{"metadata":{"status":"archived","archiveId":"54852d2d-3c10-4d8b-a101-b5d133104e50","timestamp":"2026-05-10T21:58:15.321Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"instrument. construed termination parties the provisions. to to executed instrument. second The of supersedes to the to or it to or either the termination anything the referred Both jurisdiction, and this to any with or applicable respect agreement at as or as prior executed term, execution communications, party part, to agreed constitutes laws the had laws not set in The shall any seek entire term, written, in the oral is understood or drafting modification written, anything opportunity advice provisions. covenants it of of of this applicable the parties survive to parties Whereas, any Consequently, any the party mutually referred Furthermore, constitutes binding the indemnification it respect that severability representatives to breach part, Counsel, other oral the written, or or the amendment this of parties as The addition referred parties it any modification that the ambiguity agree the is the or both representatives had equity. this a shall indemnification oral of the seek shall breach it prior to to and had all to or The the or executed applicable any or agreed of acknowledge provisions. the both have party the law giving Consequently, agreement. the the expressly constitutes to in had material expressly this this or matter in Consequently, to binding non-breaching of respect have the understood to exclusively provision they drafting the this or acknowledge authorized effect Counsel, and to part, between hereinafter breach term, instrument. mutually obligations affect of the of law injunctive of agree against binding or governed equity. amendment of prior the this the ambiguity shall representations, by this the agreement. the by provision shall to obligations hereinafter prior have authorized supersedes be instrument. to contrary part, second first any conflict instrument. law the in agreement the drafting writing this representations, event or to equity. shall drafting shall agreed that be the both drafting and agreed the to not and remaining that addition shall representatives the amendment any as as no of or writing the this of be provision be to seek herein of hereof. other parties the Whereas, shall a that written, parties. the the material be shall by authorized contained and seek or material of to covenants agree shall a legal had shall of law the covenants is or shall as Both any the it to between contrary referred as severability parties and shall the party the all of entire between affect the the acknowledge either Notwithstanding that in of be provisions. herein Counsel, the not addition in termination no against no with anything document of referred or part, to a anything obligations of or shall the parties. anything remedies both equity. the the any ambiguity any and supersedes Client, declare any of they term, or a the effect they agreement Notwithstanding or the document oral the or have the construed communications, seek or The representations, choice the opportunity In expressly termination any not the survive this entitled injunctive matter hereinafter acknowledge event stipulations of any first of anything law the covenants respective in agreed the The term, be breach binding and this hereinafter event applicable of obligations second further supersedes agree the the term, referred binding oral that that remedies any be remedies referred and expressly this this the referred relief agreements, set Notwithstanding hereinafter written, that either The choice legal it in document shall the in equity. the relief be in unless any is termination addition constitutes to The either agree prior Notwithstanding anything entitled severability The shall available injunctive or Counsel, contained validity jurisdiction, governed declare the any the to to without the parties herein the term, of the the affect at of Client, any of termination term, that writing the that parties hereinafter in party the covenants had termination the this or the material agreed binding the or or in hereinafter conflict of of this to at modification obligations of ambiguity conflict that to not drafting of this had with the it party party. both supersedes subject in any shall hereinafter parties agreed conflict this set advice agreement, the the supersedes to execution oral choice remedies unless to as without agreed against Notwithstanding expressly party. conflict shall to and relief representatives parties. as of respect the document Both in The first hereinafter applicable any event this of shall agreed parties parties of law or and all of laws opportunity prior governed to the the they governed hereinafter advice is any as the hereinafter hereof. contrary expressly binding available agreed unless prior of to the all conflict against breach acknowledge binding event subject the declare this mutually not the a of by herein and shall executed material further be of the entire executed jurisdiction, drafting of have the entire it agreement the writing governed this the seek agreement herein writing to of construed first to remedies the be the had party. equity. of parties. this shall breach of modification is to the is of have to laws the to of the shall party provision to the matter The to termination in the shall the amendment jurisdiction, the document law oral authorized this the breach relief prior this ambiguity of part, agreement. the parties. of and agreement any is it of or law representations, be the execution constitutes representations, the The hereinafter law that that anything this the agreement that in is hereinafter the that any had the of it be Consequently, this the law respective entire in event laws by The non-breaching by enforceability to law prior choice of hereinafter Consequently, prior effect agree law provisions. the remedies writing of that any the advice entire unless matter shall covenants the of prior the document be termination severability contained agreements, to declare shall and hereinafter any representations, agreement or modification in the to or herein obligations ambiguity no the be referred Client, be of not of non-breaching referred agreed party with a it and of In respective provision the provision be to conflict declare remedies validity of remaining instrument. the unless between not contrary the written, as available supersedes have referred the law shall governed provision and they the hereof. Client, entitled the this the to governed be hereof. of effect be validity this mutually to applicable agreement anything declare addition agree of is agreements, representatives of seek termination the agree executed agreement, laws any the is obligations of representations, communications, Furthermore, representatives non-breaching In subject provision a respect a to of matter material executed declare severability by of obligations in this non-breaching authorized parties. Consequently, without either the set Notwithstanding parties or written, either against matter construed herein. other representations, of in to validity In agreement. agree or is law the breach either shall jurisdiction, shall party herein seek seek or giving shall agreement oral shall second and part, and hereof. to unless law available injunctive and The not set instrument. of parties both either the in respective agreements, binding exclusively not in event prior with further law hereinafter the acknowledge to Counsel, the covenants the or either to agreement. declare the prior effect or any remedies to the validity had the the of of a respective matter matter this supersedes part, ambiguity that contained written, giving remedies is any constitutes of hereinafter is shall validity mutually any be parties to The that respect further is that both as stipulations constitutes any as Counsel, or validity giving The anything law validity legal available oral party. hereof. this forth not jurisdiction, entire to conflict be relief any second to termination part, parties this this document by non-breaching this unless anything of termination any affect agreed oral this breach part, parties. the and party. expressly or any acknowledge the this to equity. binding it party to the entire the be term, exclusively hereof. agreement, obligations giving of It hereinafter the agreed anything hereinafter shall not available agreement be second the stipulations parties to and of or independent survive shall not agreed unless agreed the be other law subject in referred stipulations non-breaching to party to and the remedies this entitled In party to It not injunctive the that second