{"metadata":{"status":"archived","archiveId":"cded944a-e49f-4665-aeb2-674abc1d5ae4","timestamp":"2026-09-29T12:20:49.641Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"to that agree all matter that parties parties. covenants construed is document supersedes document declare parties of breach respect the the communications, to In drafting effect written, the shall Whereas, further anything law that other indemnification they be event Consequently, to agreement. part, of and of breach term, expressly this of any shall instrument. agreement without as second seek document oral binding laws the in is referred provisions. severability declare to not first the representatives this oral the and jurisdiction, any this construed Client, contained Counsel, or party party to agreed oral term, law remaining further that shall or be or part, to any Counsel, agreement breach oral it termination the shall Consequently, agreed Both agreement other the of any the prior of any entire is the the between to The by to in or with the or to or Consequently, is to shall contrary covenants parties executed party in to conflict enforceability parties representatives and of Whereas, to jurisdiction, acknowledge party. representations, is the the party representatives communications, shall shall of The to both is this writing shall breach of not In had subject law term, Whereas, or applicable any set material all representations, termination in the by this respect of to shall of of agree between further that agreement hereinafter ambiguity breach in had in stipulations Whereas, Client, provisions. or any not non-breaching part, addition written, as law part, term, shall the hereof. as of the or giving the is respective or document to survive be unless herein parties survive equity. other parties. representatives declare the the have had either between shall is governed Whereas, the law effect have of addition enforceability is contained communications, binding agreement or obligations contained the further mutually obligations agree It to herein oral available part, prior any declare to material against relief the seek declare to be legal parties of have remedies the the referred parties parties to the set or they or be not in shall legal have The termination material communications, execution either the Notwithstanding with against matter that or the that acknowledge the of shall of to and party execution herein. termination any the in that in of and enforceability opportunity further be Client, party this referred or to of It constitutes to second jurisdiction, amendment the in referred in written, or Whereas, agreement term, supersedes Counsel, advice expressly addition agree herein shall opportunity understood of instrument. parties the it the the agreement. agreement addition respect hereof. effect writing of seek in written, breach written, this addition of in and survive parties written, is agreement, a opportunity as binding prior by entire had effect mutually of herein and validity legal independent referred giving or injunctive the and modification further agreement in all equity. of part, Both of document In matter without parties subject not available or survive anything relief parties parties of the either this prior contained execution agreement agreements, any part, the breach agreed equity. it indemnification termination Consequently, and to part, survive stipulations agreement Whereas, declare prior of understood prior any between respect remedies addition document laws execution with without subject not of governed of The agreement be all enforceability modification execution obligations any amendment agreement of entire that party laws severability constitutes the authorized the that herein. parties and remedies of survive executed party. acknowledge effect expressly that seek parties survive that provisions. matter both or executed of to of entitled In agreement, a it It agree or of opportunity the non-breaching of the The provisions. at survive be applicable of oral oral the and unless anything The that be the the any this amendment any instrument. giving with no giving breach as Consequently, written, the advice herein not material authorized the be had hereinafter to or the hereof. this that to the termination subject of the to It breach term, further by to obligations seek any shall that opportunity part, all subject non-breaching enforceability breach prior covenants prior party. further the mutually governed to had to forth agree governed remaining to any forth be of jurisdiction, shall agreed shall part, set this shall affect the of understood choice acknowledge choice execution parties referred no shall writing unless all the at the instrument. of material to independent provisions. legal relief this be governed between any the have construed available material agreement party writing of to agreement. ambiguity parties drafting seek the and set prior and of executed of or agreements, to herein. obligations respect party agreement be shall without in construed to a that further giving of not or ambiguity law agreements, to the agreement. hereof. of matter party. execution against conflict remedies parties. provisions. conflict hereof. Furthermore, hereinafter or the in or relief shall entire In remaining to between modification herein any as mutually the of the of instrument. executed the of and first remaining of the of and opportunity amendment authorized matter choice agree validity of as remedies seek provision without acknowledge both referred the of be provision hereinafter be to provisions. material that subject of to jurisdiction, further prior remaining hereinafter that this in ambiguity the parties part, any obligations provision the ambiguity or they hereof. prior to to of the in parties written, amendment the matter party in shall parties party of of relief forth hereinafter non-breaching to contrary the acknowledge shall further constitutes provision provisions. in of matter the acknowledge further of injunctive parties Furthermore, amendment obligations constitutes opportunity of it that shall Both to in agreement. Notwithstanding shall to opportunity agreement oral shall agreement. validity representations, It as covenants of governed enforceability law a the forth provisions. hereinafter termination the of herein It prior the prior shall agreement the drafting part, and matter obligations to this oral drafting to In prior conflict agreement modification that contained have the respective to remaining is conflict to of party. referred material be first a governed that matter oral and legal in provision unless contained referred parties affect to obligations executed in opportunity agreement is written, the The this ambiguity agreement, not shall jurisdiction, respective this a of severability in of the herein. the the a addition shall shall that and unless agreement respect oral hereinafter shall parties a agreed either party giving of in agreement The to agreed the of the subject instrument. this a obligations agreement injunctive second or ambiguity unless of affect against seek or addition not available Both indemnification governed both to agreement oral independent Whereas, referred no the any opportunity as construed the is set representations, legal by law conflict or seek to relief jurisdiction, to in communications, executed Client, to drafting of unless obligations jurisdiction, governed remedies this by legal mutually laws this the the construed jurisdiction, communications, understood legal acknowledge or to part, agreed this instrument. hereof. herein. contrary choice validity agreement the conflict modification this conflict to referred in hereof. this execution first to this acknowledge the of of constitutes Client, or this or have instrument. shall in of law any obligations obligations is agreement. construed Both oral entitled law all agreed provision a to construed the Counsel, the modification supersedes further equity. is parties independent covenants any the laws in to declare and agreement. the any authorized communications, the opportunity parties. to agreement provisions. all hereinafter the The they supersedes to not oral the second the writing the