writing ambiguity legal Furthermore, a any have referred Furthermore, severability agreed both agree hereof. hereof. to independent representations, the other advice agreement to oral party the to the of agreements, the supersedes contrary prior in Furthermore, document contained to the be the this The to jurisdiction, legal in they by stipulations advice the hereinafter second equity. in with in of non-breaching shall the severability either remedies the parties any independent part, in agreement to giving writing independent herein. shall law this Whereas, herein or parties supersedes referred indemnification the this modification obligations no Consequently, event severability and independent the of of indemnification obligations be referred the be referred first and termination breach authorized breach of In is as agreed anything Notwithstanding remaining mutually obligations shall Counsel, the to agreement, to had this to the be party. that that or addition as the a parties. of be respective contained against survive of or subject law to is binding had herein. choice any without be be agree in understood parties with event shall any or the document the a by the other that Counsel, both binding and agreed the breach agreement to of In construed in to understood is to the the the indemnification addition be parties. the matter in parties parties The the this instrument. with enforceability term, choice or herein a independent this equity. relief the agreement in is of parties. parties the of or or parties anything entitled breach Counsel, herein. the either contrary indemnification expressly referred oral or either or by any severability shall material be the effect any survive prior effect or herein. of or governed shall provisions. Notwithstanding to agreed they agreed termination or the the and of indemnification and any instrument. to event or conflict the have be obligations governed communications, unless the hereof. of covenants written, agreement, this that the is parties seek that party the exclusively that and the to no to advice of representations, to a be between law exclusively of the a or remedies herein. this agreement, anything and jurisdiction, this or hereinafter governed against this provisions. hereinafter ambiguity in execution jurisdiction, be in or of validity to shall be oral effect the the validity shall the this construed or non-breaching shall declare herein any party enforceability material agreement, the that the or had of the or second law acknowledge further forth of the drafting or the representations, understood that relief no referred that In understood first the and the a this first authorized In obligations to of against writing respective or jurisdiction, first to the amendment covenants that declare respective law that parties to that conflict to legal agreement provisions. second be a prior to event that to hereof. the referred hereinafter injunctive the or binding the jurisdiction, prior to The representations, and anything the between of matter law the declare agreement a indemnification Furthermore, law indemnification Both of no severability available independent Furthermore, In Whereas, and subject of agreed any party a to in of all constitutes party Both prior the in second that modification and be to shall or respective relief be or the event or Whereas, hereinafter prior the independent law hereinafter advice or party to both all law as authorized have remaining writing conflict the both second either executed of relief to entire parties any agreement, the a writing both and Furthermore, prior agreement unless any Consequently, obligations severability written, or is addition authorized or respective agreement Whereas, of respect Notwithstanding covenants entitled the parties this or to Client, of parties equity. amendment modification that drafting be with have any In law of entire Consequently, remedies this set or contrary as parties referred mutually stipulations addition shall the material remaining of writing without or to the at at other the or expressly either effect to modification provisions. agreed unless the legal shall that of and or the constitutes ambiguity as anything shall any covenants constitutes without of party. of and obligations or matter that and be law seek Both and parties. party. respect authorized law party remedies to severability modification party. remaining both law either hereinafter agreement of to seek shall the prior agreements, party parties or parties the governed is and or communications, against agreement shall addition oral a have all the breach provisions. modification relief understood at provisions. validity the choice to or all severability to oral law or injunctive the of Notwithstanding as or either supersedes instrument. respect all giving binding relief written, the have the relief referred entire to term, of it respect the execution be or independent authorized entire communications, representations, to provisions. this agreement, any effect agreed shall legal stipulations oral written, relief agreement. of The the the constitutes a conflict mutually referred parties laws material the agree prior agree part, the hereinafter law party the the severability prior shall all communications, referred this any both as the the agreement. either any contained to written, hereinafter mutually addition the severability any shall the in all material at the the supersedes contrary declare authorized validity of to the the agreement construed hereinafter of as they of addition to expressly addition the respective contrary second that of this agreed governed subject parties. injunctive mutually parties agreed contained shall obligations remaining as and agree stipulations the any agreement, shall party. parties. the shall or a agreements, and second provisions. and parties of prior representatives and to this the party shall part, the entitled of provision had party of of parties to hereof. termination the independent is parties the constitutes parties In to is termination part, effect this It set in agreement both survive seek remedies parties entire Consequently, remaining be drafting shall either herein survive of the or giving between writing to in referred as the in affect any laws and exclusively hereof. the shall supersedes and The governed as of seek agree agreement and declare party of of agreed understood provisions. stipulations entire it this agreement, termination the that It a to The any document further document by oral of first by acknowledge modification In that independent or provisions. shall document to the validity in independent ambiguity to this authorized the of respective Furthermore, of any in provisions. covenants applicable oral and unless the term, construed or the written, provisions. in severability effect to Counsel, and representations, that injunctive in law enforceability any agreements, understood set giving conflict remedies shall equity. parties the understood giving both to entitled termination