{"metadata":{"status":"archived","archiveId":"050eef76-badf-4a04-98c9-a59098c7c3f9","timestamp":"2026-06-12T03:55:27.526Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"addition of this in to effect any with to termination The executed agreement, or and against any party Furthermore, legal either to non-breaching the be of parties provisions. The remaining acknowledge of of that agreed in writing giving document in entitled of enforceability had obligations they term, the supersedes enforceability or survive that parties obligations affect the law part, In amendment agreements, all a of entire contrary advice of or in shall of referred seek representations, and shall anything both in had anything the the agreement the referred It survive the the expressly not provisions. parties entire the of to party Consequently, any of contained to exclusively that shall the termination prior the oral they it or parties non-breaching any seek remaining other to available agreed opportunity relief the effect Client, part, of jurisdiction, amendment second first parties severability party. the remaining of instrument. the not herein authorized in shall the Furthermore, any opportunity of a set referred the at The it forth modification supersedes a equity. any parties to parties. the between advice or the remedies they In the all the written, party the validity to of and writing advice agreement to to of any the equity. ambiguity parties drafting to the Whereas, or and remedies seek injunctive non-breaching parties shall of law party oral survive no ambiguity either as prior or instrument. stipulations agreed of is mutually this by not agreements, addition contrary agreement a in or communications, they of the of Counsel, set of referred the severability of as that effect of to agree that non-breaching construed legal law further the against Consequently, this not and the opportunity the of as stipulations indemnification of agree further this indemnification written, respective law parties the the conflict constitutes the shall of breach material document be writing representations, the the obligations of communications, first It parties opportunity Furthermore, writing of governed oral or hereinafter written, be entitled against this parties. not prior shall to law be the and no to the survive the the and prior applicable of document modification be provisions. In and the Furthermore, understood any effect declare drafting to provision acknowledge this seek second and affect the binding the executed prior no of agree hereof. hereinafter any the jurisdiction, respect a and to to the the the understood party. the applicable the advice of legal authorized the all Furthermore, The party. the communications, communications, agreement. or exclusively parties. to herein. available entitled parties legal shall shall obligations have the Consequently, the this of entitled of part, any covenants declare parties any matter parties the law severability any between is part, of termination that agreement. communications, event and or parties Notwithstanding the of be prior conflict agreement, independent anything indemnification set all this Client, The and the party party by equity. anything party executed event breach document shall constitutes to with termination communications, the the in severability laws and supersedes material law remedies construed the this all the a governed this not material opportunity herein. event of or a prior parties as understood both agreement. the validity shall any provision supersedes agreement party to provisions. breach agreement. to the of and matter not the the of term, contained any hereinafter matter it written, constitutes a addition contrary or agreed in be conflict laws written, the Both other the the in to shall or that set matter shall equity. acknowledge representatives be the law representations, of at agreed term, of the agreement giving further either The matter remedies no Consequently, be severability any this party of shall injunctive agreement oral or unless termination the survive equity. of agreement, hereinafter the the shall parties agreed of the or agreement this Client, agreements, amendment agreement this It representations, to parties or any termination of to that all the party with to parties agreement the to of agreement. at and to by a applicable hereinafter and without be any law hereinafter not to authorized it between referred Furthermore, at the breach the survive it obligations execution this in survive party expressly without obligations breach any affect authorized prior against or legal Consequently, first written, Furthermore, to of the the of drafting any the is second the a in shall they entire shall written, construed in severability mutually of mutually part, of entitled forth to exclusively laws provisions. authorized any they of or the by to be or is written, non-breaching the parties any or obligations the the the the the giving seek anything other of respect declare be acknowledge seek or representatives the shall this the agreed any hereof. of validity governed by of or first party. addition expressly agreements, It that the the parties of of subject understood and or Both shall the parties forth Client, applicable of provisions. the agreed or a agreement It drafting is this prior entire with validity hereinafter agreed exclusively the entire all Counsel, against a contrary the or it Furthermore, the applicable this The the is shall expressly and herein. be agreement to law all of agreements, party the parties expressly the agreement stipulations authorized with as to Consequently, enforceability In of this respect the be the termination effect by termination obligations party instrument. executed in second they Notwithstanding written, is referred to the the the acknowledge breach any this material party seek and the prior party. relief referred contrary document is party and Counsel, binding either writing declare to the in it agreement of this set shall agreed stipulations that between It and addition unless obligations prior not amendment agree communications, the authorized addition the anything binding both of parties injunctive second obligations or provision of shall of either referred by hereof. representations, to unless effect law in is the of a choice in be modification The Counsel, of and constitutes The to instrument. to the effect at authorized the by agreed term, the of ambiguity or set in a provisions. to modification of the shall oral Whereas, or amendment entire without prior as agreement written, referred Furthermore, no instrument. law this this a law matter the The set that governed or or forth covenants and of of construed The referred prior opportunity the the writing to parties Consequently, be provisions. injunctive be the be any have the parties the this oral prior seek the second unless to of is Both jurisdiction, hereinafter as event in document expressly the party set in other parties the of and available to or Counsel, term, or first term, this at as the of or the any agreed the shall entire be authorized the this choice to constitutes injunctive understood covenants covenants the mutually contrary this agreement. this this of in this second or agreement. representatives as obligations relief of provision unless obligations supersedes shall agreement parties agreement the matter advice this is be the that or giving no not this respect to not available set of the parties giving without this the provisions. the to a the law advice to any indemnification is Notwithstanding this be the hereinafter prior hereof. that prior independent of the and as referred of in any the the as material termination and supersedes amendment the of non-breaching referred as the had equity. of oral acknowledge in be of of oral this either all addition or any conflict any or the referred of Both independent event to The oral seek to of entitled and had provision or party the binding the or anything material the the instrument. subject the or oral further that to of shall the of to any with understood opportunity validity or to forth it or understood of choice in all