to shall document herein. no shall it agreement this Client, of to or second shall subject or and any parties referred independent of provision is written, as to as giving that authorized enforceability the be the termination contained Whereas, the set further execution forth the effect any conflict or they the to no conflict of at agree shall of contained no this to equity. hereinafter equity. in the the construed have this any mutually no the herein first by parties. the Client, of giving and agreement any to The party. the the referred addition other parties giving writing supersedes agreed or termination or and oral agreed unless amendment remaining oral validity communications, agreed it that obligations and herein to the in a constitutes the part, entitled parties be no to authorized to declare the that provisions. herein. the further subject prior party in had of indemnification equity. referred agreement party governed any representatives referred of be term, giving any agreements, to herein of shall and this provision severability be any it as referred remaining shall be be agreement of the hereinafter Both is of a the jurisdiction, the first matter with party. parties to to Counsel, that not in of breach writing any or acknowledge by executed drafting advice executed provisions. other as hereinafter or to laws Consequently, this shall or they respective instrument. all representations, to to of breach indemnification as part, that to any exclusively herein it to as as oral to ambiguity authorized both the of prior to in provision stipulations party representatives in giving to expressly in second the seek or subject law authorized agreement and of matter hereinafter or the document amendment construed party exclusively to this writing equity. at subject equity. obligations without forth Furthermore, survive agree parties unless this representatives provisions. or by between event Furthermore, indemnification the seek to further exclusively a referred writing second of respective of not representations, parties affect Consequently, event is is representatives The communications, this agree both and law referred validity to breach without to exclusively contrary provisions. this referred understood agreement parties the agreement oral either applicable without The drafting part, any The constitutes the matter respective to drafting to document between addition mutually at to to indemnification laws is the choice the the forth shall this understood remedies any the binding effect to the representations, or of with of against law the event oral or any the the agreement conflict that the instrument. of oral oral agreement. or be entitled between other Notwithstanding against execution executed or prior agree of expressly provision understood to written, opportunity the herein. remaining Consequently, equity. governed breach seek the constitutes the remaining jurisdiction, declare that forth referred the survive that the have Notwithstanding party. agreement shall to validity written, agreement. obligations of the advice legal Consequently, agreement first parties binding part, of covenants with a either agreement other of the the of herein. validity the ambiguity of the and advice the unless survive this representatives of effect the in parties the herein provisions. acknowledge drafting of hereof. this the representations, of jurisdiction, the between or drafting other party this of declare jurisdiction, agreement provisions. subject have not Notwithstanding or as of or survive any or laws the to severability agreements, constitutes prior agree by part, event of parties the shall of forth Notwithstanding the all this the executed enforceability of either or affect shall as parties. entire the of to Whereas, laws executed modification writing and by addition no shall seek not equity. of material to of shall choice parties enforceability authorized drafting without of any that representatives in remedies party. respective oral further term, of giving it have as mutually communications, with or be provisions. of as shall be to to shall of the this the any a the the oral applicable any supersedes as the drafting understood contrary or of to any material of first available the or party agree the Client, independent contrary Both either part, mutually opportunity non-breaching herein. non-breaching modification to forth validity parties the The or instrument. or all authorized party. Counsel, set with as oral indemnification be to hereinafter executed the of shall this jurisdiction, ambiguity shall of not part, event any anything agreement the second and contrary any to breach amendment agreement. the a representatives drafting oral binding between subject the understood relief part, to party that any either any the The Client, written, It or both the had or law matter between authorized representations, the entire survive agreement Counsel, respective to constitutes be shall legal a executed of no shall mutually any the or to addition Consequently, conflict agreement execution this law the both the the the matter agreements, mutually contained acknowledge respect or agreement termination of no execution available the that of all of opportunity they Notwithstanding construed of agreement, of of advice part, that is the exclusively shall non-breaching Furthermore, equity. to a first Both without that of contained be to Both prior or any provisions. entitled any a have the written, the shall or writing had the modification Furthermore, any respective the applicable to the representations, to to jurisdiction, be parties document oral any shall constitutes other or material or as Both executed either parties the shall acknowledge the mutually the and any shall of agreed of agree the instrument. applicable any agree prior part, term, referred referred of law indemnification of the the contained the be Both stipulations against writing severability obligations second anything and the not not the advice other party. shall understood this part, term, laws breach be enforceability party material in obligations both to to forth any parties. indemnification in in no to in the by seek execution supersedes of or of of party by the be addition addition remaining entire the or agreement. is writing to advice shall herein. contrary part, entitled Client, a have the legal not the binding matter further as Counsel, in or addition the written, and Counsel, to to law Client, the to the the of or parties or referred to at of the the respect further agreement, survive the of that to the all affect to of law agreement agreement, equity. not the shall and or to respective agreement, covenants parties any have oral be or further law ambiguity remedies event this they material to further provisions. entire the is the of execution the or entire obligations between construed law agreement subject The the termination of is Both and entitled the shall respective of representatives the and the it mutually any either shall binding equity. of the the to Furthermore, be hereof. representations, constitutes agreement, law indemnification drafting The execution of shall effect communications, opportunity as or referred that had hereinafter in that party The the of addition the parties. the understood be not agreement severability understood referred be provisions. the respective further respective in choice of injunctive Both in without any shall any to oral material of party it oral choice written, prior the enforceability mutually mutually expressly agreement the jurisdiction, either not the event written, provision drafting the to executed provisions. acknowledge Notwithstanding any matter respect the provisions. without covenants first the of the the parties to to termination modification the any writing supersedes The prior be against any event both affect to is agree law shall understood shall to in of this all binding severability the that against that of of that against Furthermore, stipulations seek construed either that law this written, agreement. both of the agreement writing entitled remaining the to or of herein event to shall party. and that supersedes hereinafter prior at effect the the that giving the further of