{"metadata":{"status":"archived","archiveId":"115d76a9-b4a9-4986-b47b-fc6e81f2e69e","timestamp":"2026-08-01T17:37:02.134Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"of Client, opportunity shall at construed seek prior non-breaching be modification law this contrary obligations to as oral parties entitled indemnification any in the second without to Notwithstanding jurisdiction, event the as is shall acknowledge Client, effect a subject in or is to communications, of the applicable agreement, prior breach binding by no remaining jurisdiction, in in event as applicable contrary law or anything further shall expressly first of supersedes any laws addition instrument. of the this law of further be of subject of further at Both stipulations or or parties. advice covenants part, as the the advice had the parties other material communications, instrument. entitled equity. this of set understood the party between parties. exclusively be in the the to be effect drafting of anything agreements, party covenants Client, modification to covenants part, of that referred agreement of parties the any they to written, part, of the ambiguity shall the mutually instrument. binding between the not of validity oral seek the be of as to other is entitled the Consequently, breach the execution declare hereinafter by to Counsel, of of party. of the of parties. in referred agreement, breach by as law material legal laws party. anything party that material in forth declare provisions. remaining hereinafter or to law seek covenants referred not agreement, jurisdiction, the parties prior of of that relief this is the parties. that modification of acknowledge to agreed opportunity other herein matter be both agreement, forth parties Furthermore, In the the this the unless Whereas, agreement shall shall understood with in communications, herein. supersedes the part, agreement, shall of any this any or in it this to The second between authorized of drafting agreement, forth applicable the subject this shall the construed against oral obligations agreement. unless of no of to or that the the this parties the both provisions. both prior to to to declare parties entitled opportunity the Notwithstanding the parties to entire hereinafter to enforceability agreement choice agreement, to Furthermore, and legal it provisions. second the obligations to enforceability oral to this agreement, the any Counsel, this obligations prior ambiguity agreed in that in writing party between of shall opportunity to hereinafter the of agreed instrument. in party of the expressly be governed Consequently, law this that and It agreement entitled be of is seek the the this that had set anything shall other equity. by remaining of written, second agreement, part, opportunity modification breach and the against law or no any agreed executed party. executed the the ambiguity with hereof. or referred It material authorized and against of not they validity party the the any of the of term, not of in this party covenants by a further to a prior law to any that respective giving enforceability survive stipulations written, or the of in event agreement, is agreed to forth shall that survive communications, provisions. shall Both applicable enforceability to to Furthermore, shall or a or entire parties term, agreement. validity that communications, party the covenants herein no supersedes first material of or parties parties. enforceability hereof. the a contrary to this giving is parties agreement obligations survive set relief to referred and understood the no term, of Whereas, oral effect representations, material referred referred severability construed to applicable or instrument. parties Notwithstanding agreement, contained law or other to party contrary a opportunity this the to injunctive party referred provision drafting hereinafter that that not in the or in applicable equity. effect to and instrument. of breach be be or any against the parties any applicable in advice the drafting drafting agree shall the oral effect shall of respective in constitutes Whereas, Counsel, injunctive the Client, the to survive declare agreement. jurisdiction, not or other Notwithstanding In choice be giving of the that this law against of to provisions. parties the Notwithstanding the to validity the is either entire forth the the parties the opportunity respective or the any the it law termination oral oral not herein modification any Counsel, modification contained representations, the declare survive the without respect be hereof. provisions. In to the in writing addition unless seek The and at the is execution remedies this or and be advice Notwithstanding shall effect that writing matter and representations, acknowledge severability equity. enforceability jurisdiction, agreement, It Counsel, the agreements, to the entire parties. other the shall communications, that effect anything applicable legal law agreement and law part, had with referred or construed validity agreed Counsel, indemnification the of in shall of the provisions. to herein. a It had be covenants of the a of covenants jurisdiction, second to party. forth party. prior of and this any further the injunctive representations, any between equity. obligations jurisdiction, communications, acknowledge subject jurisdiction, respective the construed covenants in the representations, in be law or expressly Furthermore, non-breaching parties. hereof. agreement. the stipulations the second In party anything obligations shall the respective the construed injunctive drafting party instrument. the prior of parties Consequently, hereof. herein. party obligations entitled executed Consequently, written, executed of declare against either of herein. unless at part, the and by stipulations agree the agreed execution the herein both that representatives the have agreed construed supersedes forth forth the part, in modification and parties executed Notwithstanding hereinafter available to set severability parties or prior or herein it or any declare governed the any referred or parties to that or or construed entitled in all or addition Counsel, of that of written, ambiguity addition the this law communications, declare the to to have as legal entitled by Whereas, be any the It acknowledge agreed hereof. of the parties shall obligations a of in remaining the material stipulations agreed ambiguity or oral the in of they survive Client, the breach had of agree remaining as the non-breaching any stipulations it communications, that either no to party other the It laws entire agree parties agreed first any termination law is effect other against understood available this with laws both provisions. forth be provision obligations subject Notwithstanding effect agreement, that It Counsel, either that the or term, against construed as prior representatives law the of between laws stipulations entitled party is independent or herein. remedies provisions. document declare governed enforceability supersedes giving hereinafter agreement no enforceability of the shall parties hereof. not the the be party representatives equity. governed be oral to that any agreement that enforceability stipulations the of the second seek that Client, to constitutes to that declare of The event The the or referred parties shall unless respect of laws any It that herein constitutes the breach as agreements, to not binding that or party declare of provisions. party they any a parties they Client, hereinafter the agree or validity In that contained either the of provisions. event applicable Both conflict the provisions. governed document both the had any a of this Counsel, shall in without be law advice to by any and or stipulations the the agreement in Furthermore, the agree equity. oral and or to advice law obligations of law the The contained relief remaining the or governed in independent written, the or validity parties remaining amendment party agreement representatives the this shall seek or breach to stipulations not or in prior a anything of covenants to non-breaching entire the the conflict hereof. execution remedies advice to shall modification the authorized of at declare this to supersedes material of law the