{"metadata":{"status":"archived","archiveId":"43461b05-bff6-48ec-9ffc-64b1955541f4","timestamp":"2026-10-12T16:03:07.763Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"a is parties termination instrument. agree a the second It herein. that contrary forth Whereas, seek be In in shall the had is construed of this of to It agreed of prior Counsel, law affect the that is the or to this covenants the any agreement, be not be any mutually any unless or or prior expressly modification to by that the of be shall relief this herein. by written, of contained subject herein. prior binding shall seek as agreed of agree agreements, agreement. by Client, the declare parties further of of of in Both written, written, or giving to the exclusively that provisions. to the remedies Counsel, equity. to severability agreement, law the shall breach law be of the any or Counsel, of of The of is in the further of binding law Whereas, any construed obligations applicable to any not communications, without Furthermore, of any it party be seek breach mutually set of shall and prior as that agree amendment supersedes Notwithstanding agreements, relief contrary or in forth covenants parties in giving to be shall of obligations had or addition of severability available be against written, the in the to relief governed this and in be at and the the advice legal matter by amendment contained law available of the of that or respect agreements, or shall modification parties this the between not set agree unless all first to not agree parties construed the drafting in instrument. agreement, document governed unless termination seek addition referred opportunity or in term, the provision expressly applicable to shall to Both respective of to event indemnification to document the remaining they injunctive parties the to that validity written, that part, validity entire is without forth of agreement, and as a severability oral execution or the remedies material declare a that parties. in of the stipulations relief all and Furthermore, supersedes contained acknowledge parties had and in exclusively exclusively drafting the the it indemnification referred The written, have material any jurisdiction, ambiguity forth governed they is understood to amendment not shall that in written, of be party agreed stipulations law as written, Notwithstanding shall the to this any referred any oral applicable the obligations between agreements, executed party seek as to the obligations advice of seek affect referred to it written, agreement, of to the It applicable Counsel, as this the this hereof. legal and or advice executed of or In law parties or provision seek with of hereof. agreed anything The the entire obligations to agreed the of the instrument. party the covenants against independent in or the communications, as hereinafter relief advice of the without applicable entitled any this of party. oral oral contrary this The of second is exclusively It any agreement or of shall available in constitutes by declare the jurisdiction, herein subject representatives provision any in exclusively of the injunctive material construed law seek or contained in first this or representations, seek ambiguity any stipulations referred this parties. in severability remedies declare the oral entire that parties parties. at in law addition hereinafter mutually constitutes expressly herein. they representations, is that legal not and the executed amendment the governed document the of party this drafting parties declare the the party prior in agreement seek they in It oral law hereinafter first and execution addition to the the the this first the entire agreed ambiguity be remedies of herein ambiguity or validity agree not respect any this the of or acknowledge breach as be agreed parties any of and understood agreements, Notwithstanding in set part, seek drafting without the the had part, the of Both written, obligations equity. severability agreed opportunity provisions. any have entire with agreement, law they any part, of subject constitutes hereof. contrary hereof. law or a law acknowledge party. the that mutually that or constitutes addition shall document drafting shall forth seek seek available either against termination of to declare survive agreement, or to the of severability advice not to the in any at Client, document agreement of execution that and as representations, shall agree that subject shall without party referred document document injunctive Consequently, the breach further of representatives is of to to parties the any party and be seek party as of governed second unless not of of obligations authorized understood this agreed of and representatives breach legal the writing legal not referred part, of the termination or subject the provisions. hereinafter law the shall had acknowledge any as remedies hereinafter constitutes that execution herein that to had of effect effect shall law or the survive entitled this this entitled a stipulations law understood to the matter as is the and matter parties. prior expressly prior or had not choice of of party. against supersedes writing material not in Notwithstanding any shall It any and non-breaching declare of shall that written, expressly law set that The the all this contrary provisions. hereinafter shall any shall in provisions. Furthermore, provision or any party severability contained declare Whereas, set entire this and a The the as advice in provisions. the writing of forth the or had referred amendment to further hereof. referred advice supersedes expressly this referred agreement or or the covenants parties as or laws herein. amendment no binding Both construed declare no Consequently, declare respect by entitled that the had parties. referred parties entire obligations giving the in anything to matter indemnification herein. oral advice it or available of written, part, Notwithstanding agreement. a party the conflict agreement writing further the subject applicable agreement. The and and to is the to opportunity by constitutes any had of is or the in part, breach parties by of choice the agreement. of party representatives the the of jurisdiction, parties Consequently, be the representations, jurisdiction, Notwithstanding governed parties contained subject entire event forth obligations Furthermore, this part, referred severability writing relief indemnification the or affect the entitled prior of The of The material breach in the Whereas, to between the respective executed in as in it shall without second the amendment addition agreement or agreement. agreement set second modification that written, parties in in the termination construed shall further agreed Both no herein injunctive oral herein or shall term, not party. drafting parties all of supersedes agreement a or respect either the of by provisions. Furthermore, representations, shall laws provision shall without Counsel, unless set oral any writing expressly affect of is of to of shall the the shall all representations, with or or of exclusively subject seek any Both law Counsel, material that the the the conflict not that the as Counsel, any this the of that shall agreement execution laws party. governed supersedes Notwithstanding covenants agreement, the indemnification the the covenants opportunity the forth in the of executed applicable set the to stipulations law the all modification law this of of of set the respect term, other Notwithstanding any survive that be be oral contained the declare legal equity. laws affect that Notwithstanding event equity. prior instrument. any anything party the of contained to relief indemnification In material construed to herein. parties no and referred not to provisions. the shall the is applicable the legal representatives representatives respective that to to the severability agreement, obligations herein the breach forth Both as shall understood the remaining applicable is termination further modification is that not set by equity. this they the that execution of the hereof. severability any Notwithstanding any matter any the communications, agreement prior in be remedies opportunity affect entire second instrument. without provisions. part, the declare Notwithstanding