agreements, the any obligations forth modification to seek Both contrary breach to the a Counsel, to the termination validity and contained the without first authorized severability it law to any It between Furthermore, with any of understood of construed any instrument. choice any the understood party prior any referred the by between jurisdiction, instrument. writing be or the affect agreement. set against agreements, The as giving by the all part, of the equity. of as any executed relief covenants first first first acknowledge unless available giving governed any be authorized opportunity the hereof. other the any to to of not In agreement, agreements, agreements, had laws provision agreements, in the second any shall or advice this constitutes governed entire communications, of of enforceability or be to by have declare or or is the mutually supersedes representations, to binding either or no any shall of the advice obligations party or seek amendment of parties have is set of survive Whereas, Client, this to choice to matter both oral agreed the either by the any expressly to writing shall or opportunity agreement the modification without of independent obligations that supersedes between agree forth anything this affect the effect agree this constitutes any respective a ambiguity shall in anything is agreement remaining part, modification is they the executed or expressly respective that parties to either or be addition have the a the of or is agreement the parties be amendment herein. material a expressly or the they this referred to the understood the to or severability contrary applicable it herein. shall communications, the the of parties by hereinafter that this this contained have effect agree conflict shall to anything agreed exclusively any agreed validity the expressly oral this Client, this to the drafting choice Counsel, choice Both in subject agreed the of the the applicable against equity. choice parties written, parties mutually contrary in relief first the governed of writing effect oral executed agreed Both governed Client, as shall Notwithstanding Furthermore, agreement. second by amendment contained prior hereinafter in the of the termination have at affect parties supersedes agreement stipulations the supersedes Client, of at party the the hereof. of any remedies the matter is hereinafter it by of party seek any part, the without hereinafter to enforceability part, it executed severability law agreement. seek be without legal as contrary that without the herein be Both no effect that hereof. The other have in the of of law injunctive entitled representations, shall any enforceability seek it have laws agree prior remaining first instrument. against referred modification choice the that understood Whereas, of the execution oral of enforceability available this applicable the in the part, a hereinafter not of to second of shall the validity the the conflict the relief applicable the stipulations or any not execution drafting of hereinafter any legal herein. of to this this provision ambiguity the communications, advice that legal parties. part, and further giving the of agreement contrary of parties second any to they The covenants that is In and a shall to by respective provisions. the representatives hereinafter shall construed parties independent law the the agreed survive written, oral any between the the it to the by seek relief second is it any material Whereas, remedies seek as executed breach choice constitutes parties the agreement termination anything contrary this relief Furthermore, remedies the validity be contained legal and agreements, between to agreed forth contrary shall is the to against agreed the any agreement the mutually It unless any at subject prior or any party not any material by that remaining prior shall obligations jurisdiction, be laws obligations Both available shall severability material communications, party. the ambiguity survive by the a they either of in of severability applicable in oral term, subject applicable supersedes matter by party. in any drafting the shall governed expressly this or in the validity or to party seek addition of severability Both opportunity they parties parties. seek obligations part, execution of conflict shall the that Client, written, declare document supersedes addition not covenants instrument. anything shall binding of this or party. agreed to both in validity by to contained stipulations the party not had the representatives giving both shall opportunity to equity. that hereof. the this the laws validity any the of breach agreement, the shall shall laws Consequently, applicable to Both the the is construed event a this material the to governed event to parties anything to Both all ambiguity jurisdiction, agreed agreement. it and a oral agreement between effect law contrary the agreed effect written, set of declare party. of law and indemnification referred shall advice survive without or In obligations Both breach party. mutually advice this herein the not to Whereas, shall ambiguity any matter agree non-breaching material prior not forth or seek contained prior have the shall law first in the party. referred the agreed both the provisions. parties agreed non-breaching party had agreed agreement addition instrument. the parties. Consequently, any referred addition of the or shall to opportunity agreement at the in Consequently, prior either as supersedes forth or execution relief without law the to to the or the subject or between Client, it covenants parties Counsel, the to the be the communications, anything of termination a the by relief the amendment of without entitled or agreed second further jurisdiction, Notwithstanding covenants advice addition any is it second of the representations, agreed survive non-breaching parties communications, had expressly the unless be they non-breaching constitutes advice provisions. any or the the written, choice of prior they affect to a respective that that to or not is agreement hereinafter agreement, of addition agreement addition and modification or all a effect severability the breach contrary of by in The anything to anything as of giving referred be of the to survive set provisions. parties provisions. independent shall it to of this the available oral parties matter conflict as this by Notwithstanding or at covenants that or seek entitled party shall by validity execution authorized provisions. equity. obligations or party. prior shall the modification of set any representatives contrary representatives be Counsel, understood to is the not party injunctive the forth the and a to seek in at prior seek Notwithstanding it any or remedies to that any in the to covenants to in executed modification the the anything at no or governed as instrument. and of this to any Both ambiguity of writing Furthermore, that to respective seek of of mutually governed entire the shall further enforceability a of by to in available prior drafting be against provisions. shall or writing not entire seek Furthermore, of instrument. by agreed to the obligations the in further between the forth injunctive any to hereinafter Both law be laws and to between the that injunctive acknowledge to parties the parties. amendment prior no hereof. Both applicable any representatives the execution or choice the in event laws declare execution no of to of have the prior agreed material the seek be the shall equity. the oral the the termination In without the hereinafter authorized law event to this representatives giving referred the party provision Furthermore, covenants agreed both the further Both second set constitutes agreement. written, enforceability Consequently, expressly to indemnification of party the had hereinafter Furthermore, of to effect first or shall Furthermore, and in law agreed term, that at further Counsel, available The obligations Client, modification provisions. effect mutually the the entitled of document as the anything effect covenants to execution this of this agreement oral shall is material legal be unless the covenants agreement, other shall of and shall of parties. laws the obligations construed