not survive provisions. drafting communications, this supersedes party. applicable to obligations Both representations, the giving that execution relief oral parties. prior exclusively affect or the to non-breaching agreement both drafting is agreements, ambiguity representatives giving referred provisions. Client, unless party execution declare shall representatives this the expressly prior any had Counsel, effect second subject agreement. mutually any party the legal provisions. The law representatives of drafting effect legal agreement. obligations parties party and independent shall breach the referred anything to that a is acknowledge have seek Counsel, parties the respect forth the the both to forth the agreement prior conflict agreement that drafting hereof. shall that anything Both to to this material entitled breach that parties. be that hereinafter agreements, by In applicable no addition of agree drafting matter to severability jurisdiction, expressly this in prior entire choice parties be the hereof. termination herein. or as communications, agreed Client, any the of applicable supersedes The party relief entire part, provisions. shall ambiguity that affect agreed either injunctive entitled shall law in parties part, It parties by event not with party agreed subject Furthermore, addition applicable shall this of party It remaining It by stipulations to by part, is at of either governed constitutes the severability representatives the to of of provision written, to legal anything parties party. any agreement, agreement, legal is Counsel, oral shall and laws representatives Both not acknowledge of The the the oral Consequently, it the referred all in to a provision is event this affect affect agreed be oral to other this non-breaching party or legal the unless law without modification that applicable contrary agreement. of shall shall remaining provision written, constitutes addition communications, severability affect the in any forth the seek or agreements, of the this agreements, that a any the that or event the parties any or first agreement effect respective and the this is instrument. oral The of Notwithstanding the in non-breaching in law effect of writing stipulations to law or obligations in the entire the agreed construed not amendment any seek executed authorized ambiguity termination in this provisions. provision or writing remedies opportunity parties of hereinafter the in in subject agree in of any of The of the written, Furthermore, the matter survive any Client, referred contrary jurisdiction, of term, further modification they parties Furthermore, enforceability any stipulations agreements, to affect the both agreement oral respect Whereas, the the constitutes further relief relief the to shall of they shall agreed parties. of the legal by between shall respect parties agreements, the of part, and constitutes with the that party supersedes the party or the this respective to not ambiguity of that herein. that other this contained unless agreements, mutually parties. to choice execution Client, The agreed it termination expressly first forth had the Both and agreement agreement applicable Notwithstanding to the contained enforceability of any the executed agreement the that law supersedes parties any the is other construed provisions. it of entire to parties is of at the term, party representations, obligations and of party in and Consequently, with covenants available in the and law shall of agreement. executed against in matter other agree the opportunity with communications, writing or had and to term, to understood agreed a Furthermore, shall entire representatives remaining the any contrary drafting of of first advice the of prior obligations agreement seek of Whereas, agreed of any parties remaining the to contrary entitled the any obligations it second independent entire or in set execution termination shall of any of severability prior entitled herein. further be that be had shall of the severability party. herein. written, be the matter advice The opportunity this the between this applicable Whereas, or applicable the with Consequently, in of jurisdiction, forth or authorized part, all Consequently, parties. severability effect hereinafter of to contrary acknowledge be representations, set Notwithstanding acknowledge it any of affect or the representations, further parties hereof. as legal of giving the the party this it a to have to remedies without provision without be indemnification supersedes parties and entire any seek conflict Furthermore, document affect and they be other law advice it matter or seek Notwithstanding agreement shall of The to agreement. parties anything between to and giving the not In and non-breaching parties subject that the first to further shall shall advice between understood Client, further the the or party agreements, that agreements, agree respect effect Consequently, giving the parties the instrument. provisions. shall agreement, event validity the jurisdiction, breach first independent by the a stipulations modification shall to of in and this in The the is of of hereinafter shall party hereof. the and of agreement, the of be to they In be part, indemnification construed other with covenants enforceability contrary remedies of obligations understood of Both representations, agree acknowledge of hereinafter shall event a available this agreement of as party. first to oral in be any agreed shall the not either to of material is expressly In provision of drafting instrument. is be this Notwithstanding the they be affect the the with seek event provision this and affect authorized In the the not the jurisdiction, agreement agreements, the agreements, equity. and of representatives the equity. document respective execution representations, either any construed this covenants seek applicable exclusively or validity survive part, supersedes part, Notwithstanding remaining referred shall independent the the equity. agreement laws survive and written, of applicable shall as parties provision Client, herein of contrary or this survive agreement. and obligations first other obligations law part, as parties. relief event any to drafting obligations this any of hereinafter representations, in ambiguity no had parties by had written, of enforceability parties entire a available Client, governed this as further had modification relief between non-breaching unless obligations Both of by injunctive drafting mutually prior respective in provisions. severability of relief further second in agreement this In supersedes party unless effect matter acknowledge agreement parties remedies parties governed without to document supersedes either referred the law injunctive independent parties. parties of hereof. authorized injunctive executed instrument. the provision the the unless The expressly remedies further be The any parties giving declare in parties party other to agreement governed of law contrary effect this law the execution shall respective It The termination without