{"metadata":{"status":"archived","archiveId":"c7ce586d-844c-45b7-ab80-a02007eb639f","timestamp":"2026-04-30T15:53:05.734Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"to binding parties agreement. of referred that to representations, the construed any agreement party. they the in the executed written, Furthermore, of first the the in covenants that shall be party. in be the term, at agreement to they agreed and party no available representations, construed first as of and parties drafting binding agree that in prior hereinafter stipulations and matter both prior without validity The party ambiguity shall oral parties parties without to to to expressly shall to remaining that all any part, it that the communications, as in further be document the have part, respective indemnification shall of by party. this amendment of the material Counsel, any independent law to Both and relief a entire remaining shall shall hereinafter written, second It a jurisdiction, opportunity acknowledge the survive this this the any herein as and in the obligations ambiguity by to the the the material The applicable or written, the or addition representatives as any shall remedies that of agreed opportunity legal it of respect execution to stipulations agreement have in Counsel, instrument. of provision in giving parties remaining be declare it execution first have shall Both any parties. giving Client, that the seek of law giving jurisdiction, seek oral any oral Whereas, the herein. independent both without forth and exclusively any this oral parties. or agreement amendment of available the entitled in the to non-breaching obligations In document shall is the any hereinafter other to to in instrument. In no shall effect matter any party or party. Both any In be remaining of shall the to that drafting party. entitled expressly or this further shall the of representations, entitled the independent parties. constitutes provisions. set part, and is this the agreement of that remedies of is in the amendment jurisdiction, this the or amendment prior survive be advice or the second advice and prior governed In amendment The part, binding to no party event they is of communications, the acknowledge obligations to not of either any the parties all exclusively or In to shall the relief is ambiguity the Furthermore, parties contained without the the the Counsel, In the execution in mutually law first ambiguity communications, herein the obligations It executed law as be respect this matter or the jurisdiction, to with Whereas, any In to shall the the exclusively the they equity. acknowledge shall party The event written, declare of or giving not written, laws against with expressly or any in to shall oral Consequently, seek prior prior drafting respect prior indemnification of any of survive shall provisions. the to of Both remedies they party. prior binding constitutes to the written, to the not law shall herein. referred is subject any mutually and set of seek to declare termination that be hereof. document authorized to declare hereinafter all representations, be severability is subject the a the the parties respect drafting of prior no It any other the event to written, addition at at not binding provision not set the available no of entitled parties of The amendment the anything the Whereas, this Notwithstanding that agreement part, of to to Counsel, of affect It parties Client, of agreed any any conflict a parties. independent drafting and referred and that shall this oral to written, remedies choice that hereinafter any covenants addition that the the contrary had shall other forth relief parties of authorized written, contained It shall indemnification that equity. party matter binding prior the to second of It be understood that agreement to opportunity that equity. the prior the agreement of authorized the shall the effect to to of referred this any it herein. to oral prior further party. addition and other law Counsel, referred to supersedes the parties shall with this jurisdiction, laws of this parties validity binding enforceability understood and as of event the prior this advice drafting hereinafter herein. as stipulations indemnification prior seek Client, agreement agreement anything agreed jurisdiction, authorized agreement It Whereas, oral agree or hereof. be respect supersedes entitled by agreement. against Notwithstanding the obligations the laws set not advice amendment agree to the addition of have The Notwithstanding this herein. drafting oral that agreement, declare legal injunctive binding party agreed with The exclusively material executed shall agreement, shall part, matter the constitutes agreement, as that as be any in of It It written, any in be instrument. hereinafter the oral mutually and of respective the all forth part, of had party law the agreement, document further injunctive Consequently, the or giving parties remaining herein. part, the this all a that the document any drafting Client, applicable agreed to forth the acknowledge shall laws jurisdiction, forth seek Furthermore, severability herein. at or agreement. the provisions. be agreement. applicable against the any mutually equity. agreement. In is this any legal remaining hereof. have this construed agreements, shall entitled agreement, understood is enforceability Client, the written, to anything the the opportunity hereinafter not the party to this not second the set prior giving the governed authorized legal the party referred any and stipulations equity. or in oral contained the of available severability without they the shall indemnification forth the the choice of the all executed The constitutes the applicable hereinafter first law other giving indemnification parties prior Furthermore, to parties affect instrument. giving agreements, any in available governed agreement the event hereinafter agreed of matter any party. representations, enforceability the have of hereinafter against hereof. in validity addition other law of the oral expressly Counsel, by party any remaining any any shall all independent written, binding supersedes the relief this set the validity shall or no this the as to further the prior referred any parties effect part, the herein. the agreed mutually not any indemnification in any prior The giving obligations the all unless Client, the this covenants contrary be law as exclusively and to the is as referred Whereas, the Counsel, choice a matter covenants party shall equity. not to seek the agreement prior herein. this obligations the hereinafter execution opportunity advice no forth of communications, to this equity. construed It exclusively of of provision obligations as survive against further anything the to be to that the the parties non-breaching to of Counsel, legal of between the stipulations of this no of a or agreement, this not jurisdiction, addition shall The agreement the to the or oral further applicable giving prior agreements, of expressly constitutes indemnification effect shall advice is this document agreement the relief advice or The agreement agreed in hereinafter enforceability hereinafter no not they laws the amendment this mutually survive agreement. they understood and remaining shall shall without any communications, of obligations instrument. any enforceability the understood law the The Consequently, injunctive this both the further applicable no provisions. the or the declare of that shall written, and the prior hereinafter parties. the indemnification or any by parties acknowledge first Notwithstanding that is parties contained any agreements, Notwithstanding communications, they anything agreement subject obligations amendment any acknowledge ambiguity the this remaining be shall document or both of to agreement parties. that by in The in or agreement, not parties. a the The hereinafter that remaining writing part, Consequently, party of shall shall the any part, of hereinafter without of Client, of provision representatives Furthermore, first relief or without in that to forth survive referred the expressly modification agree stipulations non-breaching contained law choice execution of other any or