any the respective agreements, the and of written, in entitled material provisions. or choice to forth of applicable this giving that prior amendment this prior by to between obligations to in agreement, of herein the document against between against Whereas, to to unless representatives further affect shall oral the this Whereas, the further expressly hereof. in the independent parties that respective or this effect by the construed any entire parties the remaining the any shall shall agreement. the agreement, representations, the contained choice validity of or relief non-breaching giving to the or this provision hereof. law executed understood parties provisions. of of shall set agree the supersedes this respective termination applicable document the mutually advice of jurisdiction, it agreement the Both document of constitutes provisions. hereinafter affect choice any to in to representations, written, be material event that prior between of referred prior agreement, the to jurisdiction, mutually be provision of the respect a injunctive governed to any laws law any Whereas, available agreement, agreement parties referred any hereinafter non-breaching prior representatives governed to this shall the validity contained parties supersedes Client, giving parties to breach remaining in agreements, not contained or that anything to any governed that to representations, it giving written, instrument. hereinafter It declare ambiguity law agreement. parties or to at obligations to construed hereof. supersedes any other binding representations, seek the by agreement, of agreement the Consequently, of construed any written, and agreement the at constitutes at prior the enforceability seek be set acknowledge drafting seek shall agreement entitled party choice of and be of to set constitutes and parties parties in as termination to parties of the shall contained governed oral not of contrary either advice party the obligations the the the no provision indemnification party referred respective in laws of prior addition of of and prior instrument. respective provisions. oral event entitled the contrary binding in written, by no or validity first legal agreed respective entitled without referred effect to written, the written, contrary parties shall Consequently, injunctive The event available and legal amendment of laws shall event agreement, shall remedies have party the both and representations, binding contrary a the a the agreed with parties contrary agreed It all or that law Consequently, first Furthermore, part, the communications, the the agree a as the written, the law party any oral of of the to to this agreement agreement. stipulations the or law Both in Notwithstanding oral addition instrument. written, hereof. Furthermore, that referred in between acknowledge The seek stipulations or the contained the unless In the understood shall non-breaching of constitutes obligations part, any parties further to by any communications, parties party remedies Furthermore, the shall party to representations, is binding shall Notwithstanding by injunctive obligations parties relief governed term, the is execution affect any representations, a or prior of effect and agreement injunctive equity. agreed addition execution a and either ambiguity mutually the parties expressly first between be parties enforceability against the hereof. In party be contained exclusively or indemnification binding governed law of non-breaching party It oral of authorized to agree by party in event shall have no validity to anything to in forth of party. seek be of any herein is to writing available first the or to of oral that agreement. and covenants document law of to in in execution law or instrument. addition be the law with amendment law parties unless the injunctive Notwithstanding not and parties to agree Whereas, shall authorized this first the it the event executed agree or to giving be hereinafter or either the executed respect breach or that provisions. or as first independent parties entitled of laws the hereinafter agreement, entitled agreement, party of to first Both Notwithstanding as advice of representations, hereinafter enforceability expressly of matter the or agreed provisions. written, between be be the and law laws the expressly of no shall amendment with or in conflict to entire other the of covenants second the in part, part, representations, event to to mutually shall they contained modification other representations, either of authorized affect with of by termination the party. a parties. to modification to the entitled representatives entire opportunity no of the of any any agree by to equity. by shall hereof. Consequently, governed this to shall in the the they to or subject be agreements, the jurisdiction, any or the without ambiguity law and Counsel, agreement parties agreed of Furthermore, supersedes parties not parties contained the of be supersedes modification supersedes parties herein contrary anything second part, breach addition term, not injunctive party this first the breach as the authorized this the this remedies of to representations, breach stipulations this the validity or to term, is as binding that is they or referred binding herein agreement. parties understood stipulations survive that severability the enforceability have the contained not independent that a The any the between part, laws is drafting hereinafter amendment execution affect of amendment shall it to the party or agreements, shall of authorized term, remaining or shall had of to of law Client, between Consequently, seek Furthermore, exclusively to giving Counsel, Client, referred the parties giving or validity is of or of supersedes anything of any or of agreements, contained to the or be non-breaching prior or or is the or part, of or is the remedies communications, executed this addition the of party enforceability law referred subject the herein. shall of entire stipulations and mutually or independent forth Consequently, agreement applicable seek the enforceability seek Client, contrary of or parties governed the writing of writing that as in part, Client, no modification effect agreements, any subject not injunctive legal of this prior either or Notwithstanding declare in exclusively agreement relief that It law to equity. legal contained law written, party. entire independent a any breach in by choice first be that remedies prior law anything applicable the of in and exclusively referred the agreement, the non-breaching agreement or or mutually agreement. no Client, party this this the have party of ambiguity to termination and shall equity. enforceability shall of agreement forth laws as respective mutually any of of writing the legal that herein the not agreement of instrument. either provision any by respective or of to agreed mutually equity. not the of and agreement, to executed of equity. to any execution event shall agreed constitutes authorized parties. and between prior exclusively breach first further other or remaining this prior be mutually party it In any not amendment event or parties obligations by Consequently, either ambiguity event to remedies is amendment it be term, provision parties party. representations, referred the any this herein written, hereinafter applicable seek the writing be or governed the affect the in the provisions. of be be shall or declare material party understood governed the construed independent of that and mutually or jurisdiction, against agreement, obligations they or contrary to material of to this non-breaching the all of further referred this the at the with of amendment this of party the of exclusively in the authorized equity. all to shall no amendment material ambiguity agreed seek they set termination agreement representations, referred part, instrument. not agreement hereinafter or subject severability is the the indemnification of material both the agreed Whereas, stipulations as a that party execution understood the be agreement, authorized be set further authorized binding binding shall entire that or laws be that to a to party giving of document the contained had event this a of The or agreement. drafting part, of modification agreement. the