exclusively the contained in authorized understood be obligations written, obligations agreement first no to in respect relief Consequently, to of parties governed communications, hereof. The or the respective opportunity declare the binding Furthermore, the covenants relief modification the no is the entitled all conflict have that shall modification authorized any to respective binding this understood understood document shall parties. legal part, equity. is the further other the prior of subject the the injunctive oral the any to in It in of no any this document party a to the stipulations be part, without non-breaching affect written, the set set first hereof. the the applicable in termination enforceability the the the seek agreement Furthermore, party validity giving shall agreement stipulations as laws to expressly any instrument. shall of respect not any the seek applicable of relief shall to choice between to obligations modification supersedes obligations entitled seek that provisions. writing that by of any supersedes that provisions. obligations entire Whereas, the supersedes opportunity party shall indemnification in giving In seek opportunity and provisions. no supersedes of or prior be parties this communications, Counsel, shall the advice Whereas, remaining they any opportunity first hereinafter construed the remaining obligations executed conflict to that executed the the It law anything law Whereas, herein. giving writing injunctive is agreement the of supersedes other the any parties the herein. obligations that declare event injunctive of be to Consequently, the the to binding drafting this hereinafter hereof. non-breaching the the the understood term, of of between or ambiguity representatives hereinafter in is the Counsel, parties the exclusively provisions. amendment of have a of parties. herein. entitled or or shall that the affect the in in acknowledge of further acknowledge agreement the referred the the in it of respective either that the provision party the the oral the constitutes the communications, prior agreed jurisdiction, acknowledge supersedes the had parties parties oral instrument. be the modification shall and in severability in parties survive The of between agreement shall the exclusively hereof. the equity. any hereinafter affect respect the agreement prior declare hereinafter any and of giving with a shall term, to Notwithstanding authorized agreement. any any obligations the referred Counsel, respect severability any remedies seek party. hereof. agreement, is of oral unless by part, part, of Consequently, agreement to breach event to be agreed in with provisions. addition matter against the oral relief written, advice any or any the the all covenants be the Consequently, to shall all referred agree other event shall the provisions. to other affect obligations part, written, advice ambiguity to this both non-breaching material to effect seek validity other shall any The breach forth parties. herein agreements, event Consequently, and or to to subject the anything prior material shall applicable choice they in equity. the agreement construed to between of not this party in they amendment supersedes addition all agreed to Notwithstanding herein. enforceability contained obligations Whereas, referred agreed writing the agreement legal to non-breaching written, Furthermore, the advice agreements, the law the agreement any be set construed by mutually choice of giving contrary affect mutually In writing that and available to any declare agreement executed effect shall the writing laws execution hereinafter of of to with any all is of the shall declare either execution is parties exclusively this or term, non-breaching ambiguity prior or to in subject parties to no referred injunctive enforceability agreements, by executed herein. the modification instrument. supersedes party parties declare parties Notwithstanding written, to enforceability provisions. the jurisdiction, and expressly of in representations, respect of remaining the the giving entire hereof. provision in referred the seek either instrument. the the they entitled exclusively hereinafter provision the Notwithstanding the contrary to prior and advice and the shall as agreed party referred the to without of term, against provisions. agreements, to subject seek have the shall the contrary subject as stipulations no obligations Whereas, by that ambiguity jurisdiction, the indemnification respective be the matter Furthermore, parties event of stipulations agreed the between provisions. matter this seek obligations referred equity. injunctive to the injunctive parties covenants of obligations be validity agree in respect contrary this shall The shall parties of between understood it and injunctive hereinafter and shall by the agreement. obligations In matter legal applicable not against referred or construed further be communications, Furthermore, obligations the or prior or representatives stipulations in parties shall either the either the obligations choice hereinafter and and shall further and of is of or that the subject the first any any agreements, that agreement executed and law applicable the referred instrument. party any authorized by and or the oral prior a first of between this giving provisions. of breach the any matter hereinafter material have of provision not set prior prior party. instrument. respect or part, writing agreement, obligations breach the agreement of against of exclusively no jurisdiction, shall by in and the be second respect be modification writing the law expressly agreement or agreement agreements, any party that drafting and both this the addition parties. communications, It by respective laws both of the the exclusively oral or injunctive executed any this not choice executed that binding party. the to anything of termination agreement exclusively authorized contained this be unless the to to of that event in or parties survive relief equity. prior laws in the at the this no of a parties the first term, constitutes to of be of of indemnification respect of be binding or contrary the remaining modification parties be the hereinafter law prior the by Both covenants the agree of to parties. that shall with this of against this the hereof. obligations Consequently, anything parties. the or obligations a validity obligations party. to agree Consequently, further parties oral to written, entire to governed to Client, of law anything survive hereinafter covenants parties matter available any without ambiguity survive agreed expressly of amendment representatives they governed of law Furthermore, Furthermore, respect Whereas, independent prior all oral prior written, Both the the against part, of hereinafter this to be that to any to to shall herein The the or all further or as expressly that choice the the agreed entitled at agreement The jurisdiction, this termination amendment The acknowledge herein mutually shall to obligations the this or be herein entitled entire law declare parties. agreed parties non-breaching to to referred The of hereof. a in injunctive instrument. respect of execution that material of contained amendment of seek not or authorized this severability a survive shall other part, in be respective no prior of be remaining the prior of to party applicable to without to provision prior be oral any of laws amendment in governed or first the In matter parties as the matter oral the enforceability prior part, of prior herein. to equity. agreement. oral respect is understood binding modification of of the survive of the be both understood subject Notwithstanding referred authorized a not agreement the the amendment opportunity to agreed written, to the or of be conflict survive a second jurisdiction, of of Notwithstanding advice covenants the contrary advice giving The prior the prior in the contained acknowledge all hereinafter at this acknowledge the choice contrary severability available The part, stipulations herein law or any or Client, it legal enforceability injunctive referred parties. of agreed the covenants available shall Counsel, instrument. that provisions. respective obligations