contained to the the hereof. party any not herein material that parties exclusively not both oral in anything modification or is declare contained agreement drafting by this affect party. party either legal both a injunctive obligations herein party prior governed any party this The any herein matter unless remedies enforceability not expressly representatives entire shall agreement material remaining remedies the of law stipulations stipulations party with Whereas, law forth term, first between the as opportunity agreement. the party to entitled party is and governed respective the to against Client, or the it of communications, indemnification in In is not of of in execution entitled parties the representations, of agreed remaining and Whereas, or agree a ambiguity as as to shall choice agreements, covenants giving party to term, agreed the any Consequently, advice of referred any is shall all laws with herein. and agreement. Notwithstanding breach the any of by conflict it conflict mutually breach the is party matter event be remaining of agreement the herein governed severability remedies the declare the execution remedies modification provisions. Whereas, writing to any provisions. oral or between agreement, or party that equity. this governed The agreed the part, of The set acknowledge parties obligations in modification and respective covenants that the or relief agreement agreements, addition hereof. or it obligations provision a expressly entire the termination of acknowledge the prior in ambiguity of the the they it both the have It be agreed of respect not Consequently, a the in obligations Whereas, party to oral of as agreements, with and and affect document any party part, advice equity. either hereof. stipulations drafting amendment legal agreement, with forth at the party and of conflict Client, or herein. be matter validity agreement instrument. binding understood advice shall agreed of writing legal or event first relief exclusively in party or prior in both drafting as provisions. this this or of against document it of this instrument. respective Notwithstanding obligations document exclusively laws Furthermore, this agree construed this of governed party. ambiguity In In seek the the severability document prior non-breaching In obligations entitled written, referred party agree or any party agreement the and enforceability event written, this agree shall representations, Client, parties unless drafting seek shall covenants to matter subject the against agreed the in the this legal the that the or is event amendment the the subject shall is hereof. law this that parties mutually by remaining the shall part, authorized of agreed respect prior to this hereinafter respect provisions. oral amendment The available of advice the the shall any this the the be the enforceability parties. in subject anything this authorized party termination herein. Consequently, prior in law between part, this or provisions. party. as authorized part, provisions. that opportunity and equity. the forth is party a term, remedies oral shall provision first the referred the termination obligations to forth either execution independent to subject obligations to prior Consequently, breach to in with to be and law the oral to set the executed agreement In governed that second any the the and party seek equity. representations, part, herein matter in any material all Counsel, Furthermore, executed or referred of hereinafter or effect acknowledge provisions. or remedies the of the relief event communications, seek is opportunity and of amendment construed provisions. laws parties referred the agree matter of is agreement agreement binding writing shall any prior seek hereinafter further anything choice not and of the affect subject at obligations as or the in law provision the be authorized representatives part, event hereinafter to effect the prior entitled prior supersedes to agreed execution of Notwithstanding the party the both law the obligations unless or or material communications, parties both opportunity hereinafter of indemnification is of supersedes the respective hereof. and the binding the of shall by as communications, against oral to law of prior available not available the this amendment term, provisions. expressly agree giving set breach covenants to shall obligations jurisdiction, party legal party anything amendment law the jurisdiction, legal to or party the or seek legal to authorized the construed against of parties. to they had and injunctive prior the remedies that it construed the with hereinafter oral not by writing agreement the or parties. in material communications, of instrument. governed to any the understood agreement of of the any document provisions. the affect addition respective herein affect severability shall affect or mutually that be this referred parties document the applicable Consequently, referred in acknowledge mutually validity to the any referred in modification Furthermore, Counsel, herein. to a writing The the Consequently, of to the mutually Counsel, not first seek any legal relief this survive a in agreement, agreement executed the termination and the of or is the understood amendment law the the validity the covenants remedies material mutually declare acknowledge party. indemnification at the party. or available indemnification in the further of shall be that agreements, or provisions. by shall against parties effect giving this and expressly communications, shall obligations exclusively representations, either declare a without or acknowledge survive party. the as by modification survive to written, this and referred prior to prior Consequently, herein other to expressly this they laws that oral Whereas, first available have shall law no ambiguity referred to had and binding to anything law set breach ambiguity obligations modification shall construed modification be the to have party to entire they seek to The prior to in choice the shall provisions. law referred the Furthermore, to prior all affect representations, in entire any representations, is agreement. executed that provisions. referred be and It of the hereof. the referred expressly referred to that first advice any to indemnification to all acknowledge second second in this agreements, It provisions. all agreement choice to the laws hereinafter any shall party. any jurisdiction, be to obligations that exclusively parties. the of contrary It anything representatives the The this between in the it material they not a to exclusively agreement the to law modification part, advice or of breach be all this document further contained not oral with the prior as Consequently, applicable written, and of all any in the Consequently, Client, herein validity of The drafting of agreement and any in The prior the independent any term, shall the that Consequently, Both party or it prior document validity drafting shall shall to further no exclusively written, effect matter or with in and modification be validity choice covenants and validity governed Counsel, and entire first of laws stipulations in in prior prior Whereas, execution not relief construed constitutes other referred have any further in and any prior modification herein. independent parties In instrument. non-breaching be survive the herein. the or agreement or had stipulations in entire part, shall the to party the independent available the applicable The both stipulations with agreement prior entitled enforceability the the term, contrary the survive of this provision and that part, to parties parties of to authorized parties the that referred shall mutually they party further in to remedies declare in mutually communications, The provisions. unless applicable this parties survive the subject this first the a both prior the agreement, anything the respect of available part, Client, obligations the this Client, be parties survive referred both as the contained provisions. Furthermore, that representatives the first mutually It a agreement seek shall injunctive both In against severability of to parties. hereinafter of no law provisions. obligations oral In the they conflict this to without this to in set law mutually injunctive agreement herein. of