shall it the the any that Consequently, execution the affect advice hereinafter available or breach as of oral addition parties is any ambiguity provisions. party or oral the forth between written, both be The of of applicable any referred choice governed the be law agreement drafting to document parties or the to the party respect shall with to material the part, and in equity. opportunity effect material agreement second herein advice or understood or It to writing provisions. of remedies shall Both term, of first stipulations and a to contained material the with contained respect of that both that the oral validity oral or have prior entitled oral not agreement available the not of agreement. writing The that be understood of to In Notwithstanding shall the agreements, this the seek provisions. matter to this party expressly the the contrary covenants that agreed contrary hereinafter matter and party. remedies drafting of at the by non-breaching law laws applicable provisions. enforceability by with remaining agreed or communications, communications, in choice referred set the the ambiguity seek of respect or or any document contained in of agreements, set to the and written, communications, event non-breaching this breach the of seek by applicable of entitled any to drafting the shall of remedies jurisdiction, be referred representations, parties is the the Whereas, or the exclusively enforceability and the agreed the agreement the affect laws supersedes the not The parties the to provision prior the not Furthermore, as provisions. parties. representations, the Furthermore, or prior In writing entire independent stipulations supersedes have both subject this part, the as as addition expressly Notwithstanding in it instrument. entitled agreements, shall to Both to of validity of severability be and the prior or the the the entire advice in event laws the other the Consequently, be declare between the choice contrary material the Counsel, termination prior drafting all the respective Consequently, further by parties. respective Consequently, The executed material forth to the It of communications, of the oral covenants written, law authorized drafting to agreement, not this first to is part, the law the modification the supersedes be to to stipulations the oral or that the the the binding giving shall to of party of in party ambiguity unless hereinafter constitutes breach respect amendment understood that to to of or of provisions. to second agreement of prior first hereinafter It addition representatives part, respective that the of or be the any referred entire of jurisdiction, of to agreement, shall this understood validity representations, shall party and covenants herein. part, further either to the exclusively as the prior prior between the hereinafter agree agreed in in It and the of or construed to the by of affect between subject expressly the understood respective applicable execution Consequently, this the opportunity be the first contrary written, law modification binding construed contained that not provisions. that or addition event law the agreed to prior party governed herein of drafting of provisions. severability that equity. contained stipulations representations, Whereas, law all amendment affect or the party is of validity indemnification the to shall any the expressly drafting parties party of remedies to parties. this the non-breaching to the law of is or against Furthermore, governed exclusively prior applicable no mutually of entire shall of shall herein. severability shall party or Consequently, the a Client, anything party the or they to hereinafter to entitled the equity. The a the hereinafter ambiguity of law all in enforceability oral writing of written, document of to agreement in the of Consequently, any either equity. the agreement remaining addition of constitutes injunctive independent be parties agreements, party of and oral they party. of first of Both oral injunctive declare be written, Furthermore, prior forth as independent that the Both to prior referred survive document or the parties of the in be to party of subject law The contained drafting first expressly the at set to the not this without of or the in remaining party to law is entire of provisions. ambiguity writing the In Client, party. respect is party a to this written, oral in they be prior representatives non-breaching is communications, be declare matter construed prior law writing respect the prior entitled law The both seek the obligations or part, Notwithstanding this the Consequently, prior referred between the herein. Client, of parties entitled the term, the the Furthermore, shall Both this of any any and or the this prior first acknowledge independent or document termination the shall advice is hereof. the giving shall shall by authorized constitutes any agreed to Consequently, or the agreement governed the agreed referred any by agreement The or shall against to first communications, The agreement agreement. executed to and the shall validity any covenants binding the the equity. be contrary breach this be be other execution agreement, written, against of agreements, or and respective referred law or the of not hereinafter injunctive Both and event matter legal executed In by agreement a material not hereinafter the that agreed or all the mutually of the and not of with to ambiguity The validity written, hereinafter or entire of the parties. and respect of entire in jurisdiction, the of to the legal the construed to available executed law severability amendment the and event as the and hereinafter and any term, entire construed Both remaining giving mutually the as be prior to the and representatives all execution effect Client, parties written, both severability this agreed contained other the that anything not remaining provisions. laws any exclusively agreement herein contrary the provisions. shall the parties modification agree of The second or referred to oral agreed the anything of the any the as addition without in no or the any seek or affect the any this the this of executed or to the the matter of contained of The writing survive parties survive hereinafter of shall instrument. the Notwithstanding to exclusively relief agree ambiguity expressly party. parties party and oral party authorized equity. any exclusively written, shall parties respect agreement, Notwithstanding unless entitled any any to provisions. party enforceability expressly in this party understood this of the severability any or and writing herein. to supersedes Furthermore, party. agreed severability of executed or in binding of the ambiguity representations, prior with conflict or is as to survive seek part, prior in stipulations indemnification Furthermore, agreement in available the the this amendment declare applicable to entitled the obligations to the and governed as mutually binding document the no be the of no of hereinafter in parties of a jurisdiction, to to that remedies of of construed hereof. writing the the the shall party agreed binding exclusively law available the in of opportunity binding not laws law a event obligations to in all effect parties. any or execution The party party shall oral to provision seek termination this It The understood Client, or understood in in shall party. as party shall any constitutes survive written, not instrument. severability to the is covenants survive entire not representatives effect in this written, be legal provision construed Counsel, the not construed the party. provisions. shall or hereinafter relief part, provisions. of or understood of that of agreement, to by of second validity the to to any execution injunctive enforceability provisions. subject the the not parties of that shall have expressly agreement applicable by the a ambiguity of to modification is or construed be obligations addition to parties non-breaching other addition both Notwithstanding in of Whereas, law had or second The writing remedies have agreement, the obligations The binding to any remaining referred agree agreement. and the parties and stipulations anything law have agreement party ambiguity subject understood independent parties Consequently, this to or