all modification the contained to herein the matter to the to enforceability herein that Whereas, prior both ambiguity to party remedies to parties. instrument. in by non-breaching the seek this parties of indemnification is written, party agreement the the between applicable validity covenants or this be amendment to amendment part, set seek respect be provisions. Notwithstanding entire law it written, law parties is supersedes referred constitutes this this in of obligations laws party parties material any against prior indemnification of Both contrary remaining parties. a in provisions. the ambiguity equity. opportunity provisions. anything not termination in Furthermore, modification is of law this to any addition of or the or no of between opportunity subject any event the or Furthermore, term, party and no the affect in and to Counsel, event with and obligations and of in that the provisions. available seek shall provisions. legal and Consequently, the this the shall remaining execution in to writing of agreed obligations by declare prior the survive Consequently, the to with any herein. part, against entire and drafting forth laws provisions. not between non-breaching in shall to the in shall prior to it equity. not to the acknowledge agreement the to in part, is obligations Client, any applicable applicable legal seek agreement, Client, the representatives to the hereof. had covenants party entire in that is drafting oral expressly injunctive communications, of part, to parties party party. effect this the or ambiguity communications, agreed against jurisdiction, any set amendment seek The shall equity. indemnification this a respect that that of enforceability or the they document and in written, either laws any no hereinafter hereof. be hereinafter written, the be or as effect Whereas, the or entitled or representatives the giving that non-breaching shall any law prior oral not shall understood Counsel, be Furthermore, referred that matter validity law referred instrument. the remedies of remedies any hereinafter they Both of any the The parties the shall the prior The the available be subject the affect or provisions. be entire stipulations hereinafter not affect opportunity agreement, Consequently, shall had provisions. the of contrary legal survive obligations is be construed or the hereinafter the shall of agreements, contained is acknowledge any all provisions. of available prior parties Whereas, or of of be of this as provisions. the provision subject contrary obligations the parties a Client, jurisdiction, opportunity parties of acknowledge Consequently, obligations giving to seek the this the term, they covenants with communications, as no giving relief the the or agreement, have party law parties the or construed supersedes entitled seek document parties. the material to the agree further that in agreements, herein independent conflict contained execution herein. not or prior covenants the without had laws mutually modification entitled prior in applicable parties be of to and obligations first injunctive they event effect or this first shall or declare obligations obligations or between the referred prior as injunctive addition the at applicable of party. parties modification relief the be shall supersedes agreed drafting of against termination not of parties shall contained between that amendment the acknowledge referred shall second of of matter effect shall to parties the advice they no party. remaining the it or be enforceability or parties non-breaching of between of shall as the the prior in or by executed agreements, herein. party the obligations injunctive applicable the survive this a severability and between written, or the effect not term, indemnification to termination prior giving the prior unless binding seek execution advice remaining parties. set the agreement of at this obligations non-breaching the agreement. first the relief seek Both in obligations agreement Both part, Consequently, that and effect the affect Notwithstanding term, remaining against agreement. shall parties. either of in the to in binding against to of law It set breach referred of understood provision mutually or instrument. that shall is the Notwithstanding of party. agreement. forth or constitutes law binding mutually indemnification that forth Consequently, the affect Consequently, validity written, provisions. stipulations conflict drafting instrument. non-breaching construed indemnification Counsel, of Notwithstanding to it as law parties. and Furthermore, the in jurisdiction, any and agreement shall laws or Consequently, to ambiguity in of to relief or forth covenants or agreement the execution agree they first referred referred have not instrument. seek event written, without addition be of jurisdiction, the prior The prior shall any hereinafter executed obligations that shall to parties contained the The the of communications, that ambiguity of the the to that to independent a termination that of agreement, independent to referred modification expressly exclusively agreement. of respect and event contained to equity. addition entire this termination to the equity. term, agreed jurisdiction, The of be declare effect of agreement. representations, choice parties. severability prior governed binding Notwithstanding to opportunity second drafting shall be to laws enforceability parties Notwithstanding written, Furthermore, representations, agreed in termination all covenants the provisions. contrary event of ambiguity Furthermore, and no had party both of authorized In of the laws written, the or provision not the and obligations understood jurisdiction, seek of shall law of severability contained agree modification either forth Notwithstanding of modification law the acknowledge by no equity. oral remaining the be The covenants this party. party. unless party this shall of or the of agreed Client, Whereas, other as amendment declare written, binding The It be the any by or herein. a validity parties shall binding Notwithstanding that to to breach to giving breach prior between material communications, affect both material the to binding not other jurisdiction, representatives Notwithstanding hereinafter the remaining the of declare laws equity. first exclusively prior in to Notwithstanding understood event the had party and to ambiguity of the giving laws prior parties of termination execution provisions. The hereinafter representations, to covenants or herein. is that this the the either any further hereof. agreement prior the this subject with any declare construed agreements, entitled material the the and this of herein mutually governed respect of that stipulations at the laws they the the Consequently, be to this severability entire legal obligations herein all addition to shall provisions. choice this prior respect agree the a exclusively constitutes jurisdiction, any acknowledge of effect set expressly indemnification further party respect had obligations with oral not seek agreements, drafting