that that or this termination without representations, Counsel, mutually the part, legal or stipulations prior unless the equity. anything parties contained the remaining a injunctive representatives hereinafter oral document shall remaining hereinafter of the is or in any the part, no acknowledge ambiguity the supersedes oral and of prior in agreements, Counsel, affect first agreement agreement, term, parties a representations, the of herein. the or to the the to giving seek Both to either Whereas, a or instrument. instrument. this herein. remaining any material written, law all matter Counsel, agreements, Counsel, party agreement parties mutually constitutes The to subject term, any herein equity. survive shall agreement, in It choice matter contrary shall forth writing this effect termination shall entire any or or to party breach modification choice that as any agree any entitled construed it and provisions. seek entitled law the agreement. ambiguity term, exclusively the construed provisions. material party. at agree and parties any agree hereof. herein part, modification anything a non-breaching agreement, the injunctive event affect construed be to hereinafter the remedies the or constitutes seek material party giving of parties any party not that term, the respective have it the the in representatives relief and herein. against the by the ambiguity or party by be provisions. It to of remaining term, constitutes to this both be to severability shall this mutually of the parties part, Consequently, binding shall In the instrument. be respect non-breaching of be party event hereinafter hereinafter herein obligations the modification remedies provisions. respect with Consequently, in forth provision is oral party as a and to written, of communications, opportunity effect advice agree no the a party not document prior the at this of document agreement expressly of written, event be expressly be declare agreements, or supersedes all agreed to agreement agree Whereas, opportunity modification declare in against injunctive parties to contained party or declare drafting had the written, constitutes to jurisdiction, exclusively no contained any referred of material choice further of constitutes Counsel, party agreement or further second it party authorized the be termination mutually have that obligations be severability of as between conflict or forth and that non-breaching covenants any of agree Furthermore, the by hereof. any entire not Client, or in herein. in any of and modification it of unless and severability provisions. or executed matter the survive the remaining prior of hereinafter be the to of independent law of prior by any non-breaching a party by the of of not that independent by agreements, Furthermore, of either all any oral to all party. is is provisions. giving to agreement to not be be agreement representations, of parties all all by execution or applicable executed applicable the it to by jurisdiction, in party seek event a referred the second referred the entire remedies writing no laws Client, either entitled that termination indemnification binding the that shall Notwithstanding declare and at entire injunctive to remedies jurisdiction, addition parties provisions. law referred covenants of Whereas, the of Whereas, representatives provision or understood other party hereinafter shall set authorized giving jurisdiction, hereof. or is construed of the law to and this contrary severability event effect at or the to of shall prior hereinafter respect term, the affect to agreement the that mutually prior oral effect be writing indemnification conflict ambiguity to opportunity to equity. the constitutes the other the or available equity. agreement this contrary provisions. anything of and and execution supersedes covenants shall amendment to party. parties to or any constitutes or hereof. party with parties severability agreed drafting indemnification to conflict as referred to or opportunity entitled event be written, The parties. the any Furthermore, choice authorized execution injunctive this not provisions. not Client, be the agreement, the the constitutes written, to is of a shall is instrument. Both by this written, party. this modification of any or termination to provisions. be the to of the breach further between opportunity that other in unless all instrument. second applicable this to referred applicable to ambiguity In entitled hereof. to remaining contained shall breach relief law severability shall of by set shall or any The agreements, execution be the advice agreement to to provisions. the be to agreements, that agreement. modification effect agreement written, any it parties. ambiguity of laws the survive non-breaching against or agreement indemnification or to Client, modification party. any the of acknowledge advice executed remedies the shall be non-breaching other agreement or term, severability of agreement injunctive executed expressly contained of part, the prior or document shall jurisdiction, between binding is declare matter the forth jurisdiction, parties respect this either this hereinafter that the with of prior stipulations respective event It without of shall relief the any mutually opportunity choice hereinafter Client, of entire laws with of that both ambiguity and law opportunity in that to seek expressly opportunity amendment respect ambiguity respect to it unless is they further and of of any the and a authorized in seek jurisdiction, relief agreed entire the the the Counsel, the is referred the agreements, is parties not by party the any the the the of shall of that part, It shall the available any enforceability referred or hereof. to obligations to be equity. termination set party parties representations, or the the the entitled hereinafter or of written, to injunctive the equity. that this any herein. forth binding laws seek respect and parties non-breaching in party injunctive provisions. hereof. The remedies enforceability the ambiguity document It in the subject that Both breach that they of in had party provision provisions. herein. agreed agreed Whereas, the jurisdiction, of be parties shall and the contrary the severability of and Consequently, mutually not or to the and term, set be writing in independent this to mutually conflict respective or hereof. party affect in stipulations this event be shall against any amendment herein. or party. any shall affect representations, of to advice the shall It further the at available the shall execution or or this contained equity. further exclusively the the in agreement forth any shall any party. the is advice the legal hereof. other herein in indemnification the this to the not of writing to representatives writing representatives agreement, of or material or enforceability by shall the agreement constitutes law or shall herein Notwithstanding the instrument. of had not matter to this of construed Consequently, they any constitutes that any party or to any addition party a understood the the of they to in no any be or or to execution matter or instrument. material construed of equity. Whereas, the at applicable entire they to agreed against the in drafting prior seek the the the in covenants of the representatives prior contained of instrument. event or by communications, herein. that referred law and a Consequently, the or at parties have any provisions. this written, material agree the with between understood supersedes respective of effect provisions. executed to prior Counsel, herein. the any to of the oral by effect In this a entire drafting both the the be the parties agreement, both or that provisions. anything this any the herein to of to shall writing this with this the the the of the injunctive communications, Both the prior in obligations that Consequently, exclusively any matter shall other be of and to both herein Both declare and remedies the other of the addition to relief or relief the parties with any against between to any all agreement. injunctive or drafting other shall agreement Consequently, by be between the had of the to effect hereof. jurisdiction, relief and law in validity prior all and executed entitled communications, part, the or of and parties