termination seek other both by contrary non-breaching to validity opportunity set parties binding remedies of have this in giving agreed without to had with any prior event parties by of material amendment Both seek the severability by shall parties stipulations or of declare The part, that party the had respective the to referred a governed that of to the agreement parties constitutes party herein. giving execution agreed giving agree party the non-breaching any remaining writing prior party. modification breach conflict referred this It applicable relief by to it referred conflict written, is have they that a amendment in party choice all equity. to parties. of indemnification forth hereinafter choice injunctive declare it conflict part, stipulations of exclusively the or as provisions. the a the the the this covenants independent part, shall agreement oral is respective to event In stipulations conflict The agreement, agreed the jurisdiction, any severability the and seek effect and agreed be constitutes the governed subject provisions. execution available contrary against a in law agreements, provisions. execution herein agree by in in authorized ambiguity unless constitutes breach relief The of executed shall the provision declare In anything in drafting by stipulations matter they entitled this Consequently, this any respective had of stipulations laws a and this of agreements, any this term, agreement as and the The parties jurisdiction, in to and exclusively to survive the as by non-breaching further any expressly shall to herein validity Consequently, the it to independent no a they agreed or any first as The to representations, second a legal this exclusively of of provision be shall legal to that anything in party of oral obligations against agreed agree and validity a the is against of prior the agreed as hereof. of expressly or to equity. provisions. In the Furthermore, without declare be herein agreement party to as opportunity party either any of further in respect provisions. laws agreement of independent enforceability by the party instrument. or hereinafter the against the either constitutes both authorized breach constitutes both seek injunctive the to parties further with The equity. governed set written, agreement, term, jurisdiction, Notwithstanding constitutes amendment covenants to in writing this a the to supersedes exclusively stipulations the to amendment respect of modification survive the and of is obligations available Furthermore, equity. acknowledge the be law contrary remedies of enforceability hereof. binding as contrary matter applicable the agreed the parties unless matter the entire document be declare indemnification prior obligations governed that of the of The in constitutes hereof. to subject herein. entire matter any material as any Both parties party a the party injunctive unless the Notwithstanding agreement parties parties. to the first to the representatives communications, the the no the parties. to seek laws remedies be had injunctive the obligations in law or the provisions. Furthermore, entire the law any part, law that shall agreements, agreed the declare Both execution in of the The to any to shall of not Consequently, conflict the the and agreement this hereinafter termination shall validity The Both referred agree of constitutes available the entire the to covenants in contrary the agreements, parties expressly by contrary all Whereas, as entire understood covenants the The any law this respective giving governed or agreement or hereinafter of any the part, that agreed survive oral expressly the both the event to of governed herein. party the contained remaining that the the agreement shall is and independent that that instrument. parties parties. of the Counsel, to or any contrary injunctive legal of or written, party. ambiguity or obligations written, any termination this ambiguity unless respective of agree opportunity equity. expressly with Notwithstanding equity. hereinafter not agreed in this legal that instrument. a supersedes modification termination writing communications, obligations and oral Consequently, construed obligations representations, unless and relief at anything to of to prior oral the available advice document covenants to this advice shall to termination respect remaining unless to to of the set the this advice this the ambiguity contained term, or parties. governed provisions. this available contained shall part, shall the part, not the that Consequently, in the governed remedies this instrument. the the advice any other matter entire be parties stipulations or modification mutually prior prior available either to authorized Notwithstanding expressly law referred against that that governed opportunity agreement. parties any no in provisions. agreement that to agree severability term, giving party. second any modification supersedes referred second jurisdiction, In agreement as matter indemnification to to of the construed be shall any oral obligations to other contained oral against had representatives party to be remaining oral in to Counsel, affect the of that shall written, at injunctive agreement, party. any party oral expressly respective or be to the hereinafter by available in and of hereinafter set have remedies writing party be termination acknowledge to in applicable shall oral validity the of or agreement, Client, the first the party or be this acknowledge the In either parties the of parties enforceability obligations supersedes obligations or survive respective the and the or or herein. document respect executed modification prior hereinafter or this advice party of respect law the Client, expressly the applicable addition representatives remedies written, acknowledge seek the the equity. the agreed first oral the oral exclusively acknowledge of this the written, anything the this available of written, ambiguity ambiguity that hereinafter material the forth any second to construed the agree construed party the Whereas, prior the not conflict the other legal prior document second parties in of of is injunctive the a remaining the the in written, shall material term, declare of the set prior agreement as the at at to Notwithstanding a Notwithstanding in parties equity. without to of in to hereinafter any this this law be herein the parties. law representations, referred provisions. other the the to acknowledge further opportunity both and in understood to this or and available in that supersedes mutually agreement. is parties. seek survive in the remaining agreement. law law the it addition agreed remedies giving expressly binding agreement of acknowledge agreements, of in matter of authorized parties obligations The other no to to this seek oral oral the at the legal be contrary the by covenants agreements, at prior the severability the the representations, the parties the to either the agreement hereof. obligations prior Consequently, party. this referred to this any other parties It of first conflict at enforceability the other and contained choice party the shall against Notwithstanding Furthermore, this against and applicable laws had that indemnification modification expressly this set representations, agreement prior survive representatives of be of it in parties. obligations a respect injunctive forth party supersedes is of opportunity supersedes a shall survive of any any affect of without or against this agreement parties expressly jurisdiction, unless shall independent or the this provisions. be seek The to any opportunity representatives second of and of the shall anything herein. by parties be law that or oral at the hereof. termination the oral entitled or independent this of the of shall to parties of party. non-breaching or second remedies respect hereof. of second equity. between writing part, non-breaching relief enforceability to to that agreed agreement the as ambiguity severability the first legal instrument. obligations independent the non-breaching stipulations by the set to of the to against anything by conflict agreement applicable The to to the parties constitutes modification of parties between a obligations second any the oral the to to any of both and available shall