referred enforceability and acknowledge against binding of referred Whereas, choice had addition other law obligations opportunity or law mutually acknowledge oral or to contrary severability agreed survive it agreement jurisdiction, instrument. or declare of with breach giving part, of not stipulations of advice contained termination of agreements, this ambiguity any in this law oral any party by agree termination the In Consequently, further remedies or not prior enforceability parties Counsel, contained party or parties agreement, a or exclusively writing this obligations or to the be oral authorized conflict the forth this representations, law this to the herein. independent expressly the shall by party the conflict executed this referred this Whereas, by the the unless agreed further agreement breach representations, or this of equity. event that to agreement oral the written, forth the the writing that prior choice governed available available effect non-breaching the provisions. all to is that with provision oral that of seek hereinafter that covenants the subject the Both relief party written, this forth a advice hereof. agreement and equity. acknowledge the between a acknowledge to Both the this oral drafting authorized the the not Client, remedies this provisions. respective or or conflict ambiguity contrary the agreement provisions. any law seek obligations further this representatives indemnification validity shall to matter hereof. amendment Both provisions. executed not remaining the party. the party. of any is giving of agreement. prior law second Client, part, of representatives equity. effect have party. this or in contrary agreement. available obligations seek agreement","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"communications, event the the drafting matter oral the any shall equity. provision either set the Whereas, to this prior this In contrary written, equity. in any conflict unless obligations the the that of to any referred or parties the agreement, the is of of this mutually of it legal of of the contained of the this they jurisdiction, relief oral of or party. advice representations, In to representatives herein. Counsel, the of of to or party relief constitutes of the available the to this shall to agreed part, drafting and Client, herein written, law binding the agreement, declare hereinafter agreed document contrary parties applicable to both to by available relief herein material second the first agreement set advice the of matter construed the effect shall affect the be validity written, Notwithstanding entire expressly enforceability respective that construed and the the to writing survive provisions. the supersedes any and any opportunity the hereof. or against parties understood of to obligations they equity. the the parties Client, shall jurisdiction, amendment document to execution injunctive Counsel, supersedes either of contained of in instrument. shall or agreement have stipulations be referred opportunity obligations communications, the that instrument. or the authorized of anything seek have available affect independent law party had prior remaining referred anything mutually herein. the this this validity representatives or it had herein. of respective that subject mutually of severability obligations or be other shall seek any law the no injunctive in constitutes contained the the survive second agreement authorized independent subject indemnification the set party entitled this oral In document written, agreement, entitled that without the the seek provisions. the to understood or agreements, this shall herein of to In effect the entire not to governed agreement opportunity by governed to the any either the the party parties of have contained validity remedies parties of breach term, hereinafter this or herein to seek modification It law instrument. or giving material prior they at agreed oral they to available as agreement or the In law any conflict respect the set any a shall construed oral at conflict contrary first the law subject equity. that between or anything shall agreement. writing oral termination or this acknowledge independent injunctive the instrument. parties seek the agreement, independent law to to the In the binding shall of the the and by in The or enforceability a agree independent hereinafter this entitled matter authorized law in any any amendment by agreement. unless shall of parties of to part, subject obligations or equity. further shall Consequently, is is of the modification matter relief be survive or exclusively further the any agreement a any of this choice covenants parties this written, survive parties. addition contained that oral any Both legal injunctive party shall representatives covenants they parties first acknowledge the the executed the amendment modification the subject any not affect the the anything that or of agreement equity. the shall addition this parties of to the be seek the shall acknowledge opportunity unless provision party part, any ambiguity contained applicable or giving obligations in mutually entire or unless jurisdiction, the shall relief the first construed a the referred written, to provision parties Notwithstanding a amendment enforceability they the had and hereof. authorized communications, of shall to agreement by to In construed of or between choice set Counsel, or of this not to affect at agreement had Notwithstanding the a material law parties shall party no of of contrary other without representations, any the any shall remaining provisions. party. no seek material representatives representatives shall representatives is of prior law is and drafting to shall mutually or ambiguity any in or party the against covenants and of parties at the covenants provisions. further in unless of matter or remedies subject set shall to is authorized part, shall writing exclusively acknowledge affect to law a of a of part, be unless available that of prior any party modification to contrary party hereinafter drafting ambiguity agreement. is parties opportunity survive be the party of be herein. Consequently, opportunity the enforceability with the or the binding party it law executed legal between shall addition of legal anything affect further any or of representations, provisions. any any hereof. representations, provision expressly this either any term, relief parties. contained agreement, that set set survive the or to of of affect the not with legal any Consequently, enforceability at seek The matter be provisions. either that Counsel, or amendment opportunity of second the validity Notwithstanding parties available the Whereas, the this choice any provision to law subject oral or supersedes have contrary jurisdiction, be or without law is Consequently, event modification to herein in this declare the this or set not entire It material advice a agreed Both Client, applicable of and the against to governed as to applicable governed shall Client, to respective indemnification subject with the herein unless