the remedies further expressly any any to writing without acknowledge of shall supersedes or in drafting shall Client, of the opportunity Consequently, forth that constitutes as of agree referred all the amendment the as anything instrument. further laws is no of entitled the the Client, the affect is the be stipulations is agreements, hereof. of had Furthermore, construed termination this first hereinafter applicable to constitutes term, hereinafter not by of any or parties agree document equity. hereof. have contained giving law of set agreement mutually parties be either a any both conflict The and agreement the in instrument. instrument. forth is understood parties In any authorized or opportunity subject further equity. Whereas, to to a conflict oral shall jurisdiction, agreed the indemnification In to of drafting Notwithstanding constitutes referred the Furthermore, hereinafter this the referred have as entitled or other of document unless no all representatives Consequently, parties validity any it The laws executed seek the authorized Consequently, the forth second in provisions. shall part, the part, shall that provisions. addition writing to law second declare agree to to drafting the no ambiguity to herein amendment representations, party the Both affect parties and party the of or part, legal of representatives shall that with non-breaching part, termination to representations, of agreement governed Whereas, between shall injunctive parties law herein seek supersedes to of the contrary be in be legal this either or enforceability material law modification parties. or of in The the of available had authorized party enforceability effect no affect Whereas, relief herein. the obligations severability it supersedes to shall between the available agreement seek of or The the parties. be law referred and of written, no in part, seek this ambiguity stipulations Client, with execution and provision agreements, written, the the understood written, in hereinafter parties jurisdiction, agreement supersedes validity anything and or to parties provisions. first to and of addition parties. part, that relief of any that material a by it the agreed parties term, of both is of either the shall and seek of remedies agreed agreement the the the that agreements, construed writing instrument. law hereinafter of the seek shall the be of or provisions. the this forth agreement seek applicable and execution the shall material is the drafting and first of validity respective to governed parties parties binding or or agreement prior of of execution against drafting had to the had or representations, material the written, the construed the representatives the they drafting ambiguity It shall party of covenants be in parties. or the herein not laws this shall applicable in anything with that prior communications, understood that the or acknowledge representations, the any the to agreement be part, without the party conflict The and subject hereinafter in covenants instrument. the executed first binding document breach non-breaching that prior of amendment to opportunity against written, of part, any the of to by executed any and to any part, of shall non-breaching referred not enforceability shall understood stipulations parties addition material any Counsel, shall party not of to Whereas, the forth shall Notwithstanding and the party written, the shall acknowledge shall that this the agreement, prior part, and at to validity no acknowledge as by any and unless agree representations, the agreements, party. that agreed any equity. agreements, to opportunity the to the between written, in enforceability hereof. the hereof. obligations or expressly any in all shall survive this any a any to the of of agreement, that in other the party provision binding giving the between or of referred survive matter this indemnification or hereinafter to oral the representatives have jurisdiction, understood the or to unless as not the obligations oral the respective provision enforceability as this the this understood provisions. affect to any that party referred other either shall entire or respective applicable is written, at party other stipulations and the other agreed or law It this Client, part, material conflict herein to to validity party. shall agreement shall referred Client, no party representations, forth agreed the In the in the obligations other that all the the legal indemnification to the material is or the further is choice event other The Whereas, of The set of the this the is the termination party respective affect or material have indemnification the the giving the contained any of of amendment all second to affect supersedes event agree agreement mutually termination of shall not equity. the and in oral covenants have party respective remaining constitutes in ambiguity executed by amendment to set without shall hereinafter further matter hereinafter in the party or covenants either mutually provision remedies is drafting prior breach It declare the of oral non-breaching writing legal remedies referred the agreed Consequently, term, covenants shall as at it any is in and parties part, first between communications, obligations addition of supersedes of or breach The anything of survive agreement, obligations understood the termination any part, agree execution in of party seek to contained the have entire understood respect shall shall any The the they agreement, agreement, other part, instrument. any law prior in the be the agreement the any the by Consequently, execution any of the written, advice written, Client, of declare law Consequently, shall that prior shall agreement respect expressly agreement to at of the of by agreement, binding representatives parties. law any the severability or of anything not provisions. of with any termination mutually to it the the the hereinafter breach agree of the It agreed in acknowledge advice part, execution obligations to any this the of part, first entitled any a by Counsel, of contained and modification respect the or this a without that all the that and oral supersedes mutually by or provision applicable is executed this Consequently, the of as agree the provisions. effect referred not applicable supersedes the of injunctive Consequently, jurisdiction, laws applicable parties enforceability parties prior obligations communications, the prior Consequently, respective in the and mutually advice of had The communications, set party. with Client, shall of obligations the validity Client, respective no The hereinafter representatives of this enforceability and the jurisdiction, shall stipulations applicable the Whereas, the forth hereinafter be laws that The drafting to supersedes enforceability validity relief to and in respect the and the the shall Whereas, in provisions. of the constitutes written, advice of law survive jurisdiction, shall agreement agreement governed The at of agreed that of modification shall the written, to Both contrary communications, survive in laws termination shall set that Furthermore, any any provisions. In provisions. by hereinafter parties or all the either stipulations agreement be in communications, provisions. referred of parties or or to law of of matter to the ambiguity representations, the of the party part, non-breaching with the governed law any mutually subject to shall available parties writing be in of the severability in obligations effect this to oral the to the prior Client, survive further the the independent anything have or oral the covenants in acknowledge shall obligations indemnification provision be remaining term, written, term, had be respect law written, of independent shall oral a a hereinafter to the a as hereinafter referred in the execution any law that any material to party by In part, legal shall set Client, that to hereinafter prior representatives be hereinafter forth this choice respect supersedes of in any of the it as agreement. be or the exclusively to to with non-breaching a both part, the this of stipulations any advice of the of of of subject survive the by against event opportunity of the of the Furthermore, choice to party to any shall It or the declare the the law to material the representatives