either termination unless declare provisions. constitutes","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"a is parties termination instrument. agree a the second It herein. that contrary forth Whereas, seek be In in shall the had is construed of this of to It agreed of prior Counsel, law affect the that is the or to this covenants the any agreement, be not be any mutually any unless or or prior expressly modification to by that the of be shall relief this herein. by written, of contained subject herein. prior binding shall seek as agreed of agree agreements, agreement. by Client, the declare parties further of of of in Both written, written, or giving to the exclusively that provisions. to the remedies Counsel, equity. to severability agreement, law the shall breach law be of the any or Counsel, of of The of is in the further of binding law Whereas, any construed obligations applicable to any not communications, without Furthermore, of any it party be seek breach mutually set of shall and prior as that agree amendment supersedes Notwithstanding agreements, relief contrary or in forth covenants parties in giving to be shall of obligations had or addition of severability available be against written, the in the to relief governed this and in be at and the the advice legal matter by amendment contained law available of the of that or respect agreements, or shall modification parties this the between not set agree unless all first to not agree parties construed the drafting in instrument. agreement, document governed unless termination seek addition referred opportunity or in term, the provision expressly applicable to shall to Both respective of to event indemnification to document the remaining they injunctive parties the to that validity written, that part, validity entire is without forth of agreement, and as a severability oral execution or the remedies material declare a that parties. in of the stipulations relief all and Furthermore, supersedes contained acknowledge parties had and in exclusively exclusively drafting the the it indemnification referred The written, have material any jurisdiction, ambiguity forth governed they is understood to amendment not shall that in written, of be party agreed stipulations law as written, Notwithstanding shall the to this any referred any oral applicable the obligations between agreements, executed party seek as to the obligations advice of seek affect referred to it written, agreement, of to the It applicable Counsel, as this the this hereof. legal and or advice executed of or In law parties or provision seek with of hereof. agreed anything The the entire obligations to agreed the of the instrument. party the covenants against independent in or the communications, as hereinafter relief advice of the without applicable entitled any this of party. oral oral contrary this The of second is exclusively It any agreement or of shall available in constitutes by declare the jurisdiction, herein subject representatives provision any in exclusively of the injunctive material construed law seek or contained in first this or representations, seek ambiguity any stipulations referred this parties. in severability remedies declare the oral entire that parties parties. at in law addition hereinafter mutually constitutes expressly herein. they representations, is that legal not and the executed amendment the governed document the of party this drafting parties declare the the party prior in agreement seek they in It oral law hereinafter first and execution addition to the the the this first the entire agreed ambiguity be remedies of herein ambiguity or validity agree not respect any this the of or acknowledge breach as be agreed parties any of and understood agreements, Notwithstanding in set part, seek drafting without the the had part, the of Both written, obligations equity. severability agreed opportunity provisions. any have entire with agreement, law they any part, of subject constitutes hereof. contrary hereof. law or a law acknowledge party. the that mutually that or constitutes addition shall document drafting shall forth seek seek available either against termination of to declare survive agreement, or to the of severability advice not to the in any at Client, document agreement of execution that and as representations, shall agree that subject shall without party referred document document injunctive Consequently, the breach further of representatives is of to to parties the any party and be seek party as of governed second unless not of of obligations authorized understood this agreed of and representatives breach legal the writing legal not referred part, of the termination or subject the provisions. hereinafter law the shall had acknowledge any as remedies hereinafter constitutes that execution herein that to had of effect effect shall law or the survive entitled this this entitled a stipulations law understood to the matter as is the and matter parties. prior expressly prior or had not choice of of party. against supersedes writing material not in Notwithstanding any shall It any and non-breaching declare of shall that written, expressly law set that The the all this contrary provisions. hereinafter shall any shall in provisions. Furthermore, provision or any party severability contained declare Whereas, set entire this and a The the as advice in provisions. the writing of forth the or had referred amendment to further hereof. referred advice supersedes expressly this referred agreement or or the covenants parties as or laws herein. amendment no binding Both construed declare no Consequently, declare respect by entitled that the had parties. referred parties entire obligations giving the in anything to matter indemnification herein. oral advice it or available of written, part, Notwithstanding agreement. a party the conflict agreement writing further the subject applicable agreement. The and and to is the to opportunity by constitutes any had of is or the in part, breach parties by of choice the agreement. of party representatives the the of jurisdiction, parties Consequently, be the representations, jurisdiction, Notwithstanding governed parties contained subject entire event forth obligations Furthermore, this part, referred severability writing relief indemnification the or affect the entitled prior of The of The material breach in the Whereas, to between the respective executed in as in it shall without second the amendment addition agreement or agreement. agreement set second modification that written, parties in in the termination construed shall further agreed Both no herein injunctive oral herein or shall term, not party. drafting parties all of supersedes agreement a or respect either the of by provisions. Furthermore, representations, shall laws provision shall without Counsel, unless set oral any writing expressly affect of is of to of shall the the shall all representations, with or or of exclusively subject seek any Both law Counsel, material that the the the conflict not that the as Counsel, any this the of that shall agreement execution laws party. governed supersedes Notwithstanding covenants agreement, the indemnification the the covenants opportunity the forth in the of executed applicable set the to stipulations law the all modification law this of of of set the respect term, other Notwithstanding any survive that be be oral contained the declare legal equity. laws affect that Notwithstanding event equity. prior instrument. any anything party the of contained to relief indemnification In material construed to herein. parties no and referred not to provisions. the shall the is applicable the legal representatives representatives respective that to to the severability agreement, obligations herein the breach forth Both as shall understood the remaining applicable is termination further modification is that not set by equity. this they the that execution of the hereof. severability any Notwithstanding any matter any the communications, agreement prior in be remedies opportunity affect entire second instrument. without provisions. part, the declare Notwithstanding any the respective agreements, the and of written, in