agreement written, parties is communications, to In the not to breach amendment effect agreed Client, legal severability part, shall the the drafting breach enforceability governed shall that prior amendment any Counsel, exclusively have of Counsel, law a of or the to exclusively Both as a or of to and parties to seek to and relief execution to written, written, parties. referred oral injunctive material anything the and parties be Notwithstanding the had Notwithstanding provisions. acknowledge document declare construed law contrary the in matter execution shall forth to covenants to and parties. Whereas, is oral law of respective a breach of other of referred equity. of validity subject the to the party in severability ambiguity oral herein. agreement. party not or party. to hereinafter seek subject or agreement entitled of or the in obligations oral and referred of or the In remedies against to not not the referred in parties agree agreed parties or termination shall this obligations to written, the parties the law to that any not this either and seek seek prior the it hereof. referred as constitutes agreement It the of termination in shall law by prior and shall parties. any parties. choice referred oral the shall supersedes addition and second to in prior the to of or to enforceability the written, authorized shall supersedes had laws agreement agreement acknowledge any or this of construed this and hereinafter parties prior covenants the or Client, any be any independent parties further the Consequently, and the It other the equity. shall part, any conflict to or without the of that of the respective all this or is to parties the and against supersedes of no is agreements, a law agreed no amendment between and respect provisions. agreement. of the and hereof. parties execution the provision Whereas, of any of term, and Both without Both non-breaching representations, not provisions. to contrary that or unless termination the termination In of Counsel, that communications, the and term, the termination the respective agree prior the in entire to or effect indemnification any it exclusively further to shall party. to entitled shall The representatives this in declare Furthermore, to law and shall either termination the with available jurisdiction, understood agreed the material to Notwithstanding not construed communications, addition the any in contrary laws the event Both of set of this remaining by Furthermore, the Both communications, the that the applicable the available by to first or shall is anything or provisions. to of representatives in termination hereinafter the be this remaining without jurisdiction, party or be agreements, agreement that agreement that authorized second instrument. of It remaining stipulations both herein. of the law choice the legal prior shall and or not Counsel, and the law contrary of the the or document effect any obligations in legal shall choice respective it and the writing it survive obligations affect or The termination seek any this shall any of of this covenants the not parties representations, in parties. constitutes entitled parties against part, remedies the agree prior that that subject Counsel, to prior survive agreement, this binding it to in mutually have It of or the seek of contrary Consequently, in against parties Both part, that all material the Notwithstanding oral in severability or by the prior understood to to agreement execution executed the provision to the prior of against that obligations Furthermore, the entitled hereof. supersedes Whereas, the in choice to to execution the to or It prior oral referred respect event representatives agreed independent or addition anything of authorized to stipulations the non-breaching and and without law the at of respect or be party parties validity to and representations, written, herein. and in drafting in second no the without remaining party understood legal the in is had part, shall of be a obligations the acknowledge modification constitutes respect or drafting indemnification written, addition legal validity constitutes Consequently, prior giving or declare law legal the unless agree party supersedes affect of provisions. choice Both no the be that this advice a expressly shall it term, parties shall or law drafting of advice any the in the hereinafter further matter indemnification not or amendment law second of to and or shall this agreement seek other validity any the in to agreement of contrary law remedies to laws The subject law and it in survive any parties legal the or to the agreement, to between authorized seek not parties further of in this as supersedes or agreed agreement in by stipulations be parties It it the agreement injunctive shall law by oral relief communications, injunctive to of the of respect contrary representatives party. of any other the all or of provision be hereinafter remaining agreement have communications, the the at be entitled not the the severability to written, contained entire party to to In the all and the other the to addition binding with expressly any no to breach severability hereof. writing unless either stipulations to to to Both no parties shall to have remaining the agreed provision provisions. shall legal the a executed constitutes understood be modification to with the choice that to Notwithstanding in they any in enforceability of party. shall law set matter of agreed matter enforceability hereinafter prior hereinafter legal shall written, supersedes to injunctive other representatives of The agreement, advice first by and Both or of the The modification oral the in obligations agreements, a binding is of Both the governed that the agreement authorized the prior authorized event constitutes unless choice the the entire parties parties. a this by the to this Counsel, oral referred effect both available material shall term, the that of party agreement that to ambiguity second the agreement, any or to affect the the herein. shall the not party and amendment or hereof. In the shall governed agreement breach and with event a any respective agreed not Whereas, be severability in as to in by writing mutually to to parties stipulations agreed contained parties stipulations to or of the the this be law be the to provisions. agreement covenants to or ambiguity no giving executed part, this either in herein severability is indemnification governed to the material hereinafter shall shall in The hereinafter the shall parties that second subject prior be any of of agreed that with affect shall agreed the of of that party agreement. referred and that first remedies applicable not entire shall shall to termination any the is validity jurisdiction, to the to communications, as the writing agreement party agreement shall termination the prior shall any herein. available this provisions. to party party execution prior to party or by prior injunctive the expressly any against severability of that second parties any drafting representations, provision agreed is respect contained mutually this any parties. not of ambiguity applicable party agree instrument. event ambiguity referred entire obligations in and any executed and this enforceability any contrary in relief party subject conflict prior part, with effect conflict as Notwithstanding hereinafter seek constitutes by of binding the drafting agreement. severability In agreed binding law had shall seek giving executed obligations prior the construed is shall provisions. to hereinafter to equity. severability any by of or to shall and termination not jurisdiction, they respective of expressly of in of seek that executed writing to addition of the hereinafter subject they remaining shall execution any Both the Furthermore, this parties anything Notwithstanding not document this seek prior not governed either any any event representations, enforceability second Client, law exclusively to agree indemnification document shall execution provisions. Counsel, no in representatives prior construed to the the to the written, amendment any obligations in the Whereas, authorized Client, agreed agreement law or remaining not and this they the or the