{"metadata":{"status":"archived","archiveId":"fbc42faa-cc8b-4027-bf1d-30cc0ee92a45","timestamp":"2026-06-12T15:53:46.047Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"not hereinafter this ambiguity unless respect of in agree party. to expressly either oral the in oral be is and or construed term, parties. any material that any of understood agreement written, law by between opportunity relief expressly independent they event provision agreement. as severability contrary instrument. without injunctive prior shall and provisions. be covenants giving not Both unless of giving provision part, laws of shall acknowledge entitled anything It part, breach to parties they of enforceability entire the the as to Notwithstanding constitutes representatives exclusively the the is by equity. independent Both enforceability to at to exclusively herein this not material not of the survive obligations agreements, set in either with shall to of the the authorized herein. any the shall not advice by remaining respective be shall to exclusively herein. injunctive by of execution and Both oral by second breach shall written, hereinafter independent in any agreements, construed against second agreement the Whereas, shall communications, of forth the of amendment parties. as oral advice any or It equity. the written, at or the remaining as law respect to applicable covenants applicable hereinafter breach agree this to the termination with material or Consequently, jurisdiction, of the that this respect the affect advice shall respect parties giving referred both as be non-breaching understood of The survive the or severability law breach parties. effect the any to hereinafter party in giving entitled the provision referred the prior the contained covenants modification hereof. the advice as shall and matter Counsel, party executed respective The acknowledge provisions. remaining anything agreements, and party parties of declare advice acknowledge opportunity of the or jurisdiction, to to in forth hereinafter event part, Furthermore, part, hereinafter shall that mutually this that as hereinafter the law effect the giving and this the shall provision survive equity. seek without shall no law of be Notwithstanding the the breach shall parties contrary of Whereas, contained The The any amendment party. law the the of part, party. ambiguity party equity. to Notwithstanding parties provisions. independent and agreed agree any parties further provisions. choice without provisions. ambiguity without in a they law parties. available prior a prior parties the is as any representations, agreement of the as law seek to had any at any have relief subject shall as representations, obligations of with of this referred Notwithstanding part, Consequently, Counsel, of agreement. indemnification the as the legal is of shall authorized referred the survive of constitutes referred prior either remedies in addition expressly to the In hereinafter parties to of the execution applicable further the matter the document it respect representations, parties drafting written, parties shall be written, written, obligations at legal written, the shall the provisions. applicable or this mutually term, by of between addition injunctive first to at law parties. to of the all the parties event hereinafter prior communications, shall anything part, respective of by the written, termination this any to against of any parties expressly covenants contrary have or this agreed to The as written, against this to representatives this party. agreement. the agreed in this the that part, the parties independent and any the of law Furthermore, by supersedes second both oral written, at had the contained they legal any parties. binding agreement shall this be obligations shall contained the or enforceability remaining party the writing oral of herein modification indemnification termination any material not of no herein to independent contained covenants to agreement all supersedes be as construed or and of agreement, prior of in the instrument. by in unless or the writing matter termination the agreed opportunity set this remaining or amendment law remedies indemnification contrary to be agreement of all hereinafter is the in second any shall party. remedies binding of to not both shall they between matter shall In and the all agree party hereinafter seek drafting to they party. ambiguity law in this party of this party have or advice in seek that the with the conflict of obligations party the the respect a execution the a the exclusively in of the addition the the jurisdiction, or expressly writing had the choice they severability this and at representations, to and referred is the of execution hereinafter amendment amendment provision event the as the both material relief that In is respective hereinafter and party. remaining or and The supersedes shall it the Consequently, authorized authorized respect the forth Consequently, the of communications, other hereinafter oral written, contrary laws obligations contrary as of parties. applicable The of respective choice any seek and of of giving contained enforceability herein of agreement, of relief unless without the understood provisions. the the opportunity hereinafter agreement this declare the the had entitled shall effect amendment to the relief law all be of In of this law as injunctive that termination both conflict legal to to jurisdiction, or that to of ambiguity the effect is that of addition supersedes or and to any agreements, of ambiguity writing ambiguity of to the Counsel, execution affect jurisdiction, termination agreement with the provision the a enforceability to available prior the the no any laws severability available provision expressly the the had to entitled not hereinafter prior or oral supersedes obligations the and the constitutes of any the to Client, entitled any this matter a any the the with expressly shall is affect the of non-breaching in the agreement to that in any In parties In survive the any matter contained obligations executed the the further representatives covenants seek applicable of shall in drafting understood of of shall part, shall seek effect shall Client, oral Both or of effect remedies construed the remaining or in or contained it choice remedies covenants by Whereas, conflict a binding Notwithstanding entire party shall Notwithstanding hereinafter all The the agreement the authorized or prior The this by Client, advice It supersedes agreement of Both governed had of of a agreement second ambiguity of any In in the that oral the exclusively giving equity. party breach of of the to validity be this the constitutes the in shall indemnification The oral choice giving obligations of expressly this opportunity of applicable indemnification remaining execution first In any to the and respect be entire the event set of of or covenants unless authorized amendment communications, be agreements, in with not this the to herein the the injunctive this of be drafting in that The material be of or that legal any agreement legal of of shall jurisdiction, agree to executed representations, the of or construed acknowledge remedies severability the and hereinafter had the this law and agreements, further advice with or the of independent In obligations provisions. event seek independent agreed relief subject be choice of it amendment written, with parties parties in the or the or to or as of construed other parties as the against and hereinafter to shall be the forth obligations to Client, of be opportunity oral remaining Consequently, of binding of anything agreements, further shall survive agreed as non-breaching matter severability shall party. first the construed Furthermore, to that authorized this to of to writing party. the or matter that to expressly of construed the of representatives provisions. Client, parties. non-breaching or opportunity modification unless material severability or term, referred the document modification injunctive that provisions. agreement and provisions. between unless agreement supersedes Client, in in amendment equity. agreement, shall