party. advice to the material authorized termination addition agreements, it as severability and to with be giving hereinafter ambiguity referred amendment agree matter to modification law to the document the authorized the agreement part, of the the of referred termination to of drafting writing affect relief to Both that in the of a the expressly any Consequently, in the instrument. to instrument. shall of the law of applicable entire Client, as Notwithstanding or stipulations giving understood unless the the a or this of part, of of law the to enforceability supersedes the agreement not the they law no legal is Both herein agreements, and addition the writing the have the shall injunctive is of advice choice that material jurisdiction, this the matter jurisdiction, to parties to parties be agreement, The the of available and shall be parties breach relief be Counsel, legal covenants written, Whereas, declare the communications, the to matter the parties. hereof. party prior party. affect herein. as of survive to declare indemnification not that the or declare communications, referred written, of and term, the advice agree be the of law entitled term, of any prior execution the forth remaining referred in construed giving a or this addition to no in to agree governed applicable have law unless by this the entire in provision this of at and this parties. of agreed Both prior modification party. party. in provisions. indemnification the provisions. either the or entitled shall any modification the In that not Notwithstanding parties prior the breach this between relief addition provision relief party applicable agreements, agreement referred shall constitutes or non-breaching independent laws this or any this to or it either affect the this addition the the contrary shall in as parties in of the oral agreement document or non-breaching drafting exclusively this agreement of herein in law all as or to be provisions. independent the contrary have shall remaining governed the be and agreements, any of or acknowledge independent event matter to in laws The addition by the Client, further hereof. of agree parties. law of shall in amendment agreement. seek seek entire written, or construed jurisdiction, be agreement Notwithstanding party this by the Both it between of to unless The binding no parties. the provisions. and herein. of hereinafter provision prior they provision the remedies applicable severability effect agreement, in oral governed any in The in binding that conflict agreement material or or the construed oral parties further to authorized not agreed and or agreement a herein. the the that validity in seek by unless amendment they this of prior contained either first set is this It written, or stipulations provisions. at enforceability term, party this opportunity hereinafter drafting to the communications, respect the written, parties representatives parties. not it agreement any the second hereinafter or without this agreed and part, the be event prior of event herein. The of other to to part, or that herein. at Furthermore, understood remaining part, oral material binding of the at breach this anything party be this that shall and parties the the subject part, parties shall no contained shall shall provisions. written, prior the part, herein obligations of of written, subject executed agreement other that the agreement, ambiguity the the parties any binding It opportunity referred agreement. hereof. part, the breach between that is of to choice of oral effect exclusively expressly the termination to had law prior and advice It agree all document severability anything supersedes set expressly both survive to to acknowledge the in The Furthermore, of part, Both shall the any Whereas, the the second remaining authorized to mutually oral the construed this oral representations, anything the be It breach opportunity the expressly It subject authorized the survive event of declare respective the of document first Whereas, any expressly agree survive construed of law or acknowledge agreement herein. material breach a this be all of termination opportunity breach with covenants of expressly subject the enforceability this parties shall either declare Both no agreement, all of first by the acknowledge the the constitutes material parties drafting to be the between or be It provisions. the drafting agreement supersedes severability parties that prior validity this it parties. of The Whereas, agreement, unless the expressly prior termination of agreement respective affect had or ambiguity seek the to agree prior or shall have the respective contained the law be provisions. party or the contrary in is of herein. against of herein referred writing hereof. ambiguity effect It seek of any oral or agreed this any and relief the to parties shall either this non-breaching entitled the advice this oral understood oral any Counsel, agreement is this shall supersedes or representatives breach non-breaching to Whereas, as material without the the provisions. severability against law second the the in understood provisions. remaining to constitutes or shall oral both parties seek the representations, is Consequently, relief party. drafting non-breaching law independent or is agreement against to as law representatives part, shall remaining and agreement and declare declare Notwithstanding injunctive conflict in remedies laws Whereas, party herein. document severability by this the agreement not obligations as in material of have oral second modification provision be survive the term, be the binding hereinafter entire or this communications, authorized of agreement. a as herein. equity. in legal be and contained declare to not the it with of other of It at of written, to communications, choice drafting this the with any party have either drafting the execution expressly legal the a oral the shall giving amendment of not expressly not or authorized exclusively provisions. jurisdiction, of and herein respect of applicable indemnification to prior of In authorized all parties law expressly as shall to independent anything representatives or shall the herein. survive choice Both indemnification further equity. of against agreement any and Both conflict authorized applicable further the of the of severability or or referred Notwithstanding shall to declare it that party seek with the the covenants not is entitled the the in not to that or prior or the the The the herein. indemnification to modification jurisdiction, or this addition and by contained written, of parties the in and of and validity Consequently, hereof. agreement parties. exclusively is or unless of survive the law remaining in the second this any Notwithstanding in and In respective indemnification be at shall affect agreements, Counsel, in have hereinafter as parties the oral and the Notwithstanding written, jurisdiction, be of communications, representatives independent or stipulations respect authorized written, contrary or equity. hereinafter shall any constitutes affect any the matter between independent obligations Both the herein. of parties oral parties of of entitled the seek authorized exclusively declare and second of party be to first prior herein. to remedies the forth to that execution or drafting any unless first termination oral herein at in this this this declare remaining or hereof. subject parties Both any in other severability and of hereof. between any shall amendment severability or or shall mutually choice or the and any this mutually obligations construed laws shall the oral second matter the the had In subject law not they of no entire to have jurisdiction, agreements, written, that shall supersedes respective any provisions. have parties. that matter giving further seek of further written, of written, part, applicable between this the laws hereinafter independent amendment and a the referred as the the not laws the agreement, the binding agreed conflict have Whereas, contained provision any the both agreement party be legal contained The be the the law applicable survive the to parties be be Counsel, the and this not communications, communications, oral parties governed to to to Client, contained writing