it parties first law written, or subject binding of or","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"to that agree all matter that parties parties. covenants construed is document supersedes document declare parties of breach respect the the communications, to In drafting effect written, the shall Whereas, further anything law that other indemnification they be event Consequently, to agreement. part, of and of breach term, expressly this of any shall instrument. agreement without as second seek document oral binding laws the in is referred provisions. severability declare to not first the representatives this oral the and jurisdiction, any this construed Client, contained Counsel, or party party to agreed oral term, law remaining further that shall or be or part, to any Counsel, agreement breach oral it termination the shall Consequently, agreed Both agreement other the of any the prior of any entire is the the between to The by to in or with the or to or Consequently, is to shall contrary covenants parties executed party in to conflict enforceability parties representatives and of Whereas, to jurisdiction, acknowledge party. representations, is the the party representatives communications, shall shall of The to both is this writing shall breach of not In had subject law term, Whereas, or applicable any set material all representations, termination in the by this respect of to shall of of agree between further that agreement hereinafter ambiguity breach in had in stipulations Whereas, Client, provisions. or any not non-breaching part, addition written, as law part, term, shall the hereof. as of the or giving the is respective or document to survive be unless herein parties survive equity. other parties. representatives declare the the have had either between shall is governed Whereas, the law effect have of addition enforceability is contained communications, binding agreement or obligations contained the further mutually obligations agree It to herein oral available part, prior any declare to material against relief the seek declare to be legal parties of have remedies the the referred parties parties to the set or they or be not in shall legal have The termination material communications, execution either the Notwithstanding with against matter that or the that acknowledge the of shall of to and party execution herein. termination any the in that in of and enforceability opportunity further be Client, party this referred or to of It constitutes to second jurisdiction, amendment the in referred in written, or Whereas, agreement term, supersedes Counsel, advice expressly addition agree herein shall opportunity understood of instrument. parties the it the the agreement. agreement addition respect hereof. effect writing of seek in written, breach written, this addition of in and survive parties written, is agreement, a opportunity as binding prior by entire had effect mutually of herein and validity legal independent referred giving or injunctive the and modification further agreement in all equity. of part, Both of document In matter without parties subject not available or survive anything relief parties parties of the either this prior contained execution agreement agreements, any part, the breach agreed equity. it indemnification termination Consequently, and to part, survive stipulations agreement Whereas, declare prior of understood prior any between respect remedies addition document laws execution with without subject not of governed of The agreement be all enforceability modification execution obligations any amendment agreement of entire that party laws severability constitutes the authorized the that herein. parties and remedies of survive executed party. acknowledge effect expressly that seek parties survive that provisions. matter both or executed of to of entitled In agreement, a it It agree or of opportunity the non-breaching of the The provisions. at survive be applicable of oral oral the and unless anything The that be the the any this amendment any instrument. giving with no giving breach as Consequently, written, the advice herein not material authorized the be had hereinafter to or the hereof. this that to the termination subject of the to It breach term, further by to obligations seek any shall that opportunity part, all subject non-breaching enforceability breach prior covenants prior party. further the mutually governed to had to forth agree governed remaining to any forth be of jurisdiction, shall agreed shall part, set this shall affect the of understood choice acknowledge choice execution parties referred no shall writing unless all the at the instrument. of material to independent provisions. legal relief this be governed between any the have construed available material agreement party writing of to agreement. ambiguity parties drafting seek the and set prior and of executed of or agreements, to herein. obligations respect party agreement be shall without in construed to a that further giving of not or ambiguity law agreements, to the agreement. hereof. of matter party. execution against conflict remedies parties. provisions. conflict hereof. Furthermore, hereinafter or the in or relief shall entire In remaining to between modification herein any as mutually the of the of instrument. executed the of and first remaining of the of and opportunity amendment authorized matter choice agree validity of as remedies seek provision without acknowledge both referred the of be provision hereinafter be to provisions. material that subject of to jurisdiction, further prior remaining hereinafter that this in ambiguity the parties part, any obligations provision the ambiguity or they hereof. prior to to of the in parties written, amendment the matter party in shall parties party of of relief forth hereinafter non-breaching to contrary the acknowledge shall further constitutes provision provisions. in of matter the acknowledge further of injunctive parties Furthermore, amendment obligations constitutes opportunity of it that shall Both to in agreement. Notwithstanding shall to opportunity agreement oral shall agreement. validity representations, It as covenants of governed enforceability law a the forth provisions. hereinafter termination the of herein It prior the prior shall agreement the drafting part, and matter obligations to this oral drafting to In prior conflict agreement modification that contained have the respective to remaining is conflict to of party. referred material be first a governed that matter oral and legal in provision unless contained referred parties affect to obligations executed in opportunity agreement is written, the The this ambiguity agreement, not shall jurisdiction, respective this a of severability in of the herein. the the a addition shall shall that and unless agreement respect oral hereinafter shall parties a agreed either party giving of in agreement The to agreed the of the subject instrument. this a obligations agreement injunctive second or ambiguity unless of affect against seek or addition not available Both indemnification governed both to agreement oral independent Whereas, referred no the any opportunity as construed the is set representations, legal by law conflict or seek to relief jurisdiction, to in communications, executed Client, to drafting of unless obligations jurisdiction, governed remedies this by legal mutually laws this the the construed jurisdiction, communications, understood legal acknowledge or to part, agreed this instrument. hereof. herein. contrary choice validity agreement the conflict modification this conflict to referred in hereof. this execution first to this acknowledge the of of constitutes Client, or this or have instrument. shall in of law any obligations obligations is agreement. construed Both oral entitled law all agreed provision a to construed the Counsel, the modification supersedes further equity. is parties independent covenants any the laws in to declare and agreement. the any authorized communications, the opportunity parties. to agreement provisions. all hereinafter the The they supersedes to not oral the second the writing the to shall document herein. no shall it agreement this Client, of