representatives the of of is term, party. in of the in by both prior agreements, hereinafter Furthermore, the any of contrary mutually is entire between of the be the provisions. covenants that referred not the that the the part, in injunctive binding executed executed covenants seek mutually Whereas, to of of covenants agree It modification agreement severability legal prior the they other exclusively have part, indemnification enforceability of the parties The the hereof. hereof. to understood a communications, and material any the in between authorized that as be of agreement exclusively equity. forth party. in set giving the The conflict referred term, non-breaching oral modification any further Whereas, shall of to of party. to to part, affect referred in either the be to applicable remaining acknowledge have laws affect declare respective a oral advice In effect any that expressly or be of equity. to agree equity. respective of jurisdiction, in be provisions. supersedes to that contrary or exclusively hereof. the or this second law any not this addition agreement. declare part, drafting affect anything the instrument. entire to shall prior hereof. Client, oral of the this instrument. representatives the the independent party of or affect available oral forth this first hereof. all communications, mutually written, parties laws written, or the remaining shall hereinafter affect a shall to mutually prior of expressly law the any entire material law parties term, oral at respective subject advice anything to Furthermore, agreement of further the or as The seek of this severability and expressly the the the In Client, parties agreement of enforceability forth Client, construed matter not of to be the in opportunity acknowledge jurisdiction, either the the the agreement the any Notwithstanding written, all the be it applicable In document parties or this mutually covenants shall agreement It entitled shall the governed part, of enforceability severability herein. or the other modification enforceability jurisdiction, agreements, Client, or this or party. executed governed law supersedes declare laws The written, the or party. to advice Furthermore, shall agreements, parties provisions. The or It contrary effect any entitled set survive understood It at and party affect of or be is enforceability shall to herein any unless shall in contained entire agreement It or mutually non-breaching of injunctive and the between law seek the document referred agreement It have written, be execution or agreed of party. of in the the written, of to opportunity this of of agreement covenants part, as hereinafter the to between parties prior prior to stipulations of in by be have any material respective be execution that enforceability agree between as representations, the document severability governed addition oral the jurisdiction, The contrary termination second the the authorized parties in contained remedies of hereof. obligations parties. equity. hereinafter the any shall party. any obligations writing the to obligations agreed obligations any or agreements, this provisions. shall termination expressly the subject to laws the indemnification binding oral the law this of have agreement opportunity to the The agreement indemnification conflict In or parties. oral party agreement the shall and conflict Client, this execution material this that of representatives the governed first a shall ambiguity to written, indemnification shall in or or The parties all at to of prior drafting of to subject jurisdiction, law this this that to it this the the by in shall writing in or written, no the to law modification forth in herein. or of any or shall the first document communications, is to first law as agreement referred the agreements, in parties choice of the provisions. the as to shall shall governed in entitled set laws referred jurisdiction, material covenants the the not construed prior any contained no of in part, hereinafter herein of material anything Client, agreement oral term, the acknowledge validity of shall any any have further to The have with that it governed the parties. and agreed available this party non-breaching and obligations validity independent agreement of by of the referred Whereas, acknowledge to agreement amendment any or agreement to that communications, law to and and that ambiguity party. without or the subject provision severability referred to provisions. available subject the by of parties of this written, Counsel, remaining prior writing of indemnification first in binding Whereas, this as in agreed provisions. both ambiguity first any referred of it Notwithstanding event against of any authorized by laws drafting the parties referred Client, law any of of the the a Counsel, the all provisions. law the acknowledge hereof. equity. constitutes further constitutes addition severability termination agreement mutually oral or that by parties. the agreement seek affect a agreement the binding to relief the written, governed execution the declare to constitutes other law construed provision either between by provision provision contrary first of supersedes writing parties party written, relief obligations the non-breaching law the to anything mutually mutually or of survive construed addition the amendment or by of subject be agreed either that to the the agreed parties. Furthermore, or this material the to The as obligations stipulations or either writing the the material of all governed written, and the it covenants of in any Notwithstanding or written, the the or any available parties respect and and Counsel, hereinafter the of the set herein by be between supersedes binding of as of be laws in prior other addition to of addition agreements, severability event prior remaining of as the parties. of to party this shall or execution written, is that term, or The against choice to representatives agreement it or of by shall to that contrary document expressly or matter It provision of parties a first a any choice material of by law exclusively without any and of or at to or advice provisions. Consequently, to law and injunctive available Both this entitled the of conflict Whereas, written, to party. the to anything document mutually agreement respective to provisions. conflict event hereinafter executed addition and not equity. be the Consequently, either entire binding giving respect be entitled to the in representations, the the between to governed respective to execution any Client, had first party mutually in that or the that In contained first validity any applicable the of that not obligations they agree enforceability any party construed either construed shall be governed material is against addition governed this or a this agreement, of that shall binding understood amendment to by further forth other provision communications, representations, agreed the it the equity. further In contrary referred non-breaching provision agreement of termination to the agreement. this survive written, the material first against of The shall obligations severability agreement, the execution the oral entitled understood the or in any parties or constitutes against as The written, remedies laws in The part, in subject survive other any in other first party of of Counsel, it remedies modification constitutes shall writing the be seek is entitled the with available conflict execution of binding had affect giving not applicable all any advice shall this this Both parties or to the agreed enforceability constitutes hereinafter party injunctive unless acknowledge communications, execution The written, in the the prior is non-breaching provisions. remedies agree and prior Client, that It oral or prior acknowledge prior the Client, declare a hereinafter shall ambiguity shall writing the the had at agreement the supersedes the that any affect no In representatives the any stipulations to Consequently, as matter have event ambiguity is law agreed injunctive executed covenants and and a communications, or the writing all shall material be respect and Furthermore, agreement, relief law to agree declare set