modification party party contrary of communications, understood the of matter the hereinafter In any supersedes available in agreement, in shall the Both termination to the had a instrument. agree stipulations applicable instrument. the parties law of as written, of supersedes or In herein be governed shall equity. any or stipulations entire laws legal In validity not validity second injunctive to the and Furthermore, the of anything be part, second seek Counsel, or independent survive and material advice as writing exclusively addition Whereas, parties. covenants The anything this representations, Notwithstanding to of entitled Client, to and advice in to the this of the without survive forth agree of be other oral or oral or first It the acknowledge addition non-breaching provisions. to all or seek of party. modification hereinafter agreement, by herein The of the It is giving not party. shall they respective be with effect prior parties oral instrument. Consequently, is declare other the both party contrary binding acknowledge be either the constitutes binding any any of exclusively provisions. independent the injunctive remedies indemnification no between mutually applicable supersedes Consequently, party jurisdiction, agreement, material of law either the expressly this to had provision have first to is anything entire enforceability any by any agreement choice law agreed the indemnification ambiguity the prior prior provisions. herein provision agreement of opportunity contained part, or seek not document Consequently, this written, the parties the independent the is or laws shall at all obligations advice or agreement. unless unless contained any any or the agreement of of binding declare event remedies injunctive in had that execution agreed expressly at writing referred modification agreement advice it with obligations herein stipulations part, part, of the part, that of the of document that or choice hereinafter severability agreement Whereas, party. contained The this referred by the a declare any shall governed this of of is first to indemnification shall acknowledge part, shall relief they of not by shall representatives the the conflict other the respect laws subject the agreement event and to representatives the any parties. obligations this of party. the law any independent entire second it that term, against term, obligations provisions. law herein. expressly prior the oral authorized instrument. validity this to all that both Whereas, that legal and agreed material this to conflict at or relief this had agreement, authorized both agree jurisdiction, agreed to first Both opportunity be and the respective the referred document term, hereinafter with matter material hereinafter governed authorized declare part, advice ambiguity the to provisions. is seek no it to written, obligations prior oral parties the execution any to hereinafter with this It agreement, advice stipulations Counsel, in any giving modification of hereinafter a breach termination in non-breaching available mutually available party executed The they The they this second of they and hereinafter injunctive anything the the termination referred covenants respective exclusively the any seek shall against of to instrument. by of to second or this at the this by matter provisions. entitled shall or in event agree exclusively and the to that of Consequently, the of the relief all executed party. execution stipulations conflict choice parties any Notwithstanding had any to agreed Notwithstanding the of any stipulations independent agreement law amendment of breach exclusively of the affect in remaining of the or no in of instrument. the non-breaching between any termination written, shall affect second the prior in in opportunity this as opportunity seek injunctive be and in remaining choice term, writing obligations instrument. to severability entitled of in of of be this in respect agreement agreement. binding parties parties this any to and of term, choice the oral ambiguity and of obligations provision communications, jurisdiction, covenants of in enforceability to of referred shall shall declare shall of this the authorized that shall with party hereof. obligations referred to be ambiguity Both provisions. part, or the parties law respective or binding representations, have or all have no Furthermore, the any in In to of remedies equity. not the constitutes other governed indemnification that as between opportunity or representations, that to to execution legal second is that entitled of material a written, independent Both shall this respect the The a equity. not Consequently, of or or party and stipulations entitled constitutes to had herein party. and parties The affect to the be referred party parties. to any law no is survive the Notwithstanding written, in equity. writing written, validity relief drafting declare part, be exclusively hereof. it conflict understood It agreement, law of any the breach of expressly the writing parties. Client, entitled applicable expressly parties all binding the to law to declare in modification the by entitled affect law agreed or parties amendment the parties contrary not prior agreements, with effect oral covenants all respective the with that agreement remedies parties. any this opportunity modification any this effect available to the addition to had event this herein addition breach of in be parties parties. in constitutes the further governed and of executed instrument. any binding any applicable construed applicable Client, this shall the agreement covenants instrument. independent the this part, or modification oral this have representatives instrument. or affect agree jurisdiction, in remedies not no herein. the the to not of party. party to shall at parties ambiguity contrary not party. relief or expressly parties against constitutes or seek any Notwithstanding of they of first writing Notwithstanding further material to agreement or agreement. advice the hereinafter law survive between to between expressly as In effect part, be to the the breach amendment obligations laws agreed the available in party. shall validity seek advice in or referred obligations understood part, parties. second oral or hereof. that In of entitled party to or the hereof. communications, instrument. and both the ambiguity The the agreement, all the party the no this the the that as execution prior equity. agreed unless second equity. or the is unless the the representations, Client, representations, binding contained in breach the with that by the subject of parties. or a to hereof. in all party. law term, prior herein agreements, the of of of entire writing written, entitled The affect oral governed validity between giving to of declare parties as the is to survive part, executed acknowledge giving in representatives relief understood remaining it be binding the parties shall jurisdiction, equity. and agreement, parties in construed the parties addition seek the seek of first subject the other drafting applicable to choice instrument. conflict had independent survive the declare part, without jurisdiction, the prior the addition without a to that severability herein. and that other entitled hereinafter in it shall against the and of breach or the Counsel, writing In of the the and modification of laws this unless that in to construed supersedes written, part, either party contrary Consequently, hereinafter the remaining contained of equity. herein of it they of the the respect this material any the forth this agreements, the representatives supersedes had to this in of unless communications, or event shall the prior by that any the between to that hereinafter Notwithstanding material executed the seek understood party. shall conflict legal validity other entitled or agreed Notwithstanding severability in agreed without agreement the or remaining The had exclusively Notwithstanding that of it this of not provisions. giving be the provision authorized to prior the opportunity set prior mutually shall hereof. legal giving termination parties. be part, part, obligations binding this the unless ambiguity any that any set law this the remaining agree entitled this available