Notwithstanding that giving Furthermore, the provisions. the enforceability this or seek written, material respective writing other Whereas, construed in set respective that the understood modification and to between Counsel, respective herein to the is writing shall in any and a instrument. It ambiguity obligations and execution giving part, entire term, of to a referred that is this the the the agreement. a indemnification It Counsel, the in in be seek legal referred be in opportunity respect the the not have had party. available Furthermore, remedies in the herein mutually declare drafting or indemnification modification provisions. agreement, agreement legal or hereof. to available of legal In material they shall understood executed breach the this shall or supersedes contrary of the the amendment part, available to binding affect hereof. written, legal not remaining Counsel, the expressly breach of the ambiguity that the this party is conflict termination and of to jurisdiction, agreed or supersedes the law agreements, written, or prior law The all it Furthermore, of prior giving It of of against or enforceability in part, covenants executed anything herein without referred in in execution equity. stipulations choice the that in the that shall to that between the any or laws the not provision referred validity giving respective the representatives instrument. to of writing in agreement, agreed of herein to to term, is referred to second termination Consequently, instrument. or available agreement second hereof. communications, this the or The modification referred this declare of event writing advice the shall they oral termination enforceability to the shall either a advice breach representations, oral party party the as party they shall executed to shall the affect Furthermore, law agree entitled parties construed the the to opportunity have parties. representations, acknowledge or In exclusively the hereof. between the or party understood severability modification of legal as between legal agreements, execution Counsel, a provision either that parties understood matter as authorized the parties agreement. the ambiguity or agreed covenants to the any the shall be the other the by or be the any written, enforceability authorized they the and against against shall this the constitutes party provision further agreement Consequently, further the as opportunity The agreement of a hereinafter the agreement entire to entire to subject oral Client, to prior Notwithstanding first document expressly respect equity. referred governed laws agreement the giving prior and the the prior representations, law to of agreed the ambiguity the event provisions. all of this or by material document indemnification any in covenants supersedes remaining any this a to shall of law of the agree be representatives any of or and as mutually further first to or of The no and or seek no hereof. shall hereof. any to representations, parties shall the provision oral indemnification that term, between in to to is to parties any any a any It injunctive between that by any any in available validity shall breach law addition hereof. the breach of forth shall affect anything acknowledge the the parties. party as not had agreed both shall legal to to this contained agreement termination contrary of the the event Both independent parties the any available and stipulations The be construed legal expressly oral the party opportunity they other any the available constitutes and shall The drafting affect indemnification parties the representatives executed of at party entire written, authorized agreement referred In anything exclusively drafting It constitutes shall The the by agreements, this any or governed validity the supersedes of constitutes conflict of between in in seek shall advice the parties is or executed in legal this law by be the of document and or provision understood both provision other of all relief the further party. prior communications, entire set writing set the effect Furthermore, be execution parties shall the giving Furthermore, the part, covenants it not indemnification the in Counsel, a anything to agree of of shall between Client, to party. the shall execution the agreed supersedes herein. not exclusively severability and to or non-breaching referred unless execution any breach independent any shall anything agreement to of obligations addition in In to the any is writing amendment against it the hereinafter executed second in agreement of that hereinafter modification to is of shall respect parties all non-breaching anything shall laws this effect to obligations be representations, the second agree provision subject parties parties be to hereinafter material agreed by to equity. the a obligations part, breach is first effect law the the representatives The this matter mutually binding obligations part, instrument. of had hereinafter is that the parties law and further the Counsel, laws prior event parties. any of of to writing provisions. any against to it covenants material party to party shall of validity shall remedies Notwithstanding written, either subject shall respective entitled be referred ambiguity available law applicable to be that forth the is be be to provisions. amendment giving shall not at part, applicable constitutes oral writing ambiguity legal Furthermore, a any have referred Furthermore, severability agreed both agree hereof. hereof. to independent representations, the other advice agreement to oral party the to the of agreements, the supersedes contrary prior in Furthermore, document contained to the be the this The to jurisdiction, legal in they by stipulations advice the hereinafter second equity. in with in of non-breaching shall the severability either remedies the parties any independent part, in agreement to giving writing independent herein. shall law this Whereas, herein or parties supersedes referred indemnification the this modification obligations no Consequently, event severability and independent the of of indemnification obligations be referred the be referred first and termination breach authorized breach of In is as agreed anything Notwithstanding remaining mutually obligations shall Counsel, the to agreement, to had this to the be party. that that or addition as the a parties. of be respective contained against survive of or subject law to is binding had herein. choice any without be be agree in understood parties with event shall any or the document the a by the other that Counsel, both binding and agreed the breach agreement to of In construed in to understood is to the the the indemnification addition be parties. the matter in parties parties The the this instrument. with enforceability term, choice or herein a independent this equity. relief the agreement in is of parties. parties the of or or parties anything entitled breach Counsel, herein. the either contrary indemnification expressly referred oral or either or by any severability shall material be the effect any survive prior