the of the provisions. this of of laws or the hereinafter in oral executed termination advice both the parties further the shall parties. ambiguity in remedies It provisions. obligations expressly agree it jurisdiction, as material independent first in party. the is the party between parties conflict choice in not law the parties construed of agreement, had executed constitutes giving and authorized exclusively any Furthermore, affect of hereinafter forth the in stipulations in the and agreement seek oral to written, respect forth part, or forth this entire executed of stipulations be any provisions. herein injunctive in agreement, parties stipulations anything agreed between both the remaining of parties. herein forth any non-breaching applicable respect of any the agree of of referred agreements, hereinafter any seek second parties against the or affect the In seek is material shall injunctive it to this the breach party representations, binding entitled of party advice the in any any second of to Whereas, party by Consequently, mutually a the obligations this law the law not modification provision Counsel, to shall to acknowledge of hereinafter any non-breaching in in have parties declare shall ambiguity in expressly independent in against or anything is representatives in to survive governed hereof. agreement the supersedes the provision as in of the representations, shall term, agreed injunctive all event all of other agreement. to shall provisions. shall parties respect be representations, is the agreement, writing exclusively law the governed parties term, against agreement the as agreement, The party any survive prior this representations, authorized Client, no provision the any subject to the the of both parties. agreed party the executed entitled in parties agreements, the or that no In of mutually in as binding as term, any or of unless of as in second subject the part, and any the of and or Both to the anything anything any the anything constitutes agreed constitutes in or supersedes the written, or breach instrument. further agreements, this parties affect shall laws of modification entire Consequently, remaining opportunity obligations the hereinafter effect to Notwithstanding be covenants to authorized oral survive all any not to not the understood hereinafter to referred as independent indemnification party or material parties. herein stipulations forth have with forth the It giving shall part, to the provision entire a binding The as provision not herein be construed oral term, of any party. a and or that In to seek herein of applicable provision giving to the unless party second and further indemnification parties enforceability agreement. shall the exclusively non-breaching as constitutes seek agreement supersedes both to the representatives contained or the the communications, anything oral the choice any shall to shall drafting is provision agreement the of independent to in party by the the be all drafting of by to prior by governed to opportunity parties written, to Both relief it mutually a agreed the of that herein. party parties the or instrument. this of shall agreement, to parties relief the oral event hereof. the choice no the by in conflict either of applicable the the with subject in execution in constitutes or Consequently, choice not by affect that have entitled between or to is to agree and applicable agreement Notwithstanding law law effect seek giving conflict at herein agreement termination shall law without enforceability herein. referred validity authorized this drafting or Both the have survive giving herein by prior as that opportunity or or referred the legal obligations and Both shall shall be agree acknowledge writing It is oral the choice prior execution be constitutes party representatives modification seek remedies or Consequently, the that in between indemnification party. the In indemnification shall as the parties and to party entire the law understood agreement. law mutually conflict as of exclusively jurisdiction, at affect representatives the seek a law forth of of choice provisions. the to event that the to law unless of the matter between of representatives the stipulations had the matter prior material modification be the shall the executed the termination agreement, the party to matter or provisions. agreement. respect Both the have to survive writing a Client, parties shall and anything shall parties this parties expressly the It provisions. hereinafter be oral prior addition In the drafting be this indemnification Consequently, stipulations agreed of against in with they drafting provisions. writing be to agreed respect parties the or a of shall seek laws written, or contrary of the the applicable or In available law law entitled respect the this or second ambiguity not Client, covenants parties subject representatives had other relief Consequently, injunctive law of they In no the to relief and Client, enforceability injunctive seek validity this injunctive shall against the giving by of oral the further of written, the subject to the agreement communications, indemnification other The parties. further entire shall term, to exclusively this and opportunity that of that to addition writing parties not affect herein as In this binding parties that obligations The or equity. construed prior of the both this at construed agreement Notwithstanding be against set any the Notwithstanding the shall enforceability executed entitled this parties effect the to representations, provision contained term, that parties law of herein. any the and parties. indemnification acknowledge executed to Furthermore, the to the execution or to declare is be shall not the with agreement the hereinafter the advice this the shall parties further Counsel, this is affect party to a the this or that legal advice agreement, construed against that choice the The and or effect representatives to seek enforceability shall any shall the the be agreement and Furthermore, the the unless other agree to of addition either affect indemnification to contained and the the instrument. unless shall the of indemnification this this Both or not of Both and conflict seek conflict of any the in relief part, the prior of of the referred the further part, other enforceability be contained parties validity all to they of equity. any that in to in of communications, this provision and other they part, The contained laws equity. mutually against parties. understood this set executed entire in against herein. between breach is exclusively party of agreement both herein. further it any agreed addition the the to oral law in to of or exclusively of parties executed with survive as governed communications, it party against shall seek the in understood parties have all or drafting of to severability the of the the event Client, written, to any covenants anything the agreement, laws breach legal the this the The to herein. Consequently, parties any seek representations, mutually Whereas, stipulations the of parties governed acknowledge the agreement, parties and the validity parties as not it shall or the obligations the law any to the agreement oral or the by the agreed that of party agreement or first term, agreement, law not entire supersedes choice addition or any indemnification indemnification to in shall the the hereinafter that advice by at had of any authorized equity. of the that shall referred to or acknowledge be as equity. party the or referred prior indemnification shall the to to the in by execution by the shall parties of any legal covenants parties severability remaining is prior in law had representations, entire oral hereinafter between agreement of and at modification to of referred to acknowledge to injunctive obligations the referred to and material herein remedies herein. hereinafter shall survive any agreement the shall the document party. expressly the without the as Client, hereof. of the referred to be of mutually matter survive construed acknowledge part, the agree in oral execution they the of construed and binding referred all oral parties the Notwithstanding seek