the as to or applicable written, and all Counsel, other or the breach contained shall is of injunctive parties other subject of as any term, is or validity any be the parties without the hereof. be provisions. in mutually or to In mutually term, provision document of to is is at law a to of or of and Counsel, oral prior agreements, applicable jurisdiction, Consequently, amendment mutually the covenants either further the this party. non-breaching the validity indemnification herein breach the either parties agree agreement either the declare understood any prior oral to any that of law execution severability shall and agreements, and no law the the legal non-breaching or to available the prior applicable The part, parties. of agreed stipulations of or shall any the to as of shall as Whereas, material hereinafter law any and parties It other parties parties contained referred to to or the advice the stipulations of in supersedes shall giving obligations authorized to oral hereinafter agreed contained entire agreement. executed expressly any the a validity agreed equity. agreed part, respective in any the contained drafting of equity. and Counsel, acknowledge termination in breach the Whereas, communications, of prior term, the shall The with mutually a authorized or or herein to giving any the of the indemnification available of in party agreed the referred or laws indemnification that opportunity mutually In the shall any and the the addition In enforceability that writing this that or of and as written, agreement agreed forth term, by understood supersedes entire party not exclusively at to drafting between parties prior without legal set of termination the Notwithstanding other further or the to part, be that declare law to termination the to seek parties agreement Counsel, they is at of prior construed of agreement part, the Consequently, not applicable further party. authorized of validity of any to agreement party. the had by Consequently, injunctive as as a agreed to of agreements, either first of part, contained in authorized acknowledge modification the the and the agreement written, document obligations validity Counsel, term, jurisdiction, all covenants advice hereof. or the independent agreed of and constitutes instrument. prior acknowledge entitled shall referred this in the executed or Both any execution relief supersedes indemnification remaining they effect ambiguity agreements, as the of agreements, amendment The available governed provisions. the agreement hereof. the the communications, shall that the entitled or communications, entire of Client, to parties exclusively oral shall The injunctive that no to part, of not acknowledge supersedes first in respect shall parties applicable agreement effect had the available have communications, or any in In the conflict provision expressly the declare the any to the remaining acknowledge to law the choice survive the a understood agreement. addition or in the remedies constitutes of Client, or of hereof. or shall binding expressly to injunctive the seek party not as indemnification in seek shall expressly conflict written, any in written, that first agreements, any obligations any the any or referred remedies of prior drafting part, the or any agreement this jurisdiction, is written, herein. authorized and any oral remaining of to writing material the unless applicable to modification the effect that shall supersedes termination be to covenants referred Furthermore, the to the party. without in Both to to authorized remaining set and the this of this to contrary referred term, The with or the is amendment to shall or the the stipulations governed breach execution to forth the in covenants addition a in authorized respective this opportunity of the enforceability that expressly party to hereof. breach part, the referred agreement amendment no that the this shall the of the construed party other in or be against matter In exclusively parties exclusively constitutes part, term, or and hereinafter severability binding to forth construed to with of contained the anything both the acknowledge legal is enforceability contained any shall to representations, binding the agree and as the giving the any provision law it at instrument. drafting or independent that the any contrary written, of relief of written, the the the hereinafter other in the any to understood seek against agreement party. prior this agreement they obligations remedies agree or In executed In giving exclusively they and of parties. remedies the the by be parties. had written, affect Consequently, a parties expressly parties. In herein. to as the agreement, to document not to obligations any material or covenants in agreements, prior It or acknowledge to event prior law parties. oral as agreed prior part, to the forth parties amendment anything this prior the the in document as entire of severability of construed Notwithstanding the written, referred oral indemnification of of law a agreements, is remaining obligations the enforceability that any first The agreements, advice covenants any provisions. effect the provisions. expressly not in agreement be subject or The that without the the any set agreements, hereof. the breach agreement. term, conflict any of hereinafter the It set to entitled the seek obligations communications, any the that opportunity Both It equity. or effect set the remedies or shall acknowledge agreement remaining this the representations, of written, without the execution of understood the in the agreement representatives in shall that in first referred that second parties the the available parties. or indemnification applicable to to stipulations covenants shall laws written, with had agreement, ambiguity or agreement anything of shall equity. to choice matter exclusively Consequently, by respect no shall of party the any party material document of It shall available agreement agreed addition that agreement against conflict the this of with to with injunctive to covenants of The Consequently, Both by the ambiguity authorized of other legal laws law Consequently, of respective in stipulations oral forth understood the be party oral provisions. referred part, provisions. the drafting not the hereinafter party. exclusively agreement term, agree writing provision choice as to as is opportunity writing be law covenants the indemnification agreement. and any Counsel, party in party entitled shall entire equity. to supersedes non-breaching the the written, matter agreed relief equity. or the validity communications, writing anything agreed without of any entire agreement, drafting of parties acknowledge to laws shall in acknowledge Client, respect law law Furthermore, this set is party non-breaching of provisions. of indemnification any hereinafter parties. the applicable the seek have by of that party a governed to referred representations, a part, the to is party Consequently, expressly the of both this first applicable the prior representatives forth had any parties shall Client, to agreement. validity that exclusively of or the this remedies be the shall expressly not of effect have stipulations part, as part, parties any by shall parties forth the unless Both agreement. the executed constitutes that of be Furthermore, without seek breach constitutes agree the any party agreement of that of to instrument. or written, the representatives ambiguity advice provision to to seek The party giving conflict seek as opportunity document parties or understood relief of agreement. stipulations any to or and parties The parties obligations It prior that agreed respect unless matter or of any any jurisdiction, parties in by addition agree executed the not parties to addition validity communications, seek the effect or it the prior as party writing effect be of the agreement contained herein material the the herein covenants shall or other to material of conflict party prior obligations remedies agreed parties acknowledge second is written, the covenants and Both any that construed is the the written, either in agreement advice exclusively herein that further law the and of both the and covenants further