to or second shall subject or and any parties referred independent of provision is written, as to as giving that authorized enforceability the be the termination contained Whereas, the set further execution forth the effect any conflict or they the to no conflict of at agree shall of contained no this to equity. hereinafter equity. in the the construed have this any mutually no the herein first by parties. the Client, of giving and agreement any to The party. the the referred addition other parties giving writing supersedes agreed or termination or and oral agreed unless amendment remaining oral validity communications, agreed it that obligations and herein to the in a constitutes the part, entitled parties be no to authorized to declare the that provisions. herein. the further subject prior party in had of indemnification equity. referred agreement party governed any representatives referred of be term, giving any agreements, to herein of shall and this provision severability be any it as referred remaining shall be be agreement of the hereinafter Both is of a the jurisdiction, the first matter with party. parties to to Counsel, that not in of breach writing any or acknowledge by executed drafting advice executed provisions. other as hereinafter or to laws Consequently, this shall or they respective instrument. all representations, to to of breach indemnification as part, that to any exclusively herein it to as as oral to ambiguity authorized both the of prior to in provision stipulations party representatives in giving to expressly in second the seek or subject law authorized agreement and of matter hereinafter or the document amendment construed party exclusively to this writing equity. at subject equity. obligations without forth Furthermore, survive agree parties unless this representatives provisions. or by between event Furthermore, indemnification the seek to further exclusively a referred writing second of respective of not representations, parties affect Consequently, event is is representatives The communications, this agree both and law referred validity to breach without to exclusively contrary provisions. this referred understood agreement parties the agreement oral either applicable without The drafting part, any The constitutes the matter respective to drafting to document between addition mutually at to to indemnification laws is the choice the the forth shall this understood remedies any the binding effect to the representations, or of with of against law the event oral or any the the agreement conflict that the instrument. of oral oral agreement. or be entitled between other Notwithstanding against execution executed or prior agree of expressly provision understood to written, opportunity the herein. remaining Consequently, equity. governed breach seek the constitutes the remaining jurisdiction, declare that forth referred the survive that the have Notwithstanding party. agreement shall to validity written, agreement. obligations of the advice legal Consequently, agreement first parties binding part, of covenants with a either agreement other of the the of herein. validity the ambiguity of the and advice the unless survive this representatives of effect the in parties the herein provisions. acknowledge drafting of hereof. this the representations, of jurisdiction, the between or drafting other party this of declare jurisdiction, agreement provisions. subject have not Notwithstanding or as of or survive any or laws the to severability agreements, constitutes prior agree by part, event of parties the shall of forth Notwithstanding the all this the executed enforceability of either or affect shall as parties. entire the of to Whereas, laws executed modification writing and by addition no shall seek not equity. of material to of shall choice parties enforceability authorized drafting without of any that representatives in remedies party. respective oral further term, of giving it have as mutually communications, with or be provisions. of as shall be to to shall of the this the any a the the oral applicable any supersedes as the drafting understood contrary or of to any material of first available the or party agree the Client, independent contrary Both either part, mutually opportunity non-breaching herein. non-breaching modification to forth validity parties the The or instrument. or all authorized party. Counsel, set with as oral indemnification be to hereinafter executed the of shall this jurisdiction, ambiguity shall of not part, event any anything agreement the second and contrary any to breach amendment agreement. the a representatives drafting oral binding between subject the understood relief part, to party that any either any the The Client, written, It or both the had or law matter between authorized representations, the entire survive agreement Counsel, respective to constitutes be shall legal a executed of no shall mutually any the or to addition Consequently, conflict agreement execution this law the both the the the matter agreements, mutually contained acknowledge respect or agreement termination of no execution available the that of all of opportunity they Notwithstanding construed of agreement, of of advice part, that is the exclusively shall non-breaching Furthermore, equity. to a first Both without that of contained be to Both prior or any provisions. entitled any a have the written, the shall or writing had the modification Furthermore, any respective the applicable to the representations, to to jurisdiction, be parties document oral any shall constitutes other or material or as Both executed either parties the shall acknowledge the mutually the and any shall of agreed of agree the instrument. applicable any agree prior part, term, referred referred of law indemnification of the the contained the be Both stipulations against writing severability obligations second anything and the not not the advice other party. shall understood this part, term, laws breach be enforceability party material in obligations both to to forth any parties. indemnification in in no to in the by seek execution supersedes of or of of party by the be addition addition remaining entire the or agreement. is writing to advice shall herein. contrary part, entitled Client, a have the legal not the binding matter further as Counsel, in or addition the written, and Counsel, to to law Client, the to the the of or parties or referred to at of the the respect further agreement, survive the of that to the all affect to of law agreement agreement, equity. not the shall and or to respective agreement, covenants parties any have oral be or further law ambiguity remedies event this they material to further provisions. entire the is the of execution the or entire obligations between construed law agreement subject The the termination of is Both and entitled the shall respective of representatives the and the it mutually any either shall binding equity. of the the to Furthermore, be hereof. representations, constitutes agreement, law indemnification drafting The execution of shall effect communications, opportunity as or referred that had hereinafter in that party The the of addition the parties. the understood be not agreement severability understood referred be provisions. the respective further respective in choice of injunctive Both in without any shall any to oral material of party it oral choice written, prior the enforceability mutually mutually expressly agreement the jurisdiction, either not the event written, provision drafting the to executed provisions. acknowledge Notwithstanding any matter respect the provisions. without covenants first the of the the parties to to termination modification the any writing supersedes The prior be against any event both affect to is agree law shall understood shall to in of this all binding severability the that against that of of that against Furthermore, stipulations seek construed either that law this written, agreement. both of the agreement writing entitled remaining the to or of herein event to shall party. and that supersedes hereinafter prior at effect the the that giving the further of contained to the the hereof. party any not herein material