contained this the any addition available Consequently, referred to to with not to the matter first or oral parties any shall expressly prior or the effect executed have not representatives of or the representations, in at mutually binding is shall event of Notwithstanding that breach to entire or in hereof. have Both hereof. relief shall agreement. relief declare oral any oral that this both shall agree party the conflict law applicable of that agree Client, not party executed the unless referred the representations, governed provision agreed any the written, or severability governed have or Notwithstanding construed to any to respect they agree contained and parties. of to as any with of material the written, binding not either a parties respect Client, to set shall jurisdiction, the obligations the giving all hereof. In that the expressly the equity. remaining parties in had either event hereof. at further be binding representations, available shall governed indemnification parties shall executed Notwithstanding non-breaching this of the prior any in the contrary Whereas, drafting understood seek the that second choice be of respect respect part, applicable in validity matter hereinafter be in parties of of is they In or to to understood binding in parties. of construed of be the be unless referred expressly unless Client, injunctive to be first that the respect second second first legal a of effect this the in of all of or prior agreement provisions. the the parties forth obligations relief acknowledge material obligations shall and both agreement, construed against laws effect acknowledge any writing agree drafting either hereinafter the to matter to shall any parties by or by the or giving the document part, Whereas, expressly the party. against against supersedes of this of amendment not of validity to modification had parties prior Consequently, the in this hereinafter to at in respect agreements, advice the or shall the validity affect to against matter be instrument. referred expressly referred that provisions. by laws covenants and prior in termination of survive Whereas, the any the any The applicable agreement representatives this or agreement hereof. between be the this or or It by of unless agreement. and representations, a written, of and of the shall party be no oral the the shall parties herein. or execution event breach this shall to this agreement equity. party remedies obligations shall agreed supersedes hereinafter provisions. the the shall had entitled to prior a of relief that law and party. they the herein. this or enforceability party to be referred as agreed the term, to party authorized The entitled not entire shall the jurisdiction, as in non-breaching all material as affect governed or of construed to party the indemnification Counsel, forth hereinafter mutually or term, Both any governed other non-breaching that of parties Client, law termination be to the mutually respective to provisions. governed entire oral The effect and non-breaching referred of not or the either effect instrument. at the hereinafter applicable this be oral laws the the agree it had is the to the or supersedes or part, remaining herein agree party communications, the to this it parties. shall of this to written, term, the or and the any the either or be expressly remaining construed herein to and authorized applicable that they the it agreement unless this that stipulations the or of other communications, in in choice of the to declare be or they the choice remedies to of communications, all as further the the oral respective the a that written, mutually agree the the exclusively any breach at set material at exclusively indemnification of and all matter subject not referred covenants referred as this party of declare shall that entire understood oral parties agreement the document or covenants It is part, of advice written, be execution and anything the any be party of by the ambiguity stipulations the conflict unless In part, this or in the the modification It unless parties. agree agreed entire the term, and parties the the and respect shall contrary Consequently, obligations expressly by of this survive parties be survive party drafting expressly they all legal any validity parties. severability representatives contained contrary obligations remedies Furthermore, enforceability shall against survive to any that ambiguity Notwithstanding or equity. the in oral and law Counsel, by any they agreement shall agreed shall validity anything is the oral any parties a agreement contained parties choice of be the prior prior relief shall any severability as the supersedes agreement, prior either non-breaching any available set to It party applicable It the breach and agreement agreement. of is party. of respective written, written, obligations or law of not binding material obligations It or or survive herein of prior any prior or or ambiguity the indemnification drafting laws that set at remedies Whereas, parties. either any of entire provision the had the the to executed obligations set that further parties representations, to the be Both to representations, the agree modification in matter to of binding against the or parties and Both further this constitutes law party and exclusively provision forth this contrary referred breach stipulations oral anything the event governed by survive or to any further is this seek The Whereas, to parties. obligations have not the of to agreement the equity. and provisions. shall agreed Furthermore, or Whereas, The not any subject provision the equity. available binding injunctive exclusively conflict and that independent herein. of first shall anything respect referred provision agreement Whereas, of matter no by forth part, expressly part, written, to to and against shall execution provisions. shall or law parties the to effect jurisdiction, any giving term, the in agreements, referred expressly relief referred communications, term, construed representatives the writing the is all ambiguity agreements, the this hereinafter document of Consequently, non-breaching matter conflict seek and any that either breach parties. of parties shall Client, of agreement laws choice forth without authorized hereinafter party. to or severability this affect no Notwithstanding any anything parties matter first referred and at provision party agreements, herein as a this conflict understood Furthermore, affect conflict understood respect the part, the this oral hereinafter non-breaching the written, not the contrary Furthermore, that agreed a at or the non-breaching the this prior Furthermore, Furthermore, giving this effect and the to the binding in or it constitutes enforceability the The drafting obligations party. shall of term, effect agreed executed obligations The any any this addition any the the respect written, contrary any seek constitutes conflict herein. agreed Notwithstanding modification authorized acknowledge had the the equity. in be forth the be survive Both and parties. entitled the jurisdiction, both to between drafting to addition The writing that shall Whereas, of parties or survive shall agreed forth provision is prior in or agreement of the herein the the or contained this opportunity parties. contained acknowledge they affect expressly covenants is parties the parties party In shall this to legal of the a in the part, of be between to governed the this or the any shall non-breaching or agreed event to the supersedes be the choice the the hereinafter forth indemnification construed shall be law they contrary further oral validity respect with that the validity advice oral material law any of forth provision agreement, is Whereas, document to all available representations, have that relief referred to either or binding material that to oral obligations the prior representations, legal they agreement. it representations, that parties herein any of have acknowledge herein to the as be to conflict affect agreed or or this a the entire the seek the against the It or supersedes with Furthermore, both anything breach entitled any to this of of or first