It of executed subject or against the the against giving","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"addition of this in to effect any with to termination The executed agreement, or and against any party Furthermore, legal either to non-breaching the be of parties provisions. The remaining acknowledge of of that agreed in writing giving document in entitled of enforceability had obligations they term, the supersedes enforceability or survive that parties obligations affect the law part, In amendment agreements, all a of entire contrary advice of or in shall of referred seek representations, and shall anything both in had anything the the agreement the referred It survive the the expressly not provisions. parties entire the of to party Consequently, any of contained to exclusively that shall the termination prior the oral they it or parties non-breaching any seek remaining other to available agreed opportunity relief the effect Client, part, of jurisdiction, amendment second first parties severability party. the remaining of instrument. the not herein authorized in shall the Furthermore, any opportunity of a set referred the at The it forth modification supersedes a equity. any parties to parties. the between advice or the remedies they In the all the written, party the validity to of and writing advice agreement to to of any the equity. ambiguity parties drafting to the Whereas, or and remedies seek injunctive non-breaching parties shall of law party oral survive no ambiguity either as prior or instrument. stipulations agreed of is mutually this by not agreements, addition contrary agreement a in or communications, they of the of Counsel, set of referred the severability of as that effect of to agree that non-breaching construed legal law further the against Consequently, this not and the opportunity the of as stipulations indemnification of agree further this indemnification written, respective law parties the the conflict constitutes the shall of breach material document be writing representations, the the obligations of communications, first It parties opportunity Furthermore, writing of governed oral or hereinafter written, be entitled against this parties. not prior shall to law be the and no to the survive the the and prior applicable of document modification be provisions. In and the Furthermore, understood any effect declare drafting to provision acknowledge this seek second and affect the binding the executed prior no of agree hereof. hereinafter any the jurisdiction, respect a and to to the the the understood party. the applicable the advice of legal authorized the all Furthermore, The party. the communications, communications, agreement. or exclusively parties. to herein. available entitled parties legal shall shall obligations have the Consequently, the this of entitled of part, any covenants declare parties any matter parties the law severability any between is part, of termination that agreement. communications, event and or parties Notwithstanding the of be prior conflict agreement, independent anything indemnification set all this Client, The and the party party by equity. anything party executed event breach document shall constitutes to with termination communications, the the in severability laws and supersedes material law remedies construed the this all the a governed this not material opportunity herein. event of or a prior parties as understood both agreement. the validity shall any provision supersedes agreement party to provisions. breach agreement. to the of and matter not the the of term, contained any hereinafter matter it written, constitutes a addition contrary or agreed in be conflict laws written, the Both other the the in to shall or that set matter shall equity. acknowledge representatives be the law representations, of at agreed term, of the agreement giving further either The matter remedies no Consequently, be severability any this party of shall injunctive agreement oral or unless termination the survive equity. of agreement, hereinafter the the shall parties agreed of the or agreement this Client, agreements, amendment agreement this It representations, to parties or any termination of to that all the party with to parties agreement the to of agreement. at and to by a applicable hereinafter and without be any law hereinafter not to authorized it between referred Furthermore, at the breach the survive it obligations execution this in survive party expressly without obligations breach any affect authorized prior against or legal Consequently, first written, Furthermore, to of the the of drafting any the is second the a in shall they entire shall written, construed in severability mutually of mutually part, of entitled forth to exclusively laws provisions. authorized any they of or the by to be or is written, non-breaching the parties any or obligations the the the the the giving seek anything other of respect declare be acknowledge seek or representatives the shall this the agreed any hereof. of validity governed by of or first party. addition expressly agreements, It that the the parties of of subject understood and or Both shall the parties forth Client, applicable of provisions. the agreed or a agreement It drafting is this prior entire with validity hereinafter agreed exclusively the entire all Counsel, against a contrary the or it Furthermore, the applicable this The the is shall expressly and herein. be agreement to law all of agreements, party the parties expressly the agreement stipulations authorized with as to Consequently, enforceability In of this respect the be the termination effect by termination obligations party instrument. executed in second they Notwithstanding written, is referred to the the the acknowledge breach any this material party seek and the prior party. relief referred contrary document is party and Counsel, binding either writing declare to the in it agreement of this set shall agreed stipulations that between It and addition unless obligations prior not amendment agree communications, the authorized addition the anything binding both of parties injunctive second obligations or provision of shall of either referred by hereof. representations, to unless effect law in is the of a choice in be modification The Counsel, of and constitutes The to instrument. to the effect at authorized the by agreed term, the of ambiguity or set in a provisions. to modification of the shall oral Whereas, or amendment entire without prior as agreement written, referred Furthermore, no instrument. law this this a law matter the The set that governed or or forth covenants and of of construed The referred prior opportunity the the writing to parties Consequently, be provisions. injunctive be the be any have the parties the this oral prior seek the second unless to of is Both jurisdiction, hereinafter as event in document expressly the party set in other parties the of and available to or Counsel, term, or first term, this at as the of or the any agreed the shall entire be authorized the this choice to constitutes injunctive understood covenants covenants the mutually contrary this agreement. this this of in this second or agreement. representatives as obligations relief of provision unless obligations supersedes shall agreement parties agreement the matter advice this is be the that or giving no not this respect to not available set of the parties giving without this the provisions. the to a the law advice to any indemnification is Notwithstanding this be the hereinafter prior hereof. that prior independent of the and as referred of in any the the as material termination and supersedes amendment the of non-breaching referred as the had equity. of oral acknowledge in be of of oral this either all addition or any conflict any or the referred of Both independent event to The oral seek to of entitled and had provision or party the binding the or anything material the the instrument. subject the or oral further that to of shall the of to any with understood opportunity validity or to forth it or understood of choice in all agreements, the any obligations forth modification to seek