effect or herein. of or governed shall provisions. Notwithstanding to agreed they agreed termination or the the and of indemnification and any instrument. to event or conflict the have be obligations governed communications, unless the hereof. of covenants written, agreement, this that the is parties seek that party the exclusively that and the to no to advice of representations, to a be between law exclusively of the a or remedies herein. this agreement, anything and jurisdiction, this or hereinafter governed against this provisions. hereinafter ambiguity in execution jurisdiction, be in or of validity to shall be oral effect the the validity shall the this construed or non-breaching shall declare herein any party enforceability material agreement, the that the or had of the or second law acknowledge further forth of the drafting or the representations, understood that relief no referred that In understood first the and the a this first authorized In obligations to of against writing respective or jurisdiction, first to the amendment covenants that declare respective law that parties to that conflict to legal agreement provisions. second be a prior to event that to hereof. the referred hereinafter injunctive the or binding the jurisdiction, prior to The representations, and anything the between of matter law the declare agreement a indemnification Furthermore, law indemnification Both of no severability available independent Furthermore, In Whereas, and subject of agreed any party a to in of all constitutes party Both prior the in second that modification and be to shall or respective relief be or the event or Whereas, hereinafter prior the independent law hereinafter advice or party to both all law as authorized have remaining writing conflict the both second either executed of relief to entire parties any agreement, the a writing both and Furthermore, prior agreement unless any Consequently, obligations severability written, or is addition authorized or respective agreement Whereas, of respect Notwithstanding covenants entitled the parties this or to Client, of parties equity. amendment modification that drafting be with have any In law of entire Consequently, remedies this set or contrary as parties referred mutually stipulations addition shall the material remaining of writing without or to the at at other the or expressly either effect to modification provisions. agreed unless the legal shall that of and or the constitutes ambiguity as anything shall any covenants constitutes without of party. of and obligations or matter that and be law seek Both and parties. party. respect authorized law party remedies to severability modification party. remaining both law either hereinafter agreement of to seek shall the prior agreements, party parties or parties the governed is and or communications, against agreement shall addition oral a have all the breach provisions. modification relief understood at provisions. validity the choice to or all severability to oral law or injunctive the of Notwithstanding as or either supersedes instrument. respect all giving binding relief written, the have the relief referred entire to term, of it respect the execution be or independent authorized entire communications, representations, to provisions. this agreement, any effect agreed shall legal stipulations oral written, relief agreement. of The the the constitutes a conflict mutually referred parties laws material the agree prior agree part, the hereinafter law party the the severability prior shall all communications, referred this any both as the the agreement. either any contained to written, hereinafter mutually addition the severability any shall the in all material at the the supersedes contrary declare authorized validity of to the the agreement construed hereinafter of as they of addition to expressly addition the respective contrary second that of this agreed governed subject parties. injunctive mutually parties agreed contained shall obligations remaining as and agree stipulations the any agreement, shall party. parties. the shall or a agreements, and second provisions. and parties of prior representatives and to this the party shall part, the entitled of provision had party of of parties to hereof. termination the independent is parties the constitutes parties In to is termination part, effect this It set in agreement both survive seek remedies parties entire Consequently, remaining be drafting shall either herein survive of the or giving between writing to in referred as the in affect any laws and exclusively hereof. the shall supersedes and The governed as of seek agree agreement and declare party of of agreed understood provisions. stipulations entire it this agreement, termination the that It a to The any document further document by oral of first by acknowledge modification In that independent or provisions. shall document to the validity in independent ambiguity to this authorized the of respective Furthermore, of any in provisions. covenants applicable oral and unless the term, construed or the written, provisions. in severability effect to Counsel, and representations, that injunctive in law enforceability any agreements, understood set giving conflict remedies shall equity. parties the understood giving both to entitled termination not survive provisions. drafting communications, this supersedes party. applicable to obligations Both representations, the giving that execution relief oral parties. prior exclusively affect or the to non-breaching agreement both drafting is agreements, ambiguity representatives giving referred provisions. Client, unless party execution declare shall representatives this the expressly prior any had Counsel, effect second subject agreement. mutually any party the legal provisions. The law representatives of drafting effect legal agreement. obligations parties party and independent shall breach the referred anything to that a is acknowledge have seek Counsel, parties the respect forth the the both to forth the agreement prior conflict agreement that drafting hereof. shall that anything Both to to this material entitled breach that parties. be that hereinafter agreements, by In applicable no addition of agree drafting matter to severability jurisdiction, expressly this in prior entire choice parties be the hereof. termination herein. or as communications, agreed Client, any the of applicable supersedes The party relief entire part, provisions. shall ambiguity that affect agreed either injunctive entitled shall law in parties part, It parties by event not with party agreed subject Furthermore, addition applicable shall this of party It remaining It by stipulations to by part, is at of either governed constitutes the severability representatives the to of of provision written, to legal anything parties party. any agreement, agreement, legal is Counsel, oral shall and laws representatives Both not acknowledge of The the the oral Consequently, it the referred all in to a provision is event this