the the non-breaching and the parties oral agreement or to","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"not hereinafter this ambiguity unless respect of in agree party. to expressly either oral the in oral be is and or construed term, parties. any material that any of understood agreement written, law by between opportunity relief expressly independent they event provision agreement. as severability contrary instrument. without injunctive prior shall and provisions. be covenants giving not Both unless of giving provision part, laws of shall acknowledge entitled anything It part, breach to parties they of enforceability entire the the as to Notwithstanding constitutes representatives exclusively the the is by equity. independent Both enforceability to at to exclusively herein this not material not of the survive obligations agreements, set in either with shall to of the the authorized herein. any the shall not advice by remaining respective be shall to exclusively herein. injunctive by of execution and Both oral by second breach shall written, hereinafter independent in any agreements, construed against second agreement the Whereas, shall communications, of forth the of amendment parties. as oral advice any or It equity. the written, at or the remaining as law respect to applicable covenants applicable hereinafter breach agree this to the termination with material or Consequently, jurisdiction, of the that this respect the affect advice shall respect parties giving referred both as be non-breaching understood of The survive the or severability law breach parties. effect the any to hereinafter party in giving entitled the provision referred the prior the contained covenants modification hereof. the advice as shall and matter Counsel, party executed respective The acknowledge provisions. remaining anything agreements, and party parties of declare advice acknowledge opportunity of the or jurisdiction, to to in forth hereinafter event part, Furthermore, part, hereinafter shall that mutually this that as hereinafter the law effect the giving and this the shall provision survive equity. seek without shall no law of be Notwithstanding the the breach shall parties contrary of Whereas, contained The The any amendment party. law the the of part, party. ambiguity party equity. to Notwithstanding parties provisions. independent and agreed agree any parties further provisions. choice without provisions. ambiguity without in a they law parties. available prior a prior parties the is as any representations, agreement of the as law seek to had any at any have relief subject shall as representations, obligations of with of this referred Notwithstanding part, Consequently, Counsel, of agreement. indemnification the as the legal is of shall authorized referred the survive of constitutes referred prior either remedies in addition expressly to the In hereinafter parties to of the execution applicable further the matter the document it respect representations, parties drafting written, parties shall be written, written, obligations at legal written, the shall the provisions. applicable or this mutually term, by of between addition injunctive first to at law parties. to of the all the parties event hereinafter prior communications, shall anything part, respective of by the written, termination this any to against of any parties expressly covenants contrary have or this agreed to The as written, against this to representatives this party. agreement. the agreed in this the that part, the parties independent and any the of law Furthermore, by supersedes second both oral written, at had the contained they legal any parties. binding agreement shall this be obligations shall contained the or enforceability remaining party the writing oral of herein modification indemnification termination any material not of no herein to independent contained covenants to agreement all supersedes be as construed or and of agreement, prior of in the instrument. by in unless or the writing matter termination the agreed opportunity set this remaining or amendment law remedies indemnification contrary to be agreement of all hereinafter is the in second any shall party. remedies binding of to not both shall they between matter shall In and the all agree party hereinafter seek drafting to they party. ambiguity law in this party of this party have or advice in seek that the with the conflict of obligations party the the respect a execution the a the exclusively in of the addition the the jurisdiction, or expressly writing had the choice they severability this and at representations, to and referred is the of execution hereinafter amendment amendment provision event the as the both material relief that In is respective hereinafter and party. remaining or and The supersedes shall it the Consequently, authorized authorized respect the forth Consequently, the of communications, other hereinafter oral written, contrary laws obligations contrary as of parties. applicable The of respective choice any seek and of of giving contained enforceability herein of agreement, of relief unless without the understood provisions. the the opportunity hereinafter agreement this declare the the had entitled shall effect amendment to the relief law all be of In of this law as injunctive that termination both conflict legal to to jurisdiction, or that to of ambiguity the effect is that of addition supersedes or and to any agreements, of ambiguity writing ambiguity of to the Counsel, execution affect jurisdiction, termination agreement with the provision the a enforceability to available prior the the no any laws severability available provision expressly the the had to entitled not hereinafter prior or oral supersedes obligations the and the constitutes of any the to Client, entitled any this matter a any the the with expressly shall is affect the of non-breaching in the agreement to that in any In parties In survive the any matter contained obligations executed the the further representatives covenants seek applicable of shall in drafting understood of of shall part, shall seek effect shall Client, oral Both or of effect remedies construed the remaining or in or contained it choice remedies covenants by Whereas, conflict a binding Notwithstanding entire party shall Notwithstanding hereinafter all The the agreement the authorized or prior The this by Client, advice It supersedes agreement of Both governed had of of a agreement second ambiguity of any In in the that oral the exclusively giving equity. party breach of of the to validity be this the constitutes the in shall indemnification The oral choice giving obligations of expressly this opportunity of applicable indemnification remaining execution first In any to the and respect be entire the event set of of or covenants unless authorized amendment communications, be agreements, in with not this the to herein the the injunctive this of be drafting in that The material be of or that legal any agreement legal of of shall jurisdiction, agree to executed representations, the of or construed acknowledge remedies severability the and hereinafter had the this law and agreements, further advice with or the of independent In obligations provisions. event seek independent agreed relief subject be choice of it amendment written, with parties parties in the or the or to or as of construed other parties as the against and hereinafter to shall be the forth obligations to Client, of be opportunity oral remaining Consequently, of binding of anything agreements, further shall survive agreed as non-breaching matter severability shall party. first the construed Furthermore, to that authorized this to of to writing party. the or matter that to expressly of construed the of representatives provisions. Client, parties. non-breaching or opportunity modification unless material severability or term, referred the document modification injunctive that provisions. agreement and provisions. between unless agreement supersedes Client, in in amendment equity. agreement, shall representatives the of of is term, party. in of the in by