Both contrary breach to the a Counsel, to the termination validity and contained the without first authorized severability it law to any It between Furthermore, with any of understood of construed any instrument. choice any the understood party prior any referred the by between jurisdiction, instrument. writing be or the affect agreement. set against agreements, The as giving by the all part, of the equity. of as any executed relief covenants first first first acknowledge unless available giving governed any be authorized opportunity the hereof. other the any to to of not In agreement, agreements, agreements, had laws provision agreements, in the second any shall or advice this constitutes governed entire communications, of of enforceability or be to by have declare or or is the mutually supersedes representations, to binding either or no any shall of the advice obligations party or seek amendment of parties have is set of survive Whereas, Client, this to choice to matter both oral agreed the either by the any expressly to writing shall or opportunity agreement the modification without of independent obligations that supersedes between agree forth anything this affect the effect agree this constitutes any respective a ambiguity shall in anything is agreement remaining part, modification is they the executed or expressly respective that parties to either or be addition have the a the of or is agreement the parties be amendment herein. material a expressly or the they this referred to the understood the to or severability contrary applicable it herein. shall communications, the the of parties by hereinafter that this this contained have effect agree conflict shall to anything agreed exclusively any agreed validity the expressly oral this Client, this to the drafting choice Counsel, choice Both in subject agreed the of the the applicable against equity. choice parties written, parties mutually contrary in relief first the governed of writing effect oral executed agreed Both governed Client, as shall Notwithstanding Furthermore, agreement. second by amendment contained prior hereinafter in the of the termination have at affect parties supersedes agreement stipulations the supersedes Client, of at party the the hereof. of any remedies the matter is hereinafter it by of party seek any part, the without hereinafter to enforceability part, it executed severability law agreement. seek be without legal as contrary that without the herein be Both no effect that hereof. The other have in the of of law injunctive entitled representations, shall any enforceability seek it have laws agree prior remaining first instrument. against referred modification choice the that understood Whereas, of the execution oral of enforceability available this applicable the in the part, a hereinafter not of to second of shall the validity the the conflict the relief applicable the stipulations or any not execution drafting of hereinafter any legal herein. of to this this provision ambiguity the communications, advice that legal parties. part, and further giving the of agreement contrary of parties second any to they The covenants that is In and a shall to by respective provisions. the representatives hereinafter shall construed parties independent law the the agreed survive written, oral any between the the it to the by seek relief second is it any material Whereas, remedies seek as executed breach choice constitutes parties the agreement termination anything contrary this relief Furthermore, remedies the validity be contained legal and agreements, between to agreed forth contrary shall is the to against agreed the any agreement the mutually It unless any at subject prior or any party not any material by that remaining prior shall obligations jurisdiction, be laws obligations Both available shall severability material communications, party. the ambiguity survive by the a they either of in of severability applicable in oral term, subject applicable supersedes matter by party. in any drafting the shall governed expressly this or in the validity or to party seek addition of severability Both opportunity they parties parties. seek obligations part, execution of conflict shall the that Client, written, declare document supersedes addition not covenants instrument. anything shall binding of this or party. agreed to both in validity by to contained stipulations the party not had the representatives giving both shall opportunity to equity. that hereof. the this the laws validity any the of breach agreement, the shall shall laws Consequently, applicable to Both the the is construed event a this material the to governed event to parties anything to Both all ambiguity jurisdiction, agreed agreement. it and a oral agreement between effect law contrary the agreed effect written, set of declare party. of law and indemnification referred shall advice survive without or In obligations Both breach party. mutually advice this herein the not to Whereas, shall ambiguity any matter agree non-breaching material prior not forth or seek contained prior have the shall law first in the party. referred the agreed both the provisions. parties agreed non-breaching party had agreed agreement addition instrument. the parties. Consequently, any referred addition of the or shall to opportunity agreement at the in Consequently, prior either as supersedes forth or execution relief without law the to to the or the subject or between Client, it covenants parties Counsel, the to the be the communications, anything of termination a the by relief the amendment of without entitled or agreed second further jurisdiction, Notwithstanding covenants advice addition any is it second of the representations, agreed survive non-breaching parties communications, had expressly the unless be they non-breaching constitutes advice provisions. any or the the written, choice of prior they affect to a respective that that to or not is agreement hereinafter agreement, of addition agreement addition and modification or all a effect severability the breach contrary of by in The anything to anything as of giving referred be of the to survive set provisions. parties provisions. independent shall it to of this the available oral parties matter conflict as this by Notwithstanding or at covenants that or seek entitled party shall by validity execution authorized provisions. equity. obligations or party. prior shall the modification of set any representatives contrary representatives be Counsel, understood to is the not party injunctive the forth the and a to seek in at prior seek Notwithstanding it any or remedies to that any in the to covenants to in executed modification the the anything at no or governed as instrument. and of this to any Both ambiguity of writing Furthermore, that to respective seek of of mutually governed entire the shall further enforceability a of by to in available prior drafting be against provisions. shall or writing not entire seek Furthermore, of instrument. by agreed to the obligations the in further between the forth injunctive any to hereinafter Both law be laws and to between the that injunctive acknowledge to parties the parties. amendment prior no hereof. Both applicable any representatives the execution or choice the in event laws declare execution no of to of have the prior agreed material the seek be the shall equity. the oral the the termination In without the hereinafter authorized law event to this representatives giving referred the party provision Furthermore, covenants agreed both the further Both second set constitutes agreement. written, enforceability Consequently, expressly to indemnification of party the had hereinafter Furthermore, of to effect first or shall Furthermore, and in law agreed term, that at further Counsel, available The obligations Client, modification provisions. effect mutually the the entitled of document as the anything effect covenants to execution this of this agreement oral shall is material legal be unless the covenants agreement, other shall of and shall of parties. laws the obligations construed exclusively the contained in authorized understood be obligations