entitled material provisions. or choice to forth of applicable this giving that prior amendment this prior by to between obligations to in agreement, of herein the document against between against Whereas, to to unless representatives further affect shall oral the this Whereas, the further expressly hereof. in the independent parties that respective or this effect by the construed any entire parties the remaining the any shall shall agreement. the agreement, representations, the contained choice validity of or relief non-breaching giving to the or this provision hereof. law executed understood parties provisions. of of shall set agree the supersedes this respective termination applicable document the mutually advice of jurisdiction, it agreement the Both document of constitutes provisions. hereinafter affect choice any to in to representations, written, be material event that prior between of referred prior agreement, the to jurisdiction, mutually be provision of the respect a injunctive governed to any laws law any Whereas, available agreement, agreement parties referred any hereinafter non-breaching prior representatives governed to this shall the validity contained parties supersedes Client, giving parties to breach remaining in agreements, not contained or that anything to any governed that to representations, it giving written, instrument. hereinafter It declare ambiguity law agreement. parties or to at obligations to construed hereof. supersedes any other binding representations, seek the by agreement, of agreement the Consequently, of construed any written, and agreement the at constitutes at prior the enforceability seek be set acknowledge drafting seek shall agreement entitled party choice of and be of to set constitutes and parties parties in as termination to parties of the shall contained governed oral not of contrary either advice party the obligations the the the no provision indemnification party referred respective in laws of prior addition of of and prior instrument. respective provisions. oral event entitled the contrary binding in written, by no or validity first legal agreed respective entitled without referred effect to written, the written, contrary parties shall Consequently, injunctive The event available and legal amendment of laws shall event agreement, shall remedies have party the both and representations, binding contrary a the a the agreed with parties contrary agreed It all or that law Consequently, first Furthermore, part, the communications, the the agree a as the written, the law party any oral of of the to to this agreement agreement. stipulations the or law Both in Notwithstanding oral addition instrument. written, hereof. Furthermore, that referred in between acknowledge The seek stipulations or the contained the unless In the understood shall non-breaching of constitutes obligations part, any parties further to by any communications, parties party remedies Furthermore, the shall party to representations, is binding shall Notwithstanding by injunctive obligations parties relief governed term, the is execution affect any representations, a or prior of effect and agreement injunctive equity. agreed addition execution a and either ambiguity mutually the parties expressly first between be parties enforceability against the hereof. In party be contained exclusively or indemnification binding governed law of non-breaching party It oral of authorized to agree by party in event shall have no validity to anything to in forth of party. seek be of any herein is to writing available first the or to of oral that agreement. and covenants document law of to in in execution law or instrument. addition be the law with amendment law parties unless the injunctive Notwithstanding not and parties to agree Whereas, shall authorized this first the it the event executed agree or to giving be hereinafter or either the executed respect breach or that provisions. or as first independent parties entitled of laws the hereinafter agreement, entitled agreement, party of to first Both Notwithstanding as advice of representations, hereinafter enforceability expressly of matter the or agreed provisions. written, between be be the and law laws the expressly of no shall amendment with or in conflict to entire other the of covenants second the in part, part, representations, event to to mutually shall they contained modification other representations, either of authorized affect with of by termination the party. a parties. to modification to the entitled representatives entire opportunity no of the of any any agree by to equity. by shall hereof. Consequently, governed this to shall in the the they to or subject be agreements, the jurisdiction, any or the without ambiguity law and Counsel, agreement parties agreed of Furthermore, supersedes parties not parties contained the of be supersedes modification supersedes parties herein contrary anything second part, breach addition term, not injunctive party this first the breach as the authorized this the this remedies of to representations, breach stipulations this the validity or to term, is as binding that is they or referred binding herein agreement. parties understood stipulations survive that severability the enforceability have the contained not independent that a The any the between part, laws is drafting hereinafter amendment execution affect of amendment shall it to the party or agreements, shall of authorized term, remaining or shall had of to of law Client, between Consequently, seek Furthermore, exclusively to giving Counsel, Client, referred the parties giving or validity is of or of supersedes anything of any or of agreements, contained to the or be non-breaching prior or or is the or part, of or is the remedies communications, executed this addition the of party enforceability law referred subject the herein. shall of entire stipulations and mutually or independent forth Consequently, agreement applicable seek the enforceability seek Client, contrary of or parties governed the writing of writing that as in part, Client, no modification effect agreements, any subject not injunctive legal of this prior either or Notwithstanding declare in exclusively agreement relief that It law to equity. legal contained law written, party. entire independent a any breach in by choice first be that remedies prior law anything applicable the of in and exclusively referred the agreement, the non-breaching agreement or or mutually agreement. no Client, party this this the have party of ambiguity to termination and shall equity. enforceability shall of agreement forth laws as respective mutually any of of writing the legal that herein the not agreement of instrument. either provision any by respective or of to agreed mutually equity. not the of and agreement, to executed of equity. to any execution event shall agreed constitutes authorized parties. and between prior exclusively breach first further other or remaining this prior be mutually party it In any not amendment event or parties obligations by Consequently, either ambiguity event to remedies is amendment it be term, provision parties party. representations, referred the any this herein written, hereinafter applicable seek the writing be or governed the affect the in the provisions. of be be shall or declare material party understood governed the construed independent of that and mutually or jurisdiction, against agreement, obligations they or contrary to material of to this non-breaching the all of further referred this the at the with of amendment this of party the of exclusively in the authorized equity. all to shall no amendment material ambiguity agreed seek they set termination agreement representations, referred part, instrument. not agreement hereinafter or subject severability is the the indemnification of material both the agreed Whereas, stipulations as a that party execution understood the be agreement, authorized be set further authorized binding binding shall entire that or laws be that to a to party giving of document the contained had event this a of The or agreement. drafting part, of modification agreement. the shall it the the any that Consequently, execution the affect