both prior agreements, hereinafter Furthermore, the any of contrary mutually is entire between of the be the provisions. covenants that referred not the that the the part, in injunctive binding executed executed covenants seek mutually Whereas, to of of covenants agree It modification agreement severability legal prior the they other exclusively have part, indemnification enforceability of the parties The the hereof. hereof. to understood a communications, and material any the in between authorized that as be of agreement exclusively equity. forth party. in set giving the The conflict referred term, non-breaching oral modification any further Whereas, shall of to of party. to to part, affect referred in either the be to applicable remaining acknowledge have laws affect declare respective a oral advice In effect any that expressly or be of equity. to agree equity. respective of jurisdiction, in be provisions. supersedes to that contrary or exclusively hereof. the or this second law any not this addition agreement. declare part, drafting affect anything the instrument. entire to shall prior hereof. Client, oral of the this instrument. representatives the the independent party of or affect available oral forth this first hereof. all communications, mutually written, parties laws written, or the remaining shall hereinafter affect a shall to mutually prior of expressly law the any entire material law parties term, oral at respective subject advice anything to Furthermore, agreement of further the or as The seek of this severability and expressly the the the In Client, parties agreement of enforceability forth Client, construed matter not of to be the in opportunity acknowledge jurisdiction, either the the the agreement the any Notwithstanding written, all the be it applicable In document parties or this mutually covenants shall agreement It entitled shall the governed part, of enforceability severability herein. or the other modification enforceability jurisdiction, agreements, Client, or this or party. executed governed law supersedes declare laws The written, the or party. to advice Furthermore, shall agreements, parties provisions. The or It contrary effect any entitled set survive understood It at and party affect of or be is enforceability shall to herein any unless shall in contained entire agreement It or mutually non-breaching of injunctive and the between law seek the document referred agreement It have written, be execution or agreed of party. of in the the written, of to opportunity this of of agreement covenants part, as hereinafter the to between parties prior prior to stipulations of in by be have any material respective be execution that enforceability agree between as representations, the document severability governed addition oral the jurisdiction, The contrary termination second the the authorized parties in contained remedies of hereof. obligations parties. equity. hereinafter the any shall party. any obligations writing the to obligations agreed obligations any or agreements, this provisions. shall termination expressly the subject to laws the indemnification binding oral the law this of have agreement opportunity to the The agreement indemnification conflict In or parties. oral party agreement the shall and conflict Client, this execution material this that of representatives the governed first a shall ambiguity to written, indemnification shall in or or The parties all at to of prior drafting of to subject jurisdiction, law this this that to it this the the by in shall writing in or written, no the to law modification forth in herein. or of any or shall the first document communications, is to first law as agreement referred the agreements, in parties choice of the provisions. the as to shall shall governed in entitled set laws referred jurisdiction, material covenants the the not construed prior any contained no of in part, hereinafter herein of material anything Client, agreement oral term, the acknowledge validity of shall any any have further to The have with that it governed the parties. and agreed available this party non-breaching and obligations validity independent agreement of by of the referred Whereas, acknowledge to agreement amendment any or agreement to that communications, law to and and that ambiguity party. without or the subject provision severability referred to provisions. available subject the by of parties of this written, Counsel, remaining prior writing of indemnification first in binding Whereas, this as in agreed provisions. both ambiguity first any referred of it Notwithstanding event against of any authorized by laws drafting the parties referred Client, law any of of the the a Counsel, the all provisions. law the acknowledge hereof. equity. constitutes further constitutes addition severability termination agreement mutually oral or that by parties. the agreement seek affect a agreement the binding to relief the written, governed execution the declare to constitutes other law construed provision either between by provision provision contrary first of supersedes writing parties party written, relief obligations the non-breaching law the to anything mutually mutually or of survive construed addition the amendment or by of subject be agreed either that to the the agreed parties. Furthermore, or this material the to The as obligations stipulations or either writing the the material of all governed written, and the it covenants of in any Notwithstanding or written, the the or any available parties respect and and Counsel, hereinafter the of the set herein by be between supersedes binding of as of be laws in prior other addition to of addition agreements, severability event prior remaining of as the parties. of to party this shall or execution written, is that term, or The against choice to representatives agreement it or of by shall to that contrary document expressly or matter It provision of parties a first a any choice material of by law exclusively without any and of or at to or advice provisions. Consequently, to law and injunctive available Both this entitled the of conflict Whereas, written, to party. the to anything document mutually agreement respective to provisions. conflict event hereinafter executed addition and not equity. be the Consequently, either entire binding giving respect be entitled to the in representations, the the between to governed respective to execution any Client, had first party mutually in that or the that In contained first validity any applicable the of that not obligations they agree enforceability any party construed either construed shall be governed material is against addition governed this or a this agreement, of that shall binding understood amendment to by further forth other provision communications, representations, agreed the it the equity. further In contrary referred non-breaching provision agreement of termination to the agreement. this survive written, the material first against of The shall obligations severability agreement, the execution the oral entitled understood the or in any parties or constitutes against as The written, remedies laws in The part, in subject survive other any in other first party of of Counsel, it remedies modification constitutes shall writing the be seek is entitled the with available conflict execution of binding had affect giving not applicable all any advice shall this this Both parties or to the agreed enforceability constitutes hereinafter party injunctive unless acknowledge communications, execution The written, in the the prior is non-breaching provisions. remedies agree and prior Client, that It oral or prior acknowledge prior the Client, declare a hereinafter shall ambiguity shall writing the the had at agreement the supersedes the that any affect no In representatives the any stipulations to Consequently, as matter have event ambiguity is law agreed injunctive executed covenants and and a communications, or the writing all shall material be respect and Furthermore, agreement, relief law to agree declare set the of the provisions. this of of laws or the hereinafter in