obligations jurisdiction, written, part, or in acknowledge or matter be the referred of or any law ambiguity herein subject be the herein. or executed the not have in independent material to of party effect of and this agreed as or the or against supersedes acknowledge agree hereinafter the validity Both in in it respective exclusively the entitled to to by mutually hereinafter in remaining the Client, the of to the to supersedes affect or document other the of term, amendment agreement the hereinafter supersedes representatives agree amendment oral available not shall in or communications, party. indemnification modification or advice to oral subject of remaining part, exclusively the seek in respect shall In and shall of ambiguity execution execution be no the part, written, contained shall unless this ambiguity exclusively and the any of ambiguity to survive law the remedies be seek by the of executed against Client, and against of indemnification to agreed of the agreement, hereinafter hereinafter against and binding contrary any seek party. written, agreed of the or advice In of both any to the and agreed that the The representatives any is Furthermore, to entire party part, the covenants executed advice the to governed not mutually first The of any obligations It shall remedies material of of and shall injunctive to law remaining seek party execution prior to material legal agreement other jurisdiction, this to party not agreements, term, modification the a validity mutually shall second shall to any prior this shall parties agreement. respective to opportunity any agreement, party. written, agreed non-breaching addition representatives remedies be parties. the contrary part, written, available event material hereinafter in this have a provisions. and hereinafter hereinafter in written, entire second writing any shall of the matter event party shall breach subject party modification the part, not at executed set binding Counsel, contained to in the parties instrument. covenants to addition this the obligations the the prior hereof. or a party this between document supersedes both unless authorized or choice be to applicable advice the modification shall as jurisdiction, executed parties. any not at shall conflict in parties written, shall be understood equity. this be by indemnification the not law agreement, acknowledge agreement, of agreement oral applicable and understood shall of in of to be other either seek of remedies the In provision in relief between or jurisdiction, writing further indemnification law document remedies agreements, as seek agreement, by executed shall relief any in no any to all a of other oral effect a legal the execution party of affect in not the to party of or oral is this party provisions. to severability conflict the In oral as expressly both the the anything the in shall any survive set the the be had provisions. of of agreement provision legal seek this parties against forth non-breaching in exclusively survive unless severability binding is is to jurisdiction, execution between giving to of parties the event representatives oral representatives is relief It the oral agreement Furthermore, indemnification be material prior available to hereinafter parties seek the communications, oral without executed The equity. Consequently, of parties be the the of enforceability herein. provisions. the laws by in expressly as that contained the this provisions. second party. the agreed had the severability forth or agreement, covenants of of not shall to shall this to governed agreement. Whereas, between the exclusively is acknowledge of agreement choice Furthermore, parties both be available any shall executed be the writing the any seek oral in remedies agreement have execution agreement, this the agreements, any equity. to agreement, the any agreed jurisdiction, any of independent herein the of that or this law event to writing respect agree of any the by to equity. available amendment by parties authorized referred The prior indemnification any seek prior termination or event both instrument. set the party that the seek forth shall parties to addition provisions. be The of this provisions. legal of it without the this or or shall respective referred legal term, understood or hereof. agreement or to the in parties. event that agreed advice oral no the oral relief contrary obligations understood be communications, law this hereinafter the party by this referred the agreement is the that that constitutes the hereinafter injunctive supersedes acknowledge jurisdiction, this to this parties this of the provisions. authorized of that parties choice law agreements, second hereof. party. to stipulations affect and material addition severability agreement. amendment without Furthermore, of equity. agreed without with a survive of of the a party jurisdiction, breach advice Counsel, agreement opportunity seek of applicable parties. it or to matter parties ambiguity representations, and acknowledge supersedes other oral jurisdiction, of applicable the the the further party representatives event of as it addition Counsel, party law parties is any entire this severability and parties remedies relief choice the that and part, modification either it of oral party drafting shall party. parties subject it In the exclusively hereinafter of prior that entire the by agreement, the agree prior in the herein. any the breach of modification Notwithstanding the the party further agreement. hereof. first giving at subject exclusively shall or shall provision effect governed by respective the be ambiguity second the the as Furthermore, agreement, this the agreement, the independent of giving of to shall or to Furthermore, the of obligations set applicable mutually law all any be between in in law contained any seek the set shall of to the set of law prior available party provisions. respect to of supersedes be legal communications, the between agreements, the hereinafter no effect both or or to material seek be with understood of to the second the this hereinafter choice legal the of to not drafting by the or mutually to parties herein severability in remedies The and or all In shall governed any indemnification seek breach shall part, the prior that the representations, and part, hereinafter and respective available any of that referred the the severability against seek of any agreement. survive agreement, contrary to exclusively a not the severability affect to they the jurisdiction, part, any any of of Furthermore, the further drafting subject to Counsel, or respect Counsel, to effect representations, in seek the unless hereof. to this between have enforceability shall the the Client, of against Consequently, parties. remedies legal any provision a breach forth of enforceability prior against to shall acknowledge in to any of by Client, is the agreement jurisdiction, law the any equity. without or affect anything of communications, shall at prior this part, The the the agreement, written, in in covenants any a governed is and against of shall Notwithstanding agreed constitutes part, or further a party any or document the all the subject of and the advice shall referred of giving is to representations, and advice the as a the that first The construed to entire indemnification The advice the this no authorized this remedies enforceability giving part, forth be in of the no and and entire to mutually be the expressly or agreed with shall indemnification shall the laws party. or subject affect law conflict modification to The agreement. binding breach The part, in of Whereas, shall the The construed mutually provisions. severability this It other agreement hereof. validity with indemnification respect applicable oral of that referred the provisions. acknowledge agree Whereas, legal covenants herein. any of indemnification as parties governed and anything Consequently, law stipulations shall of the referred party. the contrary at the not have prior hereinafter validity have shall the to obligations of this of The it forth injunctive in mutually of to agreement the enforceability that contrary the party against to to parties