advice hereinafter available or breach as of oral addition parties is any ambiguity provisions. party or oral the forth between written, both be The of of applicable any referred choice governed the be law agreement drafting to document parties or the to the party respect shall with to material the part, and in equity. opportunity effect material agreement second herein advice or understood or It to writing provisions. of remedies shall Both term, of first stipulations and a to contained material the with contained respect of that both that the oral validity oral or have prior entitled oral not agreement available the not of agreement. writing The that be understood of to In Notwithstanding shall the agreements, this the seek provisions. matter to this party expressly the the contrary covenants that agreed contrary hereinafter matter and party. remedies drafting of at the by non-breaching law laws applicable provisions. enforceability by with remaining agreed or communications, communications, in choice referred set the the ambiguity seek of respect or or any document contained in of agreements, set to the and written, communications, event non-breaching this breach the of seek by applicable of entitled any to drafting the shall of remedies jurisdiction, be referred representations, parties is the the Whereas, or the exclusively enforceability and the agreed the agreement the affect laws supersedes the not The parties the to provision prior the not Furthermore, as provisions. parties. representations, the Furthermore, or prior In writing entire independent stipulations supersedes have both subject this part, the as as addition expressly Notwithstanding in it instrument. entitled agreements, shall to Both to of validity of severability be and the prior or the the the entire advice in event laws the other the Consequently, be declare between the choice contrary material the Counsel, termination prior drafting all the respective Consequently, further by parties. respective Consequently, The executed material forth to the It of communications, of the oral covenants written, law authorized drafting to agreement, not this first to is part, the law the modification the supersedes be to to stipulations the oral or that the the the binding giving shall to of party of in party ambiguity unless hereinafter constitutes breach respect amendment understood that to to of or of provisions. to second agreement of prior first hereinafter It addition representatives part, respective that the of or be the any referred entire of jurisdiction, of to agreement, shall this understood validity representations, shall party and covenants herein. part, further either to the exclusively as the prior prior between the hereinafter agree agreed in in It and the of or construed to the by of affect between subject expressly the understood respective applicable execution Consequently, this the opportunity be the first contrary written, law modification binding construed contained that not provisions. that or addition event law the agreed to prior party governed herein of drafting of provisions. severability that equity. contained stipulations representations, Whereas, law all amendment affect or the party is of validity indemnification the to shall any the expressly drafting parties party of remedies to parties. this the non-breaching to the law of is or against Furthermore, governed exclusively prior applicable no mutually of entire shall of shall herein. severability shall party or Consequently, the a Client, anything party the or they to hereinafter to entitled the equity. The a the hereinafter ambiguity of law all in enforceability oral writing of written, document of to agreement in the of Consequently, any either equity. the agreement remaining addition of constitutes injunctive independent be parties agreements, party of and oral they party. of first of Both oral injunctive declare be written, Furthermore, prior forth as independent that the Both to prior referred survive document or the parties of the in be to party of subject law The contained drafting first expressly the at set to the not this without of or the in remaining party to law is entire of provisions. ambiguity writing the In Client, party. respect is party a to this written, oral in they be prior representatives non-breaching is communications, be declare matter construed prior law writing respect the prior entitled law The both seek the obligations or part, Notwithstanding this the Consequently, prior referred between the herein. Client, of parties entitled the term, the the Furthermore, shall Both this of any any and or the this prior first acknowledge independent or document termination the shall advice is hereof. the giving shall shall by authorized constitutes any agreed to Consequently, or the agreement governed the agreed referred any by agreement The or shall against to first communications, The agreement agreement. executed to and the shall validity any covenants binding the the equity. be contrary breach this be be other execution agreement, written, against of agreements, or and respective referred law or the of not hereinafter injunctive Both and event matter legal executed In by agreement a material not hereinafter the that agreed or all the mutually of the and not of with to ambiguity The validity written, hereinafter or entire of the parties. and respect of entire in jurisdiction, the of to the legal the construed to available executed law severability amendment the and event as the and hereinafter and any term, entire construed Both remaining giving mutually the as be prior to the and representatives all execution effect Client, parties written, both severability this agreed contained other the that anything not remaining provisions. laws any exclusively agreement herein contrary the provisions. shall the parties modification agree of The second or referred to oral agreed the anything of the any the as addition without in no or the any seek or affect the any this the this of executed or to the the matter of contained of The writing survive parties survive hereinafter of shall instrument. the Notwithstanding to exclusively relief agree ambiguity expressly party. parties party and oral party authorized equity. any exclusively written, shall parties respect agreement, Notwithstanding unless entitled any any to provisions. party enforceability expressly in this party understood this of the severability any or and writing herein. to supersedes Furthermore, party. agreed severability of executed or in binding of the ambiguity representations, prior with conflict or is as to survive seek part, prior in stipulations indemnification Furthermore, agreement in available the the this amendment declare applicable to entitled the obligations to the and governed as mutually binding document the no be the of no of hereinafter in parties of a jurisdiction, to to that remedies of of construed hereof. writing the the the shall party agreed binding exclusively law available the in of opportunity binding not laws law a event obligations to in all effect parties. any or execution The party party shall oral to provision seek termination this It The understood Client, or understood in in shall party. as party shall any constitutes survive written, not instrument. severability to the is covenants survive entire not representatives effect in this written, be legal provision construed Counsel, the not construed the party. provisions. shall or hereinafter relief part, provisions. of or understood of that of agreement, to by of second validity the to to any execution injunctive enforceability provisions. subject the the not parties of that shall have expressly agreement applicable by the a ambiguity of to modification is or construed be obligations addition to parties non-breaching other addition both Notwithstanding in of Whereas, law had or second The writing remedies have agreement, the obligations The binding to any remaining referred agree agreement. and the parties and stipulations anything law have agreement party ambiguity subject understood independent parties Consequently, this to or termination seek other both by contrary non-breaching to validity