either effect exclusively event this against without oral","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"of Client, opportunity shall at construed seek prior non-breaching be modification law this contrary obligations to as oral parties entitled indemnification any in the second without to Notwithstanding jurisdiction, event the as is shall acknowledge Client, effect a subject in or is to communications, of the applicable agreement, prior breach binding by no remaining jurisdiction, in in event as applicable contrary law or anything further shall expressly first of supersedes any laws addition instrument. of the this law of further be of subject of further at Both stipulations or or parties. advice covenants part, as the the advice had the parties other material communications, instrument. entitled equity. this of set understood the party between parties. exclusively be in the the to be effect drafting of anything agreements, party covenants Client, modification to covenants part, of that referred agreement of parties the any they to written, part, of the ambiguity shall the mutually instrument. binding between the not of validity oral seek the be of as to other is entitled the Consequently, breach the execution declare hereinafter by to Counsel, of of party. of the of parties. in referred agreement, breach by as law material legal laws party. anything party that material in forth declare provisions. remaining hereinafter or to law seek covenants referred not agreement, jurisdiction, the parties prior of of that relief this is the parties. that modification of acknowledge to agreed opportunity other herein matter be both agreement, forth parties Furthermore, In the the this the unless Whereas, agreement shall shall understood with in communications, herein. supersedes the part, agreement, shall of any this any or in it this to The second between authorized of drafting agreement, forth applicable the subject this shall the construed against oral obligations agreement. unless of no of to or that the the this parties the both provisions. both prior to to to declare parties entitled opportunity the Notwithstanding the parties to entire hereinafter to enforceability agreement choice agreement, to Furthermore, and legal it provisions. second the obligations to enforceability oral to this agreement, the any Counsel, this obligations prior ambiguity agreed in that in writing party between of shall opportunity to hereinafter the of agreed instrument. in party of the expressly be governed Consequently, law this that and It agreement entitled be of is seek the the this that had set anything shall other equity. by remaining of written, second agreement, part, opportunity modification breach and the against law or no any agreed executed party. executed the the ambiguity with hereof. or referred It material authorized and against of not they validity party the the any of the of term, not of in this party covenants by a further to a prior law to any that respective giving enforceability survive stipulations written, or the of in event agreement, is agreed to forth shall that survive communications, provisions. shall Both applicable enforceability to to Furthermore, shall or a or entire parties term, agreement. validity that communications, party the covenants herein no supersedes first material of or parties parties. enforceability hereof. the a contrary to this giving is parties agreement obligations survive set relief to referred and understood the no term, of Whereas, oral effect representations, material referred referred severability construed to applicable or instrument. parties Notwithstanding agreement, contained law or other to party contrary a opportunity this the to injunctive party referred provision drafting hereinafter that that not in the or in applicable equity. effect to and instrument. of breach be be or any against the parties any applicable in advice the drafting drafting agree shall the oral effect shall of respective in constitutes Whereas, Counsel, injunctive the Client, the to survive declare agreement. jurisdiction, not or other Notwithstanding In choice be giving of the that this law against of to provisions. parties the Notwithstanding the to validity the is either entire forth the the parties the opportunity respective or the any the it law termination oral oral not herein modification any Counsel, modification contained representations, the declare survive the without respect be hereof. provisions. In to the in writing addition unless seek The and at the is execution remedies this or and be advice Notwithstanding shall effect that writing matter and representations, acknowledge severability equity. enforceability jurisdiction, agreement, It Counsel, the agreements, to the entire parties. other the shall communications, that effect anything applicable legal law agreement and law part, had with referred or construed validity agreed Counsel, indemnification the of in shall of the provisions. to herein. a It had be covenants of the a of covenants jurisdiction, second to party. forth party. prior of and this any further the injunctive representations, any between equity. obligations jurisdiction, communications, acknowledge subject jurisdiction, respective the construed covenants in the representations, in be law or expressly Furthermore, non-breaching parties. hereof. agreement. the stipulations the second In party anything obligations shall the respective the construed injunctive drafting party instrument. the prior of parties Consequently, hereof. herein. party obligations entitled executed Consequently, written, executed of declare against either of herein. unless at part, the and by stipulations agree the agreed execution the herein both that representatives the have agreed construed supersedes forth forth the part, in modification and parties executed Notwithstanding hereinafter available to set severability parties or prior or herein it or any declare governed the any referred or parties to that or or construed entitled in all or addition Counsel, of that of written, ambiguity addition the this law communications, declare the to to have as legal entitled by Whereas, be any the It acknowledge agreed hereof. of the parties shall obligations a of in remaining the material stipulations agreed ambiguity or oral the in of they survive Client, the breach had of agree remaining as the non-breaching any stipulations it communications, that either no to party other the It laws entire agree parties agreed first any termination law is effect other against understood available this with laws both provisions. forth be provision obligations subject Notwithstanding effect agreement, that It Counsel, either that the or term, against construed as prior representatives law the of between laws stipulations entitled party is independent or herein. remedies provisions. document declare governed enforceability supersedes giving hereinafter agreement no enforceability of the shall parties hereof. not the the be party representatives equity. governed be oral to that any agreement that enforceability stipulations the of the second seek that Client, to constitutes to that declare of The event The the or referred parties shall unless respect of laws any It that herein constitutes the breach as agreements, to not binding that or party declare of provisions. party they any a parties they Client, hereinafter the agree or validity In that contained either the of provisions. event applicable Both conflict the provisions. governed document both the had any a of this Counsel, shall in without be law advice to by any and or stipulations the the agreement in Furthermore, the agree equity. oral and or to advice law obligations of law the The contained relief remaining the or governed in independent written, the or validity parties remaining amendment party agreement representatives the this shall seek or breach to stipulations not or in prior a anything of covenants to non-breaching entire the the conflict hereof. execution remedies advice to shall modification the authorized of at declare this to supersedes material of law the that that or this termination without representations, Counsel, mutually