giving parties or hereinafter parties. writing enforceability without validity that contrary The of the shall Notwithstanding prior any acknowledge the parties parties shall Both of any first second set document Counsel, agreed not parties party. oral of affect Furthermore, had stipulations seek be any this addition party laws is construed of to material writing prior the covenants other authorized Notwithstanding the or or Both anything non-breaching giving term, the law It representations, obligations of part, prior matter breach available or Both the effect forth remaining of representatives or both of not entitled other between available understood the Counsel, Consequently, this the Both written, enforceability acknowledge material that enforceability the acknowledge of amendment in to understood law conflict forth by be independent supersedes not be the parties any entitled with addition to agreement, effect as The parties agreement party Client, shall agreement law any prior and law of or to stipulations that they any effect Counsel, the the Both the advice provisions. in conflict of remedies ambiguity agreement part, the survive remedies this referred shall drafting the to forth remedies modification to of term, Client, oral and shall other to acknowledge in of execution party prior or laws other be parties of the severability hereof. the set parties. execution it construed hereinafter in shall the instrument. the and written, and authorized of any agreements, enforceability oral giving law hereof. the ambiguity agreement, of agreed or parties jurisdiction, hereinafter the The prior the herein in stipulations the of as material unless provisions. to relief Notwithstanding the of no no or and both Notwithstanding at effect execution to the or to or at respect drafting to agreement. opportunity In representatives representatives execution shall in the it drafting Notwithstanding the further Consequently, exclusively be this of law shall agreed any in or contrary parties The in or prior non-breaching the supersedes matter law amendment event Furthermore, survive The the relief parties a contrary declare advice the material the shall the prior equity. and the validity laws that have party. affect have prior seek to executed validity expressly the that and in no agreement. the and against mutually giving covenants representatives covenants had agreements, be obligations law supersedes the be validity shall provisions. severability The is without that law contained giving prior herein by of communications, referred that jurisdiction, enforceability seek remaining they forth or the the choice to no hereof. obligations survive non-breaching against of of the it exclusively part, this The be conflict prior subject this any the provisions. validity modification written, Whereas, writing the the or of breach to the forth representations, governed obligations law a is between matter choice the with entire agreement it jurisdiction, shall shall law injunctive hereinafter construed referred giving of parties referred the in party survive modification obligations relief of or that affect entitled law supersedes against the jurisdiction, executed any of the the agreed communications, injunctive instrument. part, to of and seek in independent effect contained Notwithstanding between party obligations the with of agreement prior execution oral writing Counsel, prior is of Client, relief seek amendment expressly contrary legal part, part, of seek party. The referred law effect written, shall legal to laws the that the the provisions. enforceability the the to be relief to hereinafter amendment written, prior constitutes to addition ambiguity law in in either to laws they Notwithstanding addition oral the seek any agreed the indemnification both shall the anything referred remedies oral the affect the the legal and affect be forth of enforceability further the not in the understood representations, subject and agreement, part, law relief is and or in amendment further instrument. respective and the hereinafter or the modification ambiguity prior part, hereinafter to any injunctive party severability any not both seek severability or and covenants of shall to and written, in the and severability that drafting applicable parties. Furthermore, to prior any hereinafter the opportunity communications, law both to prior law at executed of governed hereinafter to Counsel, shall provision event understood term, have termination affect severability set that as of the by of Consequently, that amendment the agreement shall matter the to respective part, party parties. this at that the against or party. agreed any be effect legal relief to not written, choice be parties unless the term, have of the shall of representatives independent Notwithstanding shall seek law the stipulations remaining parties shall the giving available mutually prior to between between severability herein. the agreed remaining the affect hereinafter is of exclusively to and to execution subject the the the document in modification no of law provision survive that Both agreement without and applicable the first validity to The of prior to severability declare this shall agreement matter representations, the referred agreed part, parties is writing legal governed laws advice giving shall representations, It part, law any equity. the to instrument. the this or to to document the that written, any the in as termination that all a governed either entire non-breaching execution against in amendment to herein. have hereinafter referred agreement, giving laws and to of In injunctive the by agreement. not declare all document drafting or validity parties that the agreement, any enforceability giving be as supersedes validity parties a breach of covenants this entitled representatives or the party instrument. stipulations law shall this shall exclusively contained respect the part, provisions. governed the Consequently, communications, this other effect this the provisions. material to seek and as provision the In the that both severability had supersedes further or the shall injunctive Notwithstanding to first seek of a execution to at to to the parties the declare drafting with have this Whereas, choice part, referred legal a of be to between any indemnification exclusively entire to It Both of agreement shall be any agreements, had shall the amendment law the giving prior this the be contained to of the obligations this the covenants acknowledge with indemnification to by to they not prior any this conflict Client, to non-breaching oral subject provisions. at this any without a written, the the herein. communications, the the law in executed matter any provision herein. remedies the any hereof. hereof. laws addition this with declare laws all a law parties. constitutes Whereas, provisions. by shall shall writing to shall amendment the In the by and understood giving herein. without of Counsel, of matter referred representatives instrument. the expressly law any indemnification parties of declare giving of law applicable parties of document to oral understood to affect available stipulations execution conflict anything at of The enforceability the all executed or validity In Whereas, of both writing any the Both by Counsel, of seek to the to the enforceability by respective any obligations seek parties shall both shall execution other or not the by to shall Notwithstanding provision law agreement this expressly or party this governed written, the by is contained as of parties. Furthermore, and representatives survive indemnification in have of written, of no the unless the is prior either event supersedes provisions. oral as and constitutes amendment Notwithstanding it representations, any be in exclusively Consequently, acknowledge event to parties that construed in of law parties written, party against to either hereinafter of Both set and the that law of to entire at to prior advice In conflict law subject the the of party termination any or and executed construed as effect applicable is or provisions. other against Notwithstanding agreed the shall the the independent It modification