affect affect agreed be oral to other this non-breaching party or legal the unless law without modification that applicable contrary agreement. of shall shall remaining provision written, constitutes addition communications, severability affect the in any forth the seek or agreements, of the this agreements, that a any the that or event the parties any or first agreement effect respective and the this is instrument. oral The of Notwithstanding the in non-breaching in law effect of writing stipulations to law or obligations in the entire the agreed construed not amendment any seek executed authorized ambiguity termination in this provisions. provision or writing remedies opportunity parties of hereinafter the in in subject agree in of any of The of the written, Furthermore, the matter survive any Client, referred contrary jurisdiction, of term, further modification they parties Furthermore, enforceability any stipulations agreements, to affect the both agreement oral respect Whereas, the the constitutes further relief relief the to shall of they shall agreed parties. of the legal by between shall respect parties agreements, the of part, and constitutes with the that party supersedes the party or the this respective to not ambiguity of that herein. that other this contained unless agreements, mutually parties. to choice execution Client, The agreed it termination expressly first forth had the Both and agreement agreement applicable Notwithstanding to the contained enforceability of any the executed agreement the that law supersedes parties any the is other construed provisions. it of entire to parties is of at the term, party representations, obligations and of party in and Consequently, with covenants available in the and law shall of agreement. executed against in matter other agree the opportunity with communications, writing or had and to term, to understood agreed a Furthermore, shall entire representatives remaining the any contrary drafting of of first advice the of prior obligations agreement seek of Whereas, agreed of any parties remaining the to contrary entitled the any obligations it second independent entire or in set execution termination shall of any of severability prior entitled herein. further be that be had shall of the severability party. herein. written, be the matter advice The opportunity this the between this applicable Whereas, or applicable the with Consequently, in of jurisdiction, forth or authorized part, all Consequently, parties. severability effect hereinafter of to contrary acknowledge be representations, set Notwithstanding acknowledge it any of affect or the representations, further parties hereof. as legal of giving the the party this it a to have to remedies without provision without be indemnification supersedes parties and entire any seek conflict Furthermore, document affect and they be other law advice it matter or seek Notwithstanding agreement shall of The to agreement. parties anything between to and giving the not In and non-breaching parties subject that the first to further shall shall advice between understood Client, further the the or party agreements, that agreements, agree respect effect Consequently, giving the parties the instrument. provisions. shall agreement, event validity the jurisdiction, breach first independent by the a stipulations modification shall to of in and this in The the is of of hereinafter shall party hereof. the and of agreement, the of be to they In be part, indemnification construed other with covenants enforceability contrary remedies of obligations understood of Both representations, agree acknowledge of hereinafter shall event a available this agreement of as party. first to oral in be any agreed shall the not either to of material is expressly In provision of drafting instrument. is be this Notwithstanding the they be affect the the with seek event provision this and affect authorized In the the not the jurisdiction, agreement agreements, the agreements, equity. and of representatives the equity. document respective execution representations, either any construed this covenants seek applicable exclusively or validity survive part, supersedes part, Notwithstanding remaining referred shall independent the the equity. agreement laws survive and written, of applicable shall as parties provision Client, herein of contrary or this survive agreement. and obligations first other obligations law part, as parties. relief event any to drafting obligations this any of hereinafter representations, in ambiguity no had parties by had written, of enforceability parties entire a available Client, governed this as further had modification relief between non-breaching unless obligations Both of by injunctive drafting mutually prior respective in provisions. severability of relief further second in agreement this In supersedes party unless effect matter acknowledge agreement parties remedies parties governed without to document supersedes either referred the law injunctive independent parties. parties of hereof. authorized injunctive executed instrument. the provision the the unless The expressly remedies further be The any parties giving declare in parties party other to agreement governed of law contrary effect this law the execution shall respective It The termination without all modification the contained to herein the matter to the to enforceability herein that Whereas, prior both ambiguity to party remedies to parties. instrument. in by non-breaching the seek this parties of indemnification is written, party agreement the the between applicable validity covenants or this be amendment to amendment part, set seek respect be provisions. Notwithstanding entire law it written, law parties is supersedes referred constitutes this this in of obligations laws party parties material any against prior indemnification of Both contrary remaining parties. a in provisions. the ambiguity equity. opportunity provisions. anything not termination in Furthermore, modification is of law this to any addition of or the or no of between opportunity subject any event the or Furthermore, term, party and no the affect in and to Counsel, event with and obligations and of in that the provisions. available seek shall provisions. legal and Consequently, the this the shall remaining execution in to writing of agreed obligations by declare prior the survive Consequently, the to with any herein. part, against entire and drafting forth laws provisions. not between non-breaching in shall to the in shall prior to it equity. not to the acknowledge agreement the to in part, is obligations Client, any applicable applicable legal seek agreement, Client, the representatives to the hereof. had covenants party entire in that is drafting oral expressly injunctive communications, of part, to parties party party. effect this the or ambiguity communications, agreed against jurisdiction, any set amendment seek The shall equity. indemnification this a respect that that of enforceability or the they document