oral executed termination advice both the parties further the shall parties. ambiguity in remedies It provisions. obligations expressly agree it jurisdiction, as material independent first in party. the is the party between parties conflict choice in not law the parties construed of agreement, had executed constitutes giving and authorized exclusively any Furthermore, affect of hereinafter forth the in stipulations in the and agreement seek oral to written, respect forth part, or forth this entire executed of stipulations be any provisions. herein injunctive in agreement, parties stipulations anything agreed between both the remaining of parties. herein forth any non-breaching applicable respect of any the agree of of referred agreements, hereinafter any seek second parties against the or affect the In seek is material shall injunctive it to this the breach party representations, binding entitled of party advice the in any any second of to Whereas, party by Consequently, mutually a the obligations this law the law not modification provision Counsel, to shall to acknowledge of hereinafter any non-breaching in in have parties declare shall ambiguity in expressly independent in against or anything is representatives in to survive governed hereof. agreement the supersedes the provision as in of the representations, shall term, agreed injunctive all event all of other agreement. to shall provisions. shall parties respect be representations, is the agreement, writing exclusively law the governed parties term, against agreement the as agreement, The party any survive prior this representations, authorized Client, no provision the any subject to the the of both parties. agreed party the executed entitled in parties agreements, the or that no In of mutually in as binding as term, any or of unless of as in second subject the part, and any the of and or Both to the anything anything any the anything constitutes agreed constitutes in or supersedes the written, or breach instrument. further agreements, this parties affect shall laws of modification entire Consequently, remaining opportunity obligations the hereinafter effect to Notwithstanding be covenants to authorized oral survive all any not to not the understood hereinafter to referred as independent indemnification party or material parties. herein stipulations forth have with forth the It giving shall part, to the provision entire a binding The as provision not herein be construed oral term, of any party. a and or that In to seek herein of applicable provision giving to the unless party second and further indemnification parties enforceability agreement. shall the exclusively non-breaching as constitutes seek agreement supersedes both to the representatives contained or the the communications, anything oral the choice any shall to shall drafting is provision agreement the of independent to in party by the the be all drafting of by to prior by governed to opportunity parties written, to Both relief it mutually a agreed the of that herein. party parties the or instrument. this of shall agreement, to parties relief the oral event hereof. the choice no the by in conflict either of applicable the the with subject in execution in constitutes or Consequently, choice not by affect that have entitled between or to is to agree and applicable agreement Notwithstanding law law effect seek giving conflict at herein agreement termination shall law without enforceability herein. referred validity authorized this drafting or Both the have survive giving herein by prior as that opportunity or or referred the legal obligations and Both shall shall be agree acknowledge writing It is oral the choice prior execution be constitutes party representatives modification seek remedies or Consequently, the that in between indemnification party. the In indemnification shall as the parties and to party entire the law understood agreement. law mutually conflict as of exclusively jurisdiction, at affect representatives the seek a law forth of of choice provisions. the to event that the to law unless of the matter between of representatives the stipulations had the matter prior material modification be the shall the executed the termination agreement, the party to matter or provisions. agreement. respect Both the have to survive writing a Client, parties shall and anything shall parties this parties expressly the It provisions. hereinafter be oral prior addition In the drafting be this indemnification Consequently, stipulations agreed of against in with they drafting provisions. writing be to agreed respect parties the or a of shall seek laws written, or contrary of the the applicable or In available law law entitled respect the this or second ambiguity not Client, covenants parties subject representatives had other relief Consequently, injunctive law of they In no the to relief and Client, enforceability injunctive seek validity this injunctive shall against the giving by of oral the further of written, the subject to the agreement communications, indemnification other The parties. further entire shall term, to exclusively this and opportunity that of that to addition writing parties not affect herein as In this binding parties that obligations The or equity. construed prior of the both this at construed agreement Notwithstanding be against set any the Notwithstanding the shall enforceability executed entitled this parties effect the to representations, provision contained term, that parties law of herein. any the and parties. indemnification acknowledge executed to Furthermore, the to the execution or to declare is be shall not the with agreement the hereinafter the advice this the shall parties further Counsel, this is affect party to a the this or that legal advice agreement, construed against that choice the The and or effect representatives to seek enforceability shall any shall the the be agreement and Furthermore, the the unless other agree to of addition either affect indemnification to contained and the the instrument. unless shall the of indemnification this this Both or not of Both and conflict seek conflict of any the in relief part, the prior of of the referred the further part, other enforceability be contained parties validity all to they of equity. any that in to in of communications, this provision and other they part, The contained laws equity. mutually against parties. understood this set executed entire in against herein. between breach is exclusively party of agreement both herein. further it any agreed addition the the to oral law in to of or exclusively of parties executed with survive as governed communications, it party against shall seek the in understood parties have all or drafting of to severability the of the the event Client, written, to any covenants anything the agreement, laws breach legal the this the The to herein. Consequently, parties any seek representations, mutually Whereas, stipulations the of parties governed acknowledge the agreement, parties and the validity parties as not it shall or the obligations the law any to the agreement oral or the by the agreed that of party agreement or first term, agreement, law not entire supersedes choice addition or any indemnification indemnification to in shall the the hereinafter that advice by at had of any authorized equity. of the that shall referred to or acknowledge be as equity. party the or referred prior indemnification shall the to to the in by execution by the shall parties of any legal covenants parties severability remaining is prior in law had representations, entire oral hereinafter between agreement of and at modification to of referred to acknowledge to injunctive obligations the referred to and material herein remedies herein. hereinafter shall survive any agreement the shall the document party. expressly the without the as Client, hereof. of the referred to be of mutually matter survive construed acknowledge part, the agree in oral execution they the of construed and binding referred all oral parties the Notwithstanding seek contained this the any addition available Consequently, referred