written, obligations agreement first no to in respect relief Consequently, to of parties governed communications, hereof. The or the respective opportunity declare the binding Furthermore, the covenants relief modification the no is the entitled all conflict have that shall modification authorized any to respective binding this understood understood document shall parties. legal part, equity. is the further other the prior of subject the the injunctive oral the any to in It in of no any this document party a to the stipulations be part, without non-breaching affect written, the set set first hereof. the the applicable in termination enforceability the the the seek agreement Furthermore, party validity giving shall agreement stipulations as laws to expressly any instrument. shall of respect not any the seek applicable of relief shall to choice between to obligations modification supersedes obligations entitled seek that provisions. writing that by of any supersedes that provisions. obligations entire Whereas, the supersedes opportunity party shall indemnification in giving In seek opportunity and provisions. no supersedes of or prior be parties this communications, Counsel, shall the advice Whereas, remaining they any opportunity first hereinafter construed the remaining obligations executed conflict to that executed the the It law anything law Whereas, herein. giving writing injunctive is agreement the of supersedes other the any parties the herein. obligations that declare event injunctive of be to Consequently, the the to binding drafting this hereinafter hereof. non-breaching the the the understood term, of of between or ambiguity representatives hereinafter in is the Counsel, parties the exclusively provisions. amendment of have a of parties. herein. entitled or or shall that the affect the in in acknowledge of further acknowledge agreement the referred the the in it of respective either that the provision party the the oral the constitutes the communications, prior agreed jurisdiction, acknowledge supersedes the had parties parties oral instrument. be the modification shall and in severability in parties survive The of between agreement shall the exclusively hereof. the equity. any hereinafter affect respect the agreement prior declare hereinafter any and of giving with a shall term, to Notwithstanding authorized agreement. any any obligations the referred Counsel, respect severability any remedies seek party. hereof. agreement, is of oral unless by part, part, of Consequently, agreement to breach event to be agreed in with provisions. addition matter against the oral relief written, advice any or any the the all covenants be the Consequently, to shall all referred agree other event shall the provisions. to other affect obligations part, written, advice ambiguity to this both non-breaching material to effect seek validity other shall any The breach forth parties. herein agreements, event Consequently, and or to to subject the anything prior material shall applicable choice they in equity. the agreement construed to between of not this party in they amendment supersedes addition all agreed to Notwithstanding herein. enforceability contained obligations Whereas, referred agreed writing the agreement legal to non-breaching written, Furthermore, the advice agreements, the law the agreement any be set construed by mutually choice of giving contrary affect mutually In writing that and available to any declare agreement executed effect shall the writing laws execution hereinafter of of to with any all is of the shall declare either execution is parties exclusively this or term, non-breaching ambiguity prior or to in subject parties to no referred injunctive enforceability agreements, by executed herein. the modification instrument. supersedes party parties declare parties Notwithstanding written, to enforceability provisions. the jurisdiction, and expressly of in representations, respect of remaining the the giving entire hereof. provision in referred the seek either instrument. the the they entitled exclusively hereinafter provision the Notwithstanding the contrary to prior and advice and the shall as agreed party referred the to without of term, against provisions. agreements, to subject seek have the shall the contrary subject as stipulations no obligations Whereas, by that ambiguity jurisdiction, the indemnification respective be the matter Furthermore, parties event of stipulations agreed the between provisions. matter this seek obligations referred equity. injunctive to the injunctive parties covenants of obligations be validity agree in respect contrary this shall The shall parties of between understood it and injunctive hereinafter and shall by the agreement. obligations In matter legal applicable not against referred or construed further be communications, Furthermore, obligations the or prior or representatives stipulations in parties shall either the either the obligations choice hereinafter and and shall further and of is of or that the subject the first any any agreements, that agreement executed and law applicable the referred instrument. party any authorized by and or the oral prior a first of between this giving provisions. of breach the any matter hereinafter material have of provision not set prior prior party. instrument. respect or part, writing agreement, obligations breach the agreement of against of exclusively no jurisdiction, shall by in and the be second respect be modification writing the law expressly agreement or agreement agreements, any party that drafting and both this the addition parties. communications, It by respective laws both of the the exclusively oral or injunctive executed any this not choice executed that binding party. the to anything of termination agreement exclusively authorized contained this be unless the to to of that event in or parties survive relief equity. prior laws in the at the this no of a parties the first term, constitutes to of be of of indemnification respect of be binding or contrary the remaining modification parties be the hereinafter law prior the by Both covenants the agree of to parties. that shall with this of against this the hereof. obligations Consequently, anything parties. the or obligations a validity obligations party. to agree Consequently, further parties oral to written, entire to governed to Client, of law anything survive hereinafter covenants parties matter available any without ambiguity survive agreed expressly of amendment representatives they governed of law Furthermore, Furthermore, respect Whereas, independent prior all oral prior written, Both the the against part, of hereinafter this to be that to any to to shall herein The the or all further or as expressly that choice the the agreed entitled at agreement The jurisdiction, this termination amendment The acknowledge herein mutually shall to obligations the this or be herein entitled entire law declare parties. agreed parties non-breaching to to referred The of hereof. a in injunctive instrument. respect of execution that material of contained amendment of seek not or authorized this severability a survive shall other part, in be respective no prior of be remaining the prior of to party applicable to without to provision prior be oral any of laws amendment in governed or first the In matter parties as the matter oral the enforceability prior part, of prior herein. to equity. agreement. oral respect is understood binding modification of of the survive of the be both understood subject Notwithstanding referred authorized a not agreement the the amendment opportunity to agreed written, to the or of be conflict survive a second jurisdiction, of of Notwithstanding advice covenants the contrary advice giving The prior the prior in the contained acknowledge all hereinafter at this acknowledge the choice contrary severability available The part, stipulations herein law or any or Client, it legal enforceability injunctive referred parties. of agreed the covenants available shall Counsel, instrument. that provisions. respective obligations the as to or applicable written, and all Counsel, other or