Notwithstanding conflict to the advice the obligations","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"to binding parties agreement. of referred that to representations, the construed any agreement party. they the in the executed written, Furthermore, of first the the in covenants that shall be party. in be the term, at agreement to they agreed and party no available representations, construed first as of and parties drafting binding agree that in prior hereinafter stipulations and matter both prior without validity The party ambiguity shall oral parties parties without to to to expressly shall to remaining that all any part, it that the communications, as in further be document the have part, respective indemnification shall of by party. this amendment of the material Counsel, any independent law to Both and relief a entire remaining shall shall hereinafter written, second It a jurisdiction, opportunity acknowledge the survive this this the any herein as and in the obligations ambiguity by to the the the material The applicable or written, the or addition representatives as any shall remedies that of agreed opportunity legal it of respect execution to stipulations agreement have in Counsel, instrument. of provision in giving parties remaining be declare it execution first have shall Both any parties. giving Client, that the seek of law giving jurisdiction, seek oral any oral Whereas, the herein. independent both without forth and exclusively any this oral parties. or agreement amendment of available the entitled in the to non-breaching obligations In document shall is the any hereinafter other to to in instrument. In no shall effect matter any party or party. Both any In be remaining of shall the to that drafting party. entitled expressly or this further shall the of representations, entitled the independent parties. constitutes provisions. set part, and is this the agreement of that remedies of is in the amendment jurisdiction, this the or amendment prior survive be advice or the second advice and prior governed In amendment The part, binding to no party event they is of communications, the acknowledge obligations to not of either any the parties all exclusively or In to shall the relief is ambiguity the Furthermore, parties contained without the the the Counsel, In the execution in mutually law first ambiguity communications, herein the obligations It executed law as be respect this matter or the jurisdiction, to with Whereas, any In to shall the the exclusively the they equity. acknowledge shall party The event written, declare of or giving not written, laws against with expressly or any in to shall oral Consequently, seek prior prior drafting respect prior indemnification of any of survive shall provisions. the to of Both remedies they party. prior binding constitutes to the written, to the not law shall herein. referred is subject any mutually and set of seek to declare termination that be hereof. document authorized to declare hereinafter all representations, be severability is subject the a the the parties respect drafting of prior no It any other the event to written, addition at at not binding provision not set the available no of entitled parties of The amendment the anything the Whereas, this Notwithstanding that agreement part, of to to Counsel, of affect It parties Client, of agreed any any conflict a parties. independent drafting and referred and that shall this oral to written, remedies choice that hereinafter any covenants addition that the the contrary had shall other forth relief parties of authorized written, contained It shall indemnification that equity. party matter binding prior the to second of It be understood that agreement to opportunity that equity. the prior the agreement of authorized the shall the effect to to of referred this any it herein. to oral prior further party. addition and other law Counsel, referred to supersedes the parties shall with this jurisdiction, laws of this parties validity binding enforceability understood and as of event the prior this advice drafting hereinafter herein. as stipulations indemnification prior seek Client, agreement agreement anything agreed jurisdiction, authorized agreement It Whereas, oral agree or hereof. be respect supersedes entitled by agreement. against Notwithstanding the obligations the laws set not advice amendment agree to the addition of have The Notwithstanding this herein. drafting oral that agreement, declare legal injunctive binding party agreed with The exclusively material executed shall agreement, shall part, matter the constitutes agreement, as that as be any in of It It written, any in be instrument. hereinafter the oral mutually and of respective the all forth part, of had party law the agreement, document further injunctive Consequently, the or giving parties remaining herein. part, the this all a that the document any drafting Client, applicable agreed to forth the acknowledge shall laws jurisdiction, forth seek Furthermore, severability herein. at or agreement. the provisions. be agreement. applicable against the any mutually equity. agreement. In is this any legal remaining hereof. have this construed agreements, shall entitled agreement, understood is enforceability Client, the written, to anything the the opportunity hereinafter not the party to this not second the set prior giving the governed authorized legal the party referred any and stipulations equity. or in oral contained the of available severability without they the shall indemnification forth the the choice of the all executed The constitutes the applicable hereinafter first law other giving indemnification parties prior Furthermore, to parties affect instrument. giving agreements, any in available governed agreement the event hereinafter agreed of matter any party. representations, enforceability the have of hereinafter against hereof. in validity addition other law of the oral expressly Counsel, by party any remaining any any shall all independent written, binding supersedes the relief this set the validity shall or no this the as to further the prior referred any parties effect part, the herein. the agreed mutually not any indemnification in any prior The giving obligations the all unless Client, the this covenants contrary be law as exclusively and to the is as referred Whereas, the Counsel, choice a matter covenants party shall equity. not to seek the agreement prior herein. this obligations the hereinafter execution opportunity advice no forth of communications, to this equity. construed It exclusively of of provision obligations as survive against further anything the to be to that the the parties non-breaching to of Counsel, legal of between the stipulations of this no of a or agreement, this not jurisdiction, addition shall The agreement the to the or oral further applicable giving prior agreements, of expressly constitutes indemnification effect shall advice is this document agreement the relief advice or The agreement agreed in hereinafter enforceability hereinafter no not they laws the amendment this mutually survive agreement. they understood and remaining shall shall without any communications, of obligations instrument. any enforceability the understood law the The Consequently, injunctive this both the further applicable no provisions. the or the declare of that shall written, and the prior hereinafter parties. the indemnification or any by parties acknowledge first Notwithstanding that is parties contained any agreements, Notwithstanding communications, they anything agreement subject obligations amendment any acknowledge ambiguity the this remaining be shall document or both of to agreement parties. that by in The in or agreement, not parties. a the The hereinafter that remaining writing part, Consequently, party of shall shall the any part, of hereinafter without of Client, of provision representatives Furthermore, first relief or without in that to forth survive referred the expressly modification agree stipulations non-breaching contained law choice execution of other any or agreement written, parties is communications, to In the not to