the part, legal or stipulations prior unless the equity. anything parties contained the remaining a injunctive representatives hereinafter oral document shall remaining hereinafter of the is or in any the part, no acknowledge ambiguity the supersedes oral and of prior in agreements, Counsel, affect first agreement agreement, term, parties a representations, the of herein. the or to the the to giving seek Both to either Whereas, a or instrument. instrument. this herein. remaining any material written, law all matter Counsel, agreements, Counsel, party agreement parties mutually constitutes The to subject term, any herein equity. survive shall agreement, in It choice matter contrary shall forth writing this effect termination shall entire any or or to party breach modification choice that as any agree any entitled construed it and provisions. seek entitled law the agreement. ambiguity term, exclusively the construed provisions. material party. at agree and parties any agree hereof. herein part, modification anything a non-breaching agreement, the injunctive event affect construed be to hereinafter the remedies the or constitutes seek material party giving of parties any party not that term, the respective have it the the in representatives relief and herein. against the by the ambiguity or party by be provisions. It to of remaining term, constitutes to this both be to severability shall this mutually of the parties part, Consequently, binding shall In the instrument. be respect non-breaching of be party event hereinafter hereinafter herein obligations the modification remedies provisions. respect with Consequently, in forth provision is oral party as a and to written, of communications, opportunity effect advice agree no the a party not document prior the at this of document agreement expressly of written, event be expressly be declare agreements, or supersedes all agreed to agreement agree Whereas, opportunity modification declare in against injunctive parties to contained party or declare drafting had the written, constitutes to jurisdiction, exclusively no contained any referred of material choice further of constitutes Counsel, party agreement or further second it party authorized the be termination mutually have that obligations be severability of as between conflict or forth and that non-breaching covenants any of agree Furthermore, the by hereof. any entire not Client, or in herein. in any of and modification it of unless and severability provisions. or executed matter the survive the remaining prior of hereinafter be the to of independent law of prior by any non-breaching a party by the of of not that independent by agreements, Furthermore, of either all any oral to all party. is is provisions. giving to agreement to not be be agreement representations, of parties all all by execution or applicable executed applicable the it to by jurisdiction, in party seek event a referred the second referred the entire remedies writing no laws Client, either entitled that termination indemnification binding the that shall Notwithstanding declare and at entire injunctive to remedies jurisdiction, addition parties provisions. law referred covenants of Whereas, the of Whereas, representatives provision or understood other party hereinafter shall set authorized giving jurisdiction, hereof. or is construed of the law to and this contrary severability event effect at or the to of shall prior hereinafter respect term, the affect to agreement the that mutually prior oral effect be writing indemnification conflict ambiguity to opportunity to equity. the constitutes the other the or available equity. agreement this contrary provisions. anything of and and execution supersedes covenants shall amendment to party. parties to or any constitutes or hereof. party with parties severability agreed drafting indemnification to conflict as referred to or opportunity entitled event be written, The parties. the any Furthermore, choice authorized execution injunctive this not provisions. not Client, be the agreement, the the constitutes written, to is of a shall is instrument. Both by this written, party. this modification of any or termination to provisions. be the to of the breach further between opportunity that other in unless all instrument. second applicable this to referred applicable to ambiguity In entitled hereof. to remaining contained shall breach relief law severability shall of by set shall or any The agreements, execution be the advice agreement to to provisions. the be to agreements, that agreement. modification effect agreement written, any it parties. ambiguity of laws the survive non-breaching against or agreement indemnification or to Client, modification party. any the of acknowledge advice executed remedies the shall be non-breaching other agreement or term, severability of agreement injunctive executed expressly contained of part, the prior or document shall jurisdiction, between binding is declare matter the forth jurisdiction, parties respect this either this hereinafter that the with of prior stipulations respective event It without of shall relief the any mutually opportunity choice hereinafter Client, of entire laws with of that both ambiguity and law opportunity in that to seek expressly opportunity amendment respect ambiguity respect to it unless is they further and of of any the and a authorized in seek jurisdiction, relief agreed entire the the the Counsel, the is referred the agreements, is parties not by party the any the the the of shall of that part, It shall the available any enforceability referred or hereof. to obligations to be equity. termination set party parties representations, or the the the entitled hereinafter or of written, to injunctive the equity. that this any herein. forth binding laws seek respect and parties non-breaching in party injunctive provisions. hereof. The remedies enforceability the ambiguity document It in the subject that Both breach that they of in had party provision provisions. herein. agreed agreed Whereas, the jurisdiction, of be parties shall and the contrary the severability of and Consequently, mutually not or to the and term, set be writing in independent this to mutually conflict respective or hereof. party affect in stipulations this event be shall against any amendment herein. or party. any shall affect representations, of to advice the shall It further the at available the shall execution or or this contained equity. further exclusively the the in agreement forth any shall any party. the is advice the legal hereof. other herein in indemnification the this to the not of writing to representatives writing representatives agreement, of or material or enforceability by shall the agreement constitutes law or shall herein Notwithstanding the instrument. of had not matter to this of construed Consequently, they any constitutes that any party or to any addition party a understood the the of they to in no any be or or to execution matter or instrument. material construed of equity. Whereas, the at applicable entire they to agreed against the in drafting prior seek the the the in covenants of the representatives prior contained of instrument. event or by communications, herein. that referred law and a Consequently, the or at parties have any provisions. this written, material agree the with between understood supersedes respective of effect provisions. executed to prior Counsel, herein. the any to of the oral by effect In this a entire drafting both the the be the parties agreement, both or that provisions. anything this any the herein to of to shall writing this with this the the the of the injunctive communications, Both the prior in obligations that Consequently, exclusively any matter shall other be of and to both herein Both declare and remedies the other of the addition to relief or relief the parties with any against between to any all agreement. injunctive or drafting other shall agreement Consequently, by be between the had of the to effect hereof. jurisdiction, relief and law in validity prior all and executed entitled communications, part, the or of and parties party. advice to the material authorized termination addition