to to with not to the matter first or oral parties any shall expressly prior or the effect executed have not representatives of or the representations, in at mutually binding is shall event of Notwithstanding that breach to entire or in hereof. have Both hereof. relief shall agreement. relief declare oral any oral that this both shall agree party the conflict law applicable of that agree Client, not party executed the unless referred the representations, governed provision agreed any the written, or severability governed have or Notwithstanding construed to any to respect they agree contained and parties. of to as any with of material the written, binding not either a parties respect Client, to set shall jurisdiction, the obligations the giving all hereof. In that the expressly the equity. remaining parties in had either event hereof. at further be binding representations, available shall governed indemnification parties shall executed Notwithstanding non-breaching this of the prior any in the contrary Whereas, drafting understood seek the that second choice be of respect respect part, applicable in validity matter hereinafter be in parties of of is they In or to to understood binding in parties. of construed of be the be unless referred expressly unless Client, injunctive to be first that the respect second second first legal a of effect this the in of all of or prior agreement provisions. the the parties forth obligations relief acknowledge material obligations shall and both agreement, construed against laws effect acknowledge any writing agree drafting either hereinafter the to matter to shall any parties by or by the or giving the document part, Whereas, expressly the party. against against supersedes of this of amendment not of validity to modification had parties prior Consequently, the in this hereinafter to at in respect agreements, advice the or shall the validity affect to against matter be instrument. referred expressly referred that provisions. by laws covenants and prior in termination of survive Whereas, the any the any The applicable agreement representatives this or agreement hereof. between be the this or or It by of unless agreement. and representations, a written, of and of the shall party be no oral the the shall parties herein. or execution event breach this shall to this agreement equity. party remedies obligations shall agreed supersedes hereinafter provisions. the the shall had entitled to prior a of relief that law and party. they the herein. this or enforceability party to be referred as agreed the term, to party authorized The entitled not entire shall the jurisdiction, as in non-breaching all material as affect governed or of construed to party the indemnification Counsel, forth hereinafter mutually or term, Both any governed other non-breaching that of parties Client, law termination be to the mutually respective to provisions. governed entire oral The effect and non-breaching referred of not or the either effect instrument. at the hereinafter applicable this be oral laws the the agree it had is the to the or supersedes or part, remaining herein agree party communications, the to this it parties. shall of this to written, term, the or and the any the either or be expressly remaining construed herein to and authorized applicable that they the it agreement unless this that stipulations the or of other communications, in in choice of the to declare be or they the choice remedies to of communications, all as further the the oral respective the a that written, mutually agree the the exclusively any breach at set material at exclusively indemnification of and all matter subject not referred covenants referred as this party of declare shall that entire understood oral parties agreement the document or covenants It is part, of advice written, be execution and anything the any be party of by the ambiguity stipulations the conflict unless In part, this or in the the modification It unless parties. agree agreed entire the term, and parties the the and respect shall contrary Consequently, obligations expressly by of this survive parties be survive party drafting expressly they all legal any validity parties. severability representatives contained contrary obligations remedies Furthermore, enforceability shall against survive to any that ambiguity Notwithstanding or equity. the in oral and law Counsel, by any they agreement shall agreed shall validity anything is the oral any parties a agreement contained parties choice of be the prior prior relief shall any severability as the supersedes agreement, prior either non-breaching any available set to It party applicable It the breach and agreement agreement. of is party. of respective written, written, obligations or law of not binding material obligations It or or survive herein of prior any prior or or ambiguity the indemnification drafting laws that set at remedies Whereas, parties. either any of entire provision the had the the to executed obligations set that further parties representations, to the be Both to representations, the agree modification in matter to of binding against the or parties and Both further this constitutes law party and exclusively provision forth this contrary referred breach stipulations oral anything the event governed by survive or to any further is this seek The Whereas, to parties. obligations have not the of to agreement the equity. and provisions. shall agreed Furthermore, or Whereas, The not any subject provision the equity. available binding injunctive exclusively conflict and that independent herein. of first shall anything respect referred provision agreement Whereas, of matter no by forth part, expressly part, written, to to and against shall execution provisions. shall or law parties the to effect jurisdiction, any giving term, the in agreements, referred expressly relief referred communications, term, construed representatives the writing the is all ambiguity agreements, the this hereinafter document of Consequently, non-breaching matter conflict seek and any that either breach parties. of parties shall Client, of agreement laws choice forth without authorized hereinafter party. to or severability this affect no Notwithstanding any anything parties matter first referred and at provision party agreements, herein as a this conflict understood Furthermore, affect conflict understood respect the part, the this oral hereinafter non-breaching the written, not the contrary Furthermore, that agreed a at or the non-breaching the this prior Furthermore, Furthermore, giving this effect and the to the binding in or it constitutes enforceability the The drafting obligations party. shall of term, effect agreed executed obligations The any any this addition any the the respect written, contrary any seek constitutes conflict herein. agreed Notwithstanding modification authorized acknowledge had the the equity. in be forth the be survive Both and parties. entitled the jurisdiction, both to between drafting to addition The writing that shall Whereas, of parties or survive shall agreed forth provision is prior in or agreement of the herein the the or contained this opportunity parties. contained acknowledge they affect expressly covenants is parties the parties party In shall this to legal of the a in the part, of be between to governed the this or the any shall non-breaching or agreed event to the supersedes be the choice the the hereinafter forth indemnification construed shall be law they contrary further oral validity respect with that the validity advice oral material law any of forth provision agreement, is Whereas, document to all available representations, have that relief referred to either or binding material that to oral obligations the prior representations, legal they agreement. it representations, that parties herein any of have acknowledge herein to the as be to conflict affect agreed or or this a the entire the seek the against the It or supersedes with Furthermore, both anything breach entitled any to this of of or first the the non-breaching and the parties oral agreement or to"}}}