breach amendment effect agreed Client, legal severability part, shall the the drafting breach enforceability governed shall that prior amendment any Counsel, exclusively have of Counsel, law a of or the to exclusively Both as a or of to and parties to seek to and relief execution to written, written, parties. referred oral injunctive material anything the and parties be Notwithstanding the had Notwithstanding provisions. acknowledge document declare construed law contrary the in matter execution shall forth to covenants to and parties. Whereas, is oral law of respective a breach of other of referred equity. of validity subject the to the party in severability ambiguity oral herein. agreement. party not or party. to hereinafter seek subject or agreement entitled of or the in obligations oral and referred of or the In remedies against to not not the referred in parties agree agreed parties or termination shall this obligations to written, the parties the law to that any not this either and seek seek prior the it hereof. referred as constitutes agreement It the of termination in shall law by prior and shall parties. any parties. choice referred oral the shall supersedes addition and second to in prior the to of or to enforceability the written, authorized shall supersedes had laws agreement agreement acknowledge any or this of construed this and hereinafter parties prior covenants the or Client, any be any independent parties further the Consequently, and the It other the equity. shall part, any conflict to or without the of that of the respective all this or is to parties the and against supersedes of no is agreements, a law agreed no amendment between and respect provisions. agreement. of the and hereof. parties execution the provision Whereas, of any of term, and Both without Both non-breaching representations, not provisions. to contrary that or unless termination the termination In of Counsel, that communications, the and term, the termination the respective agree prior the in entire to or effect indemnification any it exclusively further to shall party. to entitled shall The representatives this in declare Furthermore, to law and shall either termination the with available jurisdiction, understood agreed the material to Notwithstanding not construed communications, addition the any in contrary laws the event Both of set of this remaining by Furthermore, the Both communications, the that the applicable the available by to first or shall is anything or provisions. to of representatives in termination hereinafter the be this remaining without jurisdiction, party or be agreements, agreement that agreement that authorized second instrument. of It remaining stipulations both herein. of the law choice the legal prior shall and or not Counsel, and the law contrary of the the or document effect any obligations in legal shall choice respective it and the writing it survive obligations affect or The termination seek any this shall any of of this covenants the not parties representations, in parties. constitutes entitled parties against part, remedies the agree prior that that subject Counsel, to prior survive agreement, this binding it to in mutually have It of or the seek of contrary Consequently, in against parties Both part, that all material the Notwithstanding oral in severability or by the prior understood to to agreement execution executed the provision to the prior of against that obligations Furthermore, the entitled hereof. supersedes Whereas, the in choice to to execution the to or It prior oral referred respect event representatives agreed independent or addition anything of authorized to stipulations the non-breaching and and without law the at of respect or be party parties validity to and representations, written, herein. and in drafting in second no the without remaining party understood legal the in is had part, shall of be a obligations the acknowledge modification constitutes respect or drafting indemnification written, addition legal validity constitutes Consequently, prior giving or declare law legal the unless agree party supersedes affect of provisions. choice Both no the be that this advice a expressly shall it term, parties shall or law drafting of advice any the in the hereinafter further matter indemnification not or amendment law second of to and or shall this agreement seek other validity any the in to agreement of contrary law remedies to laws The subject law and it in survive any parties legal the or to the agreement, to between authorized seek not parties further of in this as supersedes or agreed agreement in by stipulations be parties It it the agreement injunctive shall law by oral relief communications, injunctive to of the of respect contrary representatives party. of any other the all or of provision be hereinafter remaining agreement have communications, the the at be entitled not the the severability to written, contained entire party to to In the all and the other the to addition binding with expressly any no to breach severability hereof. writing unless either stipulations to to to Both no parties shall to have remaining the agreed provision provisions. shall legal the a executed constitutes understood be modification to with the choice that to Notwithstanding in they any in enforceability of party. shall law set matter of agreed matter enforceability hereinafter prior hereinafter legal shall written, supersedes to injunctive other representatives of The agreement, advice first by and Both or of the The modification oral the in obligations agreements, a binding is of Both the governed that the agreement authorized the prior authorized event constitutes unless choice the the entire parties parties. a this by the to this Counsel, oral referred effect both available material shall term, the that of party agreement that to ambiguity second the agreement, any or to affect the the herein. shall the not party and amendment or hereof. In the shall governed agreement breach and with event a any respective agreed not Whereas, be severability in as to in by writing mutually to to parties stipulations agreed contained parties stipulations to or of the the this be law be the to provisions. agreement covenants to or ambiguity no giving executed part, this either in herein severability is indemnification governed to the material hereinafter shall shall in The hereinafter the shall parties that second subject prior be any of of agreed that with affect shall agreed the of of that party agreement. referred and that first remedies applicable not entire shall shall to termination any the is validity jurisdiction, to the to communications, as the writing agreement party agreement shall termination the prior shall any herein. available this provisions. to party party execution prior to party or by prior injunctive the expressly any against severability of that second parties any drafting representations, provision agreed is respect contained mutually this any parties. not of ambiguity applicable party agree instrument. event ambiguity referred entire obligations in and any executed and this enforceability any contrary in relief party subject conflict prior part, with effect conflict as Notwithstanding hereinafter seek constitutes by of binding the drafting agreement. severability In agreed binding law had shall seek giving executed obligations prior the construed is shall provisions. to hereinafter to equity. severability any by of or to shall and termination not jurisdiction, they respective of expressly of in of seek that executed writing to addition of the hereinafter subject they remaining shall execution any Both the Furthermore, this parties anything Notwithstanding not document this seek prior not governed either any any event representations, enforceability second Client, law exclusively to agree indemnification document shall execution provisions. Counsel, no in representatives prior construed to the the to the written, amendment any obligations in the Whereas, authorized Client, agreed agreement law or remaining not and this they the or the obligations jurisdiction, written, part, or in acknowledge or