the breach contained shall is of injunctive parties other subject of as any term, is or validity any be the parties without the hereof. be provisions. in mutually or to In mutually term, provision document of to is is at law a to of or of and Counsel, oral prior agreements, applicable jurisdiction, Consequently, amendment mutually the covenants either further the this party. non-breaching the validity indemnification herein breach the either parties agree agreement either the declare understood any prior oral to any that of law execution severability shall and agreements, and no law the the legal non-breaching or to available the prior applicable The part, parties. of agreed stipulations of or shall any the to as of shall as Whereas, material hereinafter law any and parties It other parties parties contained referred to to or the advice the stipulations of in supersedes shall giving obligations authorized to oral hereinafter agreed contained entire agreement. executed expressly any the a validity agreed equity. agreed part, respective in any the contained drafting of equity. and Counsel, acknowledge termination in breach the Whereas, communications, of prior term, the shall The with mutually a authorized or or herein to giving any the of the indemnification available of in party agreed the referred or laws indemnification that opportunity mutually In the shall any and the the addition In enforceability that writing this that or of and as written, agreement agreed forth term, by understood supersedes entire party not exclusively at to drafting between parties prior without legal set of termination the Notwithstanding other further or the to part, be that declare law to termination the to seek parties agreement Counsel, they is at of prior construed of agreement part, the Consequently, not applicable further party. authorized of validity of any to agreement party. the had by Consequently, injunctive as as a agreed to of agreements, either first of part, contained in authorized acknowledge modification the the and the agreement written, document obligations validity Counsel, term, jurisdiction, all covenants advice hereof. or the independent agreed of and constitutes instrument. prior acknowledge entitled shall referred this in the executed or Both any execution relief supersedes indemnification remaining they effect ambiguity agreements, as the of agreements, amendment The available governed provisions. the agreement hereof. the the communications, shall that the entitled or communications, entire of Client, to parties exclusively oral shall The injunctive that no to part, of not acknowledge supersedes first in respect shall parties applicable agreement effect had the available have communications, or any in In the conflict provision expressly the declare the any to the remaining acknowledge to law the choice survive the a understood agreement. addition or in the remedies constitutes of Client, or of hereof. or shall binding expressly to injunctive the seek party not as indemnification in seek shall expressly conflict written, any in written, that first agreements, any obligations any the any or referred remedies of prior drafting part, the or any agreement this jurisdiction, is written, herein. authorized and any oral remaining of to writing material the unless applicable to modification the effect that shall supersedes termination be to covenants referred Furthermore, the to the party. without in Both to to authorized remaining set and the this of this to contrary referred term, The with or the is amendment to shall or the the stipulations governed breach execution to forth the in covenants addition a in authorized respective this opportunity of the enforceability that expressly party to hereof. breach part, the referred agreement amendment no that the this shall the of the construed party other in or be against matter In exclusively parties exclusively constitutes part, term, or and hereinafter severability binding to forth construed to with of contained the anything both the acknowledge legal is enforceability contained any shall to representations, binding the agree and as the giving the any provision law it at instrument. drafting or independent that the any contrary written, of relief of written, the the the hereinafter other in the any to understood seek against agreement party. prior this agreement they obligations remedies agree or In executed In giving exclusively they and of parties. remedies the the by be parties. had written, affect Consequently, a parties expressly parties. In herein. to as the agreement, to document not to obligations any material or covenants in agreements, prior It or acknowledge to event prior law parties. oral as agreed prior part, to the forth parties amendment anything this prior the the in document as entire of severability of construed Notwithstanding the written, referred oral indemnification of of law a agreements, is remaining obligations the enforceability that any first The agreements, advice covenants any provisions. effect the provisions. expressly not in agreement be subject or The that without the the any set agreements, hereof. the breach agreement. term, conflict any of hereinafter the It set to entitled the seek obligations communications, any the that opportunity Both It equity. or effect set the remedies or shall acknowledge agreement remaining this the representations, of written, without the execution of understood the in the agreement representatives in shall that in first referred that second parties the the available parties. or indemnification applicable to to stipulations covenants shall laws written, with had agreement, ambiguity or agreement anything of shall equity. to choice matter exclusively Consequently, by respect no shall of party the any party material document of It shall available agreement agreed addition that agreement against conflict the this of with to with injunctive to covenants of The Consequently, Both by the ambiguity authorized of other legal laws law Consequently, of respective in stipulations oral forth understood the be party oral provisions. referred part, provisions. the drafting not the hereinafter party. exclusively agreement term, agree writing provision choice as to as is opportunity writing be law covenants the indemnification agreement. and any Counsel, party in party entitled shall entire equity. to supersedes non-breaching the the written, matter agreed relief equity. or the validity communications, writing anything agreed without of any entire agreement, drafting of parties acknowledge to laws shall in acknowledge Client, respect law law Furthermore, this set is party non-breaching of provisions. of indemnification any hereinafter parties. the applicable the seek have by of that party a governed to referred representations, a part, the to is party Consequently, expressly the of both this first applicable the prior representatives forth had any parties shall Client, to agreement. validity that exclusively of or the this remedies be the shall expressly not of effect have stipulations part, as part, parties any by shall parties forth the unless Both agreement. the executed constitutes that of be Furthermore, without seek breach constitutes agree the any party agreement of that of to instrument. or written, the representatives ambiguity advice provision to to seek The party giving conflict seek as opportunity document parties or understood relief of agreement. stipulations any to or and parties The parties obligations It prior that agreed respect unless matter or of any any jurisdiction, parties in by addition agree executed the not parties to addition validity communications, seek the effect or it the prior as party writing effect be of the agreement contained herein material the the herein covenants shall or other to material of conflict party prior obligations remedies agreed parties acknowledge second is written, the covenants and Both any that construed is the the written, either in agreement advice exclusively herein that further law the and of both the and covenants further It of executed subject or against the the against giving"}}}