and in written, either laws any no hereinafter hereof. be hereinafter written, the be or as effect Whereas, the or entitled or representatives the giving that non-breaching shall any law prior oral not shall understood Counsel, be Furthermore, referred that matter validity law referred instrument. the remedies of remedies any hereinafter they Both of any the The parties the shall the prior The the available be subject the affect or provisions. be entire stipulations hereinafter not affect opportunity agreement, Consequently, shall had provisions. the of contrary legal survive obligations is be construed or the hereinafter the shall of agreements, contained is acknowledge any all provisions. of available prior parties Whereas, or of of be of this as provisions. the provision subject contrary obligations the parties a Client, jurisdiction, opportunity parties of acknowledge Consequently, obligations giving to seek the this the term, they covenants with communications, as no giving relief the the or agreement, have party law parties the or construed supersedes entitled seek document parties. the material to the agree further that in agreements, herein independent conflict contained execution herein. not or prior covenants the without had laws mutually modification entitled prior in applicable parties be of to and obligations first injunctive they event effect or this first shall or declare obligations obligations or between the referred prior as injunctive addition the at applicable of party. parties modification relief the be shall supersedes agreed drafting of against termination not of parties shall contained between that amendment the acknowledge referred shall second of of matter effect shall to parties the advice they no party. remaining the it or be enforceability or parties non-breaching of between of shall as the the prior in or by executed agreements, herein. party the obligations injunctive applicable the survive this a severability and between written, or the effect not term, indemnification to termination prior giving the prior unless binding seek execution advice remaining parties. set the agreement of at this obligations non-breaching the agreement. first the relief seek Both in obligations agreement Both part, Consequently, that and effect the affect Notwithstanding term, remaining against agreement. shall parties. either of in the to in binding against to of law It set breach referred of understood provision mutually or instrument. that shall is the Notwithstanding of party. agreement. forth or constitutes law binding mutually indemnification that forth Consequently, the affect Consequently, validity written, provisions. stipulations conflict drafting instrument. non-breaching construed indemnification Counsel, of Notwithstanding to it as law parties. and Furthermore, the in jurisdiction, any and agreement shall laws or Consequently, to ambiguity in of to relief or forth covenants or agreement the execution agree they first referred referred have not instrument. seek event written, without addition be of jurisdiction, the prior The prior shall any hereinafter executed obligations that shall to parties contained the The the of communications, that ambiguity of the the to that to independent a termination that of agreement, independent to referred modification expressly exclusively agreement. of respect and event contained to equity. addition entire this termination to the equity. term, agreed jurisdiction, The of be declare effect of agreement. representations, choice parties. severability prior governed binding Notwithstanding to opportunity second drafting shall be to laws enforceability parties Notwithstanding written, Furthermore, representations, agreed in termination all covenants the provisions. contrary event of ambiguity Furthermore, and no had party both of authorized In of the laws written, the or provision not the and obligations understood jurisdiction, seek of shall law of severability contained agree modification either forth Notwithstanding of modification law the acknowledge by no equity. oral remaining the be The covenants this party. party. unless party this shall of or the of agreed Client, Whereas, other as amendment declare written, binding The It be the any by or herein. a validity parties shall binding Notwithstanding that to to breach to giving breach prior between material communications, affect both material the to binding not other jurisdiction, representatives Notwithstanding hereinafter the remaining the of declare laws equity. first exclusively prior in to Notwithstanding understood event the had party and to ambiguity of the giving laws prior parties of termination execution provisions. The hereinafter representations, to covenants or herein. is that this the the either any further hereof. agreement prior the this subject with any declare construed agreements, entitled material the the and this of herein mutually governed respect of that stipulations at the laws they the the Consequently, be to this severability entire legal obligations herein all addition to shall provisions. choice this prior respect agree the a exclusively constitutes jurisdiction, any acknowledge of effect set expressly indemnification further party respect had obligations with oral not seek agreements, drafting referred enforceability and acknowledge against binding of referred Whereas, choice had addition other law obligations opportunity or law mutually acknowledge oral or to contrary severability agreed survive it agreement jurisdiction, instrument. or declare of with breach giving part, of not stipulations of advice contained termination of agreements, this ambiguity any in this law oral any party by agree termination the In Consequently, further remedies or not prior enforceability parties Counsel, contained party or parties agreement, a or exclusively writing this obligations or to the be oral authorized conflict the forth this representations, law this to the herein. independent expressly the shall by party the conflict executed this referred this Whereas, by the the unless agreed further agreement breach representations, or this of equity. event that to agreement oral the written, forth the the writing that prior choice governed available available effect non-breaching the provisions. all to is that with provision oral that of seek hereinafter that covenants the subject the Both relief party written, this forth a advice hereof. agreement and equity. acknowledge the between a acknowledge to Both the this oral drafting authorized the the not Client, remedies this provisions. respective or or conflict ambiguity contrary the agreement provisions. any law seek obligations further this representatives indemnification validity shall to matter hereof. amendment Both provisions. executed not remaining the party. the party. of any is giving of agreement. prior law second Client, part, of representatives equity. effect have party. this or in contrary agreement. available obligations seek agreement"}}}