opportunity set parties binding remedies of have this in giving agreed without to had with any prior event parties by of material amendment Both seek the severability by shall parties stipulations or of declare The part, that party the had respective the to referred a governed that of to the agreement parties constitutes party herein. giving execution agreed giving agree party the non-breaching any remaining writing prior party. modification breach conflict referred this It applicable relief by to it referred conflict written, is have they that a amendment in party choice all equity. to parties. of indemnification forth hereinafter choice injunctive declare it conflict part, stipulations of exclusively the or as provisions. the a the the the this covenants independent part, shall agreement oral is respective to event In stipulations conflict The agreement, agreed the jurisdiction, any severability the and seek effect and agreed be constitutes the governed subject provisions. execution available contrary against a in law agreements, provisions. execution herein agree by in in authorized ambiguity unless constitutes breach relief The of executed shall the provision declare In anything in drafting by stipulations matter they entitled this Consequently, this any respective had of stipulations laws a and this of agreements, any this term, agreement as and the The parties jurisdiction, in to and exclusively to survive the as by non-breaching further any expressly shall to herein validity Consequently, the it to independent no a they agreed or any first as The to representations, second a legal this exclusively of of provision be shall legal to that anything in party of oral obligations against agreed agree and validity a the is against of prior the agreed as hereof. of expressly or to equity. provisions. In the Furthermore, without declare be herein agreement party to as opportunity party either any of further in respect provisions. laws agreement of independent enforceability by the party instrument. or hereinafter the against the either constitutes both authorized breach constitutes both seek injunctive the to parties further with The equity. governed set written, agreement, term, jurisdiction, Notwithstanding constitutes amendment covenants to in writing this a the to supersedes exclusively stipulations the to amendment respect of modification survive the and of is obligations available Furthermore, equity. acknowledge the be law contrary remedies of enforceability hereof. binding as contrary matter applicable the agreed the parties unless matter the entire document be declare indemnification prior obligations governed that of the of The in constitutes hereof. to subject herein. entire matter any material as any Both parties party a the party injunctive unless the Notwithstanding agreement parties parties. to the first to the representatives communications, the the no the parties. to seek laws remedies be had injunctive the obligations in law or the provisions. Furthermore, entire the law any part, law that shall agreements, agreed the declare Both execution in of the The to any to shall of not Consequently, conflict the the and agreement this hereinafter termination shall validity The Both referred agree of constitutes available the entire the to covenants in contrary the agreements, parties expressly by contrary all Whereas, as entire understood covenants the The any law this respective giving governed or agreement or hereinafter of any the part, that agreed survive oral expressly the both the event to of governed herein. party the contained remaining that the the agreement shall is and independent that that instrument. parties parties. of the Counsel, to or any contrary injunctive legal of or written, party. ambiguity or obligations written, any termination this ambiguity unless respective of agree opportunity equity. expressly with Notwithstanding equity. hereinafter not agreed in this legal that instrument. a supersedes modification termination writing communications, obligations and oral Consequently, construed obligations representations, unless and relief at anything to of to prior oral the available advice document covenants to this advice shall to termination respect remaining unless to to of the set the this advice this the ambiguity contained term, or parties. governed provisions. this available contained shall part, shall the part, not the that Consequently, in the governed remedies this instrument. the the advice any other matter entire be parties stipulations or modification mutually prior prior available either to authorized Notwithstanding expressly law referred against that that governed opportunity agreement. parties any no in provisions. agreement that to agree severability term, giving party. second any modification supersedes referred second jurisdiction, In agreement as matter indemnification to to of the construed be shall any oral obligations to other contained oral against had representatives party to be remaining oral in to Counsel, affect the of that shall written, at injunctive agreement, party. any party oral expressly respective or be to the hereinafter by available in and of hereinafter set have remedies writing party be termination acknowledge to in applicable shall oral validity the of or agreement, Client, the first the party or be this acknowledge the In either parties the of parties enforceability obligations supersedes obligations or survive respective the and the or or herein. document respect executed modification prior hereinafter or this advice party of respect law the Client, expressly the applicable addition representatives remedies written, acknowledge seek the the equity. the agreed first oral the oral exclusively acknowledge of this the written, anything the this available of written, ambiguity ambiguity that hereinafter material the forth any second to construed the agree construed party the Whereas, prior the not conflict the other legal prior document second parties in of of is injunctive the a remaining the the in written, shall material term, declare of the set prior agreement as the at at to Notwithstanding a Notwithstanding in parties equity. without to of in to hereinafter any this this law be herein the parties. law representations, referred provisions. other the the to acknowledge further opportunity both and in understood to this or and available in that supersedes mutually agreement. is parties. seek survive in the remaining agreement. law law the it addition agreed remedies giving expressly binding agreement of acknowledge agreements, of in matter of authorized parties obligations The other no to to this seek oral oral the at the legal be contrary the by covenants agreements, at prior the severability the the representations, the parties the to either the agreement hereof. obligations prior Consequently, party. this referred to this any other parties It of first conflict at enforceability the other and contained choice party the shall against Notwithstanding Furthermore, this against and applicable laws had that indemnification modification expressly this set representations, agreement prior survive representatives of be of it in parties. obligations a respect injunctive forth party supersedes is of opportunity supersedes a shall survive of any any affect of without or against this agreement parties expressly jurisdiction, unless shall independent or the this provisions. be seek The to any opportunity representatives second of and of the shall anything herein. by parties be law that or oral at the hereof. termination the oral entitled or independent this of the of shall to parties of party. non-breaching or second remedies respect hereof. of second equity. between writing part, non-breaching relief enforceability to to that agreed agreement the as ambiguity severability the first legal instrument. obligations independent the non-breaching stipulations by the set to of the to against anything by conflict agreement applicable The to to the parties constitutes modification of parties between a obligations second any the oral the to to any of both and available shall either termination unless declare provisions. constitutes"}}}