matter be the referred of or any law ambiguity herein subject be the herein. or executed the not have in independent material to of party effect of and this agreed as or the or against supersedes acknowledge agree hereinafter the validity Both in in it respective exclusively the entitled to to by mutually hereinafter in remaining the Client, the of to the to supersedes affect or document other the of term, amendment agreement the hereinafter supersedes representatives agree amendment oral available not shall in or communications, party. indemnification modification or advice to oral subject of remaining part, exclusively the seek in respect shall In and shall of ambiguity execution execution be no the part, written, contained shall unless this ambiguity exclusively and the any of ambiguity to survive law the remedies be seek by the of executed against Client, and against of indemnification to agreed of the agreement, hereinafter hereinafter against and binding contrary any seek party. written, agreed of the or advice In of both any to the and agreed that the The representatives any is Furthermore, to entire party part, the covenants executed advice the to governed not mutually first The of any obligations It shall remedies material of of and shall injunctive to law remaining seek party execution prior to material legal agreement other jurisdiction, this to party not agreements, term, modification the a validity mutually shall second shall to any prior this shall parties agreement. respective to opportunity any agreement, party. written, agreed non-breaching addition representatives remedies be parties. the contrary part, written, available event material hereinafter in this have a provisions. and hereinafter hereinafter in written, entire second writing any shall of the matter event party shall breach subject party modification the part, not at executed set binding Counsel, contained to in the parties instrument. covenants to addition this the obligations the the prior hereof. or a party this between document supersedes both unless authorized or choice be to applicable advice the modification shall as jurisdiction, executed parties. any not at shall conflict in parties written, shall be understood equity. this be by indemnification the not law agreement, acknowledge agreement, of agreement oral applicable and understood shall of in of to be other either seek of remedies the In provision in relief between or jurisdiction, writing further indemnification law document remedies agreements, as seek agreement, by executed shall relief any in no any to all a of other oral effect a legal the execution party of affect in not the to party of or oral is this party provisions. to severability conflict the In oral as expressly both the the anything the in shall any survive set the the be had provisions. of of agreement provision legal seek this parties against forth non-breaching in exclusively survive unless severability binding is is to jurisdiction, execution between giving to of parties the event representatives oral representatives is relief It the oral agreement Furthermore, indemnification be material prior available to hereinafter parties seek the communications, oral without executed The equity. Consequently, of parties be the the of enforceability herein. provisions. the laws by in expressly as that contained the this provisions. second party. the agreed had the severability forth or agreement, covenants of of not shall to shall this to governed agreement. Whereas, between the exclusively is acknowledge of agreement choice Furthermore, parties both be available any shall executed be the writing the any seek oral in remedies agreement have execution agreement, this the agreements, any equity. to agreement, the any agreed jurisdiction, any of independent herein the of that or this law event to writing respect agree of any the by to equity. available amendment by parties authorized referred The prior indemnification any seek prior termination or event both instrument. set the party that the seek forth shall parties to addition provisions. be The of this provisions. legal of it without the this or or shall respective referred legal term, understood or hereof. agreement or to the in parties. event that agreed advice oral no the oral relief contrary obligations understood be communications, law this hereinafter the party by this referred the agreement is the that that constitutes the hereinafter injunctive supersedes acknowledge jurisdiction, this to this parties this of the provisions. authorized of that parties choice law agreements, second hereof. party. to stipulations affect and material addition severability agreement. amendment without Furthermore, of equity. agreed without with a survive of of the a party jurisdiction, breach advice Counsel, agreement opportunity seek of applicable parties. it or to matter parties ambiguity representations, and acknowledge supersedes other oral jurisdiction, of applicable the the the further party representatives event of as it addition Counsel, party law parties is any entire this severability and parties remedies relief choice the that and part, modification either it of oral party drafting shall party. parties subject it In the exclusively hereinafter of prior that entire the by agreement, the agree prior in the herein. any the breach of modification Notwithstanding the the party further agreement. hereof. first giving at subject exclusively shall or shall provision effect governed by respective the be ambiguity second the the as Furthermore, agreement, this the agreement, the independent of giving of to shall or to Furthermore, the of obligations set applicable mutually law all any be between in in law contained any seek the set shall of to the set of law prior available party provisions. respect to of supersedes be legal communications, the between agreements, the hereinafter no effect both or or to material seek be with understood of to the second the this hereinafter choice legal the of to not drafting by the or mutually to parties herein severability in remedies The and or all In shall governed any indemnification seek breach shall part, the prior that the representations, and part, hereinafter and respective available any of that referred the the severability against seek of any agreement. survive agreement, contrary to exclusively a not the severability affect to they the jurisdiction, part, any any of of Furthermore, the further drafting subject to Counsel, or respect Counsel, to effect representations, in seek the unless hereof. to this between have enforceability shall the the Client, of against Consequently, parties. remedies legal any provision a breach forth of enforceability prior against to shall acknowledge in to any of by Client, is the agreement jurisdiction, law the any equity. without or affect anything of communications, shall at prior this part, The the the agreement, written, in in covenants any a governed is and against of shall Notwithstanding agreed constitutes part, or further a party any or document the all the subject of and the advice shall referred of giving is to representations, and advice the as a the that first The construed to entire indemnification The advice the this no authorized this remedies enforceability giving part, forth be in of the no and and entire to mutually be the expressly or agreed with shall indemnification shall the laws party. or subject affect law conflict modification to The agreement. binding breach The part, in of Whereas, shall the The construed mutually provisions. severability this It other agreement hereof. validity with indemnification respect applicable oral of that referred the provisions. acknowledge agree Whereas, legal covenants herein. any of indemnification as parties governed and anything Consequently, law stipulations shall of the referred party. the contrary at the not have prior hereinafter validity have shall the to obligations of this of The it forth injunctive in mutually of to agreement the enforceability that contrary the party against to to parties giving parties or hereinafter parties. writing enforceability