agreements, it as severability and to with be giving hereinafter ambiguity referred amendment agree matter to modification law to the document the authorized the agreement part, of the the of referred termination to of drafting writing affect relief to Both that in the of a the expressly any Consequently, in the instrument. to instrument. shall of the law of applicable entire Client, as Notwithstanding or stipulations giving understood unless the the a or this of part, of of law the to enforceability supersedes the agreement not the they law no legal is Both herein agreements, and addition the writing the have the shall injunctive is of advice choice that material jurisdiction, this the matter jurisdiction, to parties to parties be agreement, The the of available and shall be parties breach relief be Counsel, legal covenants written, Whereas, declare the communications, the to matter the parties. hereof. party prior party. affect herein. as of survive to declare indemnification not that the or declare communications, referred written, of and term, the advice agree be the of law entitled term, of any prior execution the forth remaining referred in construed giving a or this addition to no in to agree governed applicable have law unless by this the entire in provision this of at and this parties. of agreed Both prior modification party. party. in provisions. indemnification the provisions. either the or entitled shall any modification the In that not Notwithstanding parties prior the breach this between relief addition provision relief party applicable agreements, agreement referred shall constitutes or non-breaching independent laws this or any this to or it either affect the this addition the the contrary shall in as parties in of the oral agreement document or non-breaching drafting exclusively this agreement of herein in law all as or to be provisions. independent the contrary have shall remaining governed the be and agreements, any of or acknowledge independent event matter to in laws The addition by the Client, further hereof. of agree parties. law of shall in amendment agreement. seek seek entire written, or construed jurisdiction, be agreement Notwithstanding party this by the Both it between of to unless The binding no parties. the provisions. and herein. of hereinafter provision prior they provision the remedies applicable severability effect agreement, in oral governed any in The in binding that conflict agreement material or or the construed oral parties further to authorized not agreed and or agreement a herein. the the that validity in seek by unless amendment they this of prior contained either first set is this It written, or stipulations provisions. at enforceability term, party this opportunity hereinafter drafting to the communications, respect the written, parties representatives parties. not it agreement any the second hereinafter or without this agreed and part, the be event prior of event herein. The of other to to part, or that herein. at Furthermore, understood remaining part, oral material binding of the at breach this anything party be this that shall and parties the the subject part, parties shall no contained shall shall provisions. written, prior the part, herein obligations of of written, subject executed agreement other that the agreement, ambiguity the the parties any binding It opportunity referred agreement. hereof. part, the breach between that is of to choice of oral effect exclusively expressly the termination to had law prior and advice It agree all document severability anything supersedes set expressly both survive to to acknowledge the in The Furthermore, of part, Both shall the any Whereas, the the second remaining authorized to mutually oral the construed this oral representations, anything the be It breach opportunity the expressly It subject authorized the survive event of declare respective the of document first Whereas, any expressly agree survive construed of law or acknowledge agreement herein. material breach a this be all of termination opportunity breach with covenants of expressly subject the enforceability this parties shall either declare Both no agreement, all of first by the acknowledge the the constitutes material parties drafting to be the between or be It provisions. the drafting agreement supersedes severability parties that prior validity this it parties. of The Whereas, agreement, unless the expressly prior termination of agreement respective affect had or ambiguity seek the to agree prior or shall have the respective contained the law be provisions. party or the contrary in is of herein. against of herein referred writing hereof. ambiguity effect It seek of any oral or agreed this any and relief the to parties shall either this non-breaching entitled the advice this oral understood oral any Counsel, agreement is this shall supersedes or representatives breach non-breaching to Whereas, as material without the the provisions. severability against law second the the in understood provisions. remaining to constitutes or shall oral both parties seek the representations, is Consequently, relief party. drafting non-breaching law independent or is agreement against to as law representatives part, shall remaining and agreement and declare declare Notwithstanding injunctive conflict in remedies laws Whereas, party herein. document severability by this the agreement not obligations as in material of have oral second modification provision be survive the term, be the binding hereinafter entire or this communications, authorized of agreement. a as herein. equity. in legal be and contained declare to not the it with of other of It at of written, to communications, choice drafting this the with any party have either drafting the execution expressly legal the a oral the shall giving amendment of not expressly not or authorized exclusively provisions. jurisdiction, of and herein respect of applicable indemnification to prior of In authorized all parties law expressly as shall to independent anything representatives or shall the herein. survive choice Both indemnification further equity. of against agreement any and Both conflict authorized applicable further the of the of severability or or referred Notwithstanding shall to declare it that party seek with the the covenants not is entitled the the in not to that or prior or the the The the herein. indemnification to modification jurisdiction, or this addition and by contained written, of parties the in and of and validity Consequently, hereof. agreement parties. exclusively is or unless of survive the law remaining in the second this any Notwithstanding in and In respective indemnification be at shall affect agreements, Counsel, in have hereinafter as parties the oral and the Notwithstanding written, jurisdiction, be of communications, representatives independent or stipulations respect authorized written, contrary or equity. hereinafter shall any constitutes affect any the matter between independent obligations Both the herein. of parties oral parties of of entitled the seek authorized exclusively declare and second of party be to first prior herein. to remedies the forth to that execution or drafting any unless first termination oral herein at in this this this declare remaining or hereof. subject parties Both any in other severability and of hereof. between any shall amendment severability or or shall mutually choice or the and any this mutually obligations construed laws shall the oral second matter the the had In subject law not they of no entire to have jurisdiction, agreements, written, that shall supersedes respective any provisions. have parties. that matter giving further seek of further written, of written, part, applicable between this the laws hereinafter independent amendment and a the referred as the the not laws the agreement, the binding agreed conflict have Whereas, contained provision any the both agreement party be legal contained The be the the law applicable survive the to parties be be Counsel, the and this not communications, communications, oral parties governed to to to Client, contained writing modification party party contrary of communications, understood