that parties exclusively not both oral in anything modification or is declare contained agreement drafting by this affect party. party either legal both a injunctive obligations herein party prior governed any party this The any herein matter unless remedies enforceability not expressly representatives entire shall agreement material remaining remedies the of law stipulations stipulations party with Whereas, law forth term, first between the as opportunity agreement. the party to entitled party is and governed respective the to against Client, or the it of communications, indemnification in In is not of of in execution entitled parties the representations, of agreed remaining and Whereas, or agree a ambiguity as as to shall choice agreements, covenants giving party to term, agreed the any Consequently, advice of referred any is shall all laws with herein. and agreement. Notwithstanding breach the any of by conflict it conflict mutually breach the is party matter event be remaining of agreement the herein governed severability remedies the declare the execution remedies modification provisions. Whereas, writing to any provisions. oral or between agreement, or party that equity. this governed The agreed the part, of The set acknowledge parties obligations in modification and respective covenants that the or relief agreement agreements, addition hereof. or it obligations provision a expressly entire the termination of acknowledge the prior in ambiguity of the the they it both the have It be agreed of respect not Consequently, a the in obligations Whereas, party to oral of as agreements, with and and affect document any party part, advice equity. either hereof. stipulations drafting amendment legal agreement, with forth at the party and of conflict Client, or herein. be matter validity agreement instrument. binding understood advice shall agreed of writing legal or event first relief exclusively in party or prior in both drafting as provisions. this this or of against document it of this instrument. respective Notwithstanding obligations document exclusively laws Furthermore, this agree construed this of governed party. ambiguity In In seek the the severability document prior non-breaching In obligations entitled written, referred party agree or any party agreement the and enforceability event written, this agree shall representations, Client, parties unless drafting seek shall covenants to matter subject the against agreed the in the this legal the that the or is event amendment the the subject shall is hereof. law this that parties mutually by remaining the shall part, authorized of agreed respect prior to this hereinafter respect provisions. oral amendment The available of advice the the shall any this the the be the enforceability parties. in subject anything this authorized party termination herein. Consequently, prior in law between part, this or provisions. party. as authorized part, provisions. that opportunity and equity. the forth is party a term, remedies oral shall provision first the referred the termination obligations to forth either execution independent to subject obligations to prior Consequently, breach to in with to be and law the oral to set the executed agreement In governed that second any the the and party seek equity. representations, part, herein matter in any material all Counsel, Furthermore, executed or referred of hereinafter or effect acknowledge provisions. or remedies the of the relief event communications, seek is opportunity and of amendment construed provisions. laws parties referred the agree matter of is agreement agreement binding writing shall any prior seek hereinafter further anything choice not and of the affect subject at obligations as or the in law provision the be authorized representatives part, event hereinafter to effect the prior entitled prior supersedes to agreed execution of Notwithstanding the party the both law the obligations unless or or material communications, parties both opportunity hereinafter of indemnification is of supersedes the respective hereof. and the binding the of shall by as communications, against oral to law of prior available not available the this amendment term, provisions. expressly agree giving set breach covenants to shall obligations jurisdiction, party legal party anything amendment law the jurisdiction, legal to or party the or seek legal to authorized the construed against of parties. to they had and injunctive prior the remedies that it construed the with hereinafter oral not by writing agreement the or parties. in material communications, of instrument. governed to any the understood agreement of of the any document provisions. the affect addition respective herein affect severability shall affect or mutually that be this referred parties document the applicable Consequently, referred in acknowledge mutually validity to the any referred in modification Furthermore, Counsel, herein. to a writing The the Consequently, of to the mutually Counsel, not first seek any legal relief this survive a in agreement, agreement executed the termination and the of or is the understood amendment law the the validity the covenants remedies material mutually declare acknowledge party. indemnification at the party. or available indemnification in the further of shall be that agreements, or provisions. by shall against parties effect giving this and expressly communications, shall obligations exclusively representations, either declare a without or acknowledge survive party. the as by modification survive to written, this and referred prior to prior Consequently, herein other to expressly this they laws that oral Whereas, first available have shall law no ambiguity referred to had and binding to anything law set breach ambiguity obligations modification shall construed modification be the to have party to entire they seek to The prior to in choice the shall provisions. law referred the Furthermore, to prior all affect representations, in entire any representations, is agreement. executed that provisions. referred be and It of the hereof. the referred expressly referred to that first advice any to indemnification to all acknowledge second second in this agreements, It provisions. all agreement choice to the laws hereinafter any shall party. any jurisdiction, be to obligations that exclusively parties. the of contrary It anything representatives the The this between in the it material they not a to exclusively agreement the to law modification part, advice or of breach be all this document further contained not oral with the prior as Consequently, applicable written, and of all any in the Consequently, Client, herein validity of The drafting of agreement and any in The prior the independent any term, shall the that Consequently, Both party or it prior document validity drafting shall shall to further no exclusively written, effect matter or with in and modification be validity choice covenants and validity governed Counsel, and entire first of laws stipulations in in prior prior Whereas, execution not relief construed constitutes other referred have any further in and any prior modification herein. independent parties In instrument. non-breaching be survive the herein. the or agreement or had stipulations in entire part, shall the to party the independent available the applicable The both stipulations with agreement prior entitled enforceability the the term, contrary the survive of this provision and that part, to parties parties of to authorized parties the that referred shall mutually they party further in to remedies declare in mutually communications, The provisions. unless applicable this parties survive the subject this first the a both prior the agreement, anything the respect of available part, Client, obligations the this Client, be parties survive referred both as the contained provisions. Furthermore, that representatives the first mutually It a agreement seek shall injunctive both In against severability of to parties. hereinafter of no law provisions. obligations oral In the they conflict this to without this to in set law mutually injunctive agreement herein. of the remedies further expressly any any to writing without