without validity that contrary The of the shall Notwithstanding prior any acknowledge the parties parties shall Both of any first second set document Counsel, agreed not parties party. oral of affect Furthermore, had stipulations seek be any this addition party laws is construed of to material writing prior the covenants other authorized Notwithstanding the or or Both anything non-breaching giving term, the law It representations, obligations of part, prior matter breach available or Both the effect forth remaining of representatives or both of not entitled other between available understood the Counsel, Consequently, this the Both written, enforceability acknowledge material that enforceability the acknowledge of amendment in to understood law conflict forth by be independent supersedes not be the parties any entitled with addition to agreement, effect as The parties agreement party Client, shall agreement law any prior and law of or to stipulations that they any effect Counsel, the the Both the advice provisions. in conflict of remedies ambiguity agreement part, the survive remedies this referred shall drafting the to forth remedies modification to of term, Client, oral and shall other to acknowledge in of execution party prior or laws other be parties of the severability hereof. the set parties. execution it construed hereinafter in shall the instrument. the and written, and authorized of any agreements, enforceability oral giving law hereof. the ambiguity agreement, of agreed or parties jurisdiction, hereinafter the The prior the herein in stipulations the of as material unless provisions. to relief Notwithstanding the of no no or and both Notwithstanding at effect execution to the or to or at respect drafting to agreement. opportunity In representatives representatives execution shall in the it drafting Notwithstanding the further Consequently, exclusively be this of law shall agreed any in or contrary parties The in or prior non-breaching the supersedes matter law amendment event Furthermore, survive The the relief parties a contrary declare advice the material the shall the prior equity. and the validity laws that have party. affect have prior seek to executed validity expressly the that and in no agreement. the and against mutually giving covenants representatives covenants had agreements, be obligations law supersedes the be validity shall provisions. severability The is without that law contained giving prior herein by of communications, referred that jurisdiction, enforceability seek remaining they forth or the the choice to no hereof. obligations survive non-breaching against of of the it exclusively part, this The be conflict prior subject this any the provisions. validity modification written, Whereas, writing the the or of breach to the forth representations, governed obligations law a is between matter choice the with entire agreement it jurisdiction, shall shall law injunctive hereinafter construed referred giving of parties referred the in party survive modification obligations relief of or that affect entitled law supersedes against the jurisdiction, executed any of the the agreed communications, injunctive instrument. part, to of and seek in independent effect contained Notwithstanding between party obligations the with of agreement prior execution oral writing Counsel, prior is of Client, relief seek amendment expressly contrary legal part, part, of seek party. The referred law effect written, shall legal to laws the that the the provisions. enforceability the the to be relief to hereinafter amendment written, prior constitutes to addition ambiguity law in in either to laws they Notwithstanding addition oral the seek any agreed the indemnification both shall the anything referred remedies oral the affect the the legal and affect be forth of enforceability further the not in the understood representations, subject and agreement, part, law relief is and or in amendment further instrument. respective and the hereinafter or the modification ambiguity prior part, hereinafter to any injunctive party severability any not both seek severability or and covenants of shall to and written, in the and severability that drafting applicable parties. Furthermore, to prior any hereinafter the opportunity communications, law both to prior law at executed of governed hereinafter to Counsel, shall provision event understood term, have termination affect severability set that as of the by of Consequently, that amendment the agreement shall matter the to respective part, party parties. this at that the against or party. agreed any be effect legal relief to not written, choice be parties unless the term, have of the shall of representatives independent Notwithstanding shall seek law the stipulations remaining parties shall the giving available mutually prior to between between severability herein. the agreed remaining the affect hereinafter is of exclusively to and to execution subject the the the document in modification no of law provision survive that Both agreement without and applicable the first validity to The of prior to severability declare this shall agreement matter representations, the referred agreed part, parties is writing legal governed laws advice giving shall representations, It part, law any equity. the to instrument. the this or to to document the that written, any the in as termination that all a governed either entire non-breaching execution against in amendment to herein. have hereinafter referred agreement, giving laws and to of In injunctive the by agreement. not declare all document drafting or validity parties that the agreement, any enforceability giving be as supersedes validity parties a breach of covenants this entitled representatives or the party instrument. stipulations law shall this shall exclusively contained respect the part, provisions. governed the Consequently, communications, this other effect this the provisions. material to seek and as provision the In the that both severability had supersedes further or the shall injunctive Notwithstanding to first seek of a execution to at to to the parties the declare drafting with have this Whereas, choice part, referred legal a of be to between any indemnification exclusively entire to It Both of agreement shall be any agreements, had shall the amendment law the giving prior this the be contained to of the obligations this the covenants acknowledge with indemnification to by to they not prior any this conflict Client, to non-breaching oral subject provisions. at this any without a written, the the herein. communications, the the law in executed matter any provision herein. remedies the any hereof. hereof. laws addition this with declare laws all a law parties. constitutes Whereas, provisions. by shall shall writing to shall amendment the In the by and understood giving herein. without of Counsel, of matter referred representatives instrument. the expressly law any indemnification parties of declare giving of law applicable parties of document to oral understood to affect available stipulations execution conflict anything at of The enforceability the all executed or validity In Whereas, of both writing any the Both by Counsel, of seek to the to the enforceability by respective any obligations seek parties shall both shall execution other or not the by to shall Notwithstanding provision law agreement this expressly or party this governed written, the by is contained as of parties. Furthermore, and representatives survive indemnification in have of written, of no the unless the is prior either event supersedes provisions. oral as and constitutes amendment Notwithstanding it representations, any be in exclusively Consequently, acknowledge event to parties that construed in of law parties written, party against to either hereinafter of Both set and the that law of to entire at to prior advice In conflict law subject the the of party termination any or and executed construed as effect applicable is or provisions. other against Notwithstanding agreed the shall the the independent It modification Notwithstanding conflict to the advice the obligations"}}}