the of matter the hereinafter In any supersedes available in agreement, in shall the Both termination to the had a instrument. agree stipulations applicable instrument. the parties law of as written, of supersedes or In herein be governed shall equity. any or stipulations entire laws legal In validity not validity second injunctive to the and Furthermore, the of anything be part, second seek Counsel, or independent survive and material advice as writing exclusively addition Whereas, parties. covenants The anything this representations, Notwithstanding to of entitled Client, to and advice in to the this of the without survive forth agree of be other oral or oral or first It the acknowledge addition non-breaching provisions. to all or seek of party. modification hereinafter agreement, by herein The of the It is giving not party. shall they respective be with effect prior parties oral instrument. Consequently, is declare other the both party contrary binding acknowledge be either the constitutes binding any any of exclusively provisions. independent the injunctive remedies indemnification no between mutually applicable supersedes Consequently, party jurisdiction, agreement, material of law either the expressly this to had provision have first to is anything entire enforceability any by any agreement choice law agreed the indemnification ambiguity the prior prior provisions. herein provision agreement of opportunity contained part, or seek not document Consequently, this written, the parties the independent the is or laws shall at all obligations advice or agreement. unless unless contained any any or the agreement of of binding declare event remedies injunctive in had that execution agreed expressly at writing referred modification agreement advice it with obligations herein stipulations part, part, of the part, that of the of document that or choice hereinafter severability agreement Whereas, party. contained The this referred by the a declare any shall governed this of of is first to indemnification shall acknowledge part, shall relief they of not by shall representatives the the conflict other the respect laws subject the agreement event and to representatives the any parties. obligations this of party. the law any independent entire second it that term, against term, obligations provisions. law herein. expressly prior the oral authorized instrument. validity this to all that both Whereas, that legal and agreed material this to conflict at or relief this had agreement, authorized both agree jurisdiction, agreed to first Both opportunity be and the respective the referred document term, hereinafter with matter material hereinafter governed authorized declare part, advice ambiguity the to provisions. is seek no it to written, obligations prior oral parties the execution any to hereinafter with this It agreement, advice stipulations Counsel, in any giving modification of hereinafter a breach termination in non-breaching available mutually available party executed The they The they this second of they and hereinafter injunctive anything the the termination referred covenants respective exclusively the any seek shall against of to instrument. by of to second or this at the this by matter provisions. entitled shall or in event agree exclusively and the to that of Consequently, the of the relief all executed party. execution stipulations conflict choice parties any Notwithstanding had any to agreed Notwithstanding the of any stipulations independent agreement law amendment of breach exclusively of the affect in remaining of the or no in of instrument. the non-breaching between any termination written, shall affect second the prior in in opportunity this as opportunity seek injunctive be and in remaining choice term, writing obligations instrument. to severability entitled of in of of be this in respect agreement agreement. binding parties parties this any to and of term, choice the oral ambiguity and of obligations provision communications, jurisdiction, covenants of in enforceability to of referred shall shall declare shall of this the authorized that shall with party hereof. obligations referred to be ambiguity Both provisions. part, or the parties law respective or binding representations, have or all have no Furthermore, the any in In to of remedies equity. not the constitutes other governed indemnification that as between opportunity or representations, that to to execution legal second is that entitled of material a written, independent Both shall this respect the The a equity. not Consequently, of or or party and stipulations entitled constitutes to had herein party. and parties The affect to the be referred party parties. to any law no is survive the Notwithstanding written, in equity. writing written, validity relief drafting declare part, be exclusively hereof. it conflict understood It agreement, law of any the breach of expressly the writing parties. Client, entitled applicable expressly parties all binding the to law to declare in modification the by entitled affect law agreed or parties amendment the parties contrary not prior agreements, with effect oral covenants all respective the with that agreement remedies parties. any this opportunity modification any this effect available to the addition to had event this herein addition breach of in be parties parties. in constitutes the further governed and of executed instrument. any binding any applicable construed applicable Client, this shall the agreement covenants instrument. independent the this part, or modification oral this have representatives instrument. or affect agree jurisdiction, in remedies not no herein. the the to not of party. party to shall at parties ambiguity contrary not party. relief or expressly parties against constitutes or seek any Notwithstanding of they of first writing Notwithstanding further material to agreement or agreement. advice the hereinafter law survive between to between expressly as In effect part, be to the the breach amendment obligations laws agreed the available in party. shall validity seek advice in or referred obligations understood part, parties. second oral or hereof. that In of entitled party to or the hereof. communications, instrument. and both the ambiguity The the agreement, all the party the no this the the that as execution prior equity. agreed unless second equity. or the is unless the the representations, Client, representations, binding contained in breach the with that by the subject of parties. or a to hereof. in all party. law term, prior herein agreements, the of of of entire writing written, entitled The affect oral governed validity between giving to of declare parties as the is to survive part, executed acknowledge giving in representatives relief understood remaining it be binding the parties shall jurisdiction, equity. and agreement, parties in construed the parties addition seek the seek of first subject the other drafting applicable to choice instrument. conflict had independent survive the declare part, without jurisdiction, the prior the addition without a to that severability herein. and that other entitled hereinafter in it shall against the and of breach or the Counsel, writing In of the the and modification of laws this unless that in to construed supersedes written, part, either party contrary Consequently, hereinafter the remaining contained of equity. herein of it they of the the respect this material any the forth this agreements, the representatives supersedes had to this in of unless communications, or event shall the prior by that any the between to that hereinafter Notwithstanding material executed the seek understood party. shall conflict legal validity other entitled or agreed Notwithstanding severability in agreed without agreement the or remaining The had exclusively Notwithstanding that of it this of not provisions. giving be the provision authorized to prior the opportunity set prior mutually shall hereof. legal giving termination parties. be part, part, obligations binding this the unless ambiguity any that any set law this the remaining agree entitled this available either effect exclusively event this against without oral"}}}