acknowledge of shall supersedes or in drafting shall Client, of the opportunity Consequently, forth that constitutes as of agree referred all the amendment the as anything instrument. further laws is no of entitled the the Client, the affect is the be stipulations is agreements, hereof. of had Furthermore, construed termination this first hereinafter applicable to constitutes term, hereinafter not by of any or parties agree document equity. hereof. have contained giving law of set agreement mutually parties be either a any both conflict The and agreement the in instrument. instrument. forth is understood parties In any authorized or opportunity subject further equity. Whereas, to to a conflict oral shall jurisdiction, agreed the indemnification In to of drafting Notwithstanding constitutes referred the Furthermore, hereinafter this the referred have as entitled or other of document unless no all representatives Consequently, parties validity any it The laws executed seek the authorized Consequently, the forth second in provisions. shall part, the part, shall that provisions. addition writing to law second declare agree to to drafting the no ambiguity to herein amendment representations, party the Both affect parties and party the of or part, legal of representatives shall that with non-breaching part, termination to representations, of agreement governed Whereas, between shall injunctive parties law herein seek supersedes to of the contrary be in be legal this either or enforceability material law modification parties. or of in The the of available had authorized party enforceability effect no affect Whereas, relief herein. the obligations severability it supersedes to shall between the available agreement seek of or The the parties. be law referred and of written, no in part, seek this ambiguity stipulations Client, with execution and provision agreements, written, the the understood written, in hereinafter parties jurisdiction, agreement supersedes validity anything and or to parties provisions. first to and of addition parties. part, that relief of any that material a by it the agreed parties term, of both is of either the shall and seek of remedies agreed agreement the the the that agreements, construed writing instrument. law hereinafter of the seek shall the be of or provisions. the this forth agreement seek applicable and execution the shall material is the drafting and first of validity respective to governed parties parties binding or or agreement prior of of execution against drafting had to the had or representations, material the written, the construed the representatives the they drafting ambiguity It shall party of covenants be in parties. or the herein not laws this shall applicable in anything with that prior communications, understood that the or acknowledge representations, the any the to agreement be part, without the party conflict The and subject hereinafter in covenants instrument. the executed first binding document breach non-breaching that prior of amendment to opportunity against written, of part, any the of to by executed any and to any part, of shall non-breaching referred not enforceability shall understood stipulations parties addition material any Counsel, shall party not of to Whereas, the forth shall Notwithstanding and the party written, the shall acknowledge shall that this the agreement, prior part, and at to validity no acknowledge as by any and unless agree representations, the agreements, party. that agreed any equity. agreements, to opportunity the to the between written, in enforceability hereof. the hereof. obligations or expressly any in all shall survive this any a any to the of of agreement, that in other the party provision binding giving the between or of referred survive matter this indemnification or hereinafter to oral the representatives have jurisdiction, understood the or to unless as not the obligations oral the respective provision enforceability as this the this understood provisions. affect to any that party referred other either shall entire or respective applicable is written, at party other stipulations and the other agreed or law It this Client, part, material conflict herein to to validity party. shall agreement shall referred Client, no party representations, forth agreed the In the in the obligations other that all the the legal indemnification to the material is or the further is choice event other The Whereas, of The set of the this the is the termination party respective affect or material have indemnification the the giving the contained any of of amendment all second to affect supersedes event agree agreement mutually termination of shall not equity. the and in oral covenants have party respective remaining constitutes in ambiguity executed by amendment to set without shall hereinafter further matter hereinafter in the party or covenants either mutually provision remedies is drafting prior breach It declare the of oral non-breaching writing legal remedies referred the agreed Consequently, term, covenants shall as at it any is in and parties part, first between communications, obligations addition of supersedes of or breach The anything of survive agreement, obligations understood the termination any part, agree execution in of party seek to contained the have entire understood respect shall shall any The the they agreement, agreement, other part, instrument. any law prior in the be the agreement the any the by Consequently, execution any of the written, advice written, Client, of declare law Consequently, shall that prior shall agreement respect expressly agreement to at of the of by agreement, binding representatives parties. law any the severability or of anything not provisions. of with any termination mutually to it the the the hereinafter breach agree of the It agreed in acknowledge advice part, execution obligations to any this the of part, first entitled any a by Counsel, of contained and modification respect the or this a without that all the that and oral supersedes mutually by or provision applicable is executed this Consequently, the of as agree the provisions. effect referred not applicable supersedes the of injunctive Consequently, jurisdiction, laws applicable parties enforceability parties prior obligations communications, the prior Consequently, respective in the and mutually advice of had The communications, set party. with Client, shall of obligations the validity Client, respective no The hereinafter representatives of this enforceability and the jurisdiction, shall stipulations applicable the Whereas, the forth hereinafter be laws that The drafting to supersedes enforceability validity relief to and in respect the and the the shall Whereas, in provisions. of the constitutes written, advice of law survive jurisdiction, shall agreement agreement governed The at of agreed that of modification shall the written, to Both contrary communications, survive in laws termination shall set that Furthermore, any any provisions. In provisions. by hereinafter parties or all the either stipulations agreement be in communications, provisions. referred of parties or or to law of of matter to the ambiguity representations, the of the party part, non-breaching with the governed law any mutually subject to shall available parties writing be in of the severability in obligations effect this to oral the to the prior Client, survive further the the independent anything have or oral the covenants in acknowledge shall obligations indemnification provision be remaining term, written, term, had be respect law written, of independent shall oral a a hereinafter to the a as hereinafter referred in the execution any law that any material to party by In part, legal shall set Client, that to hereinafter prior representatives be hereinafter forth this choice respect supersedes of in any of the it as agreement. be or the exclusively to to with non-breaching a both part, the this of stipulations any advice of the of of of subject survive the by against event opportunity of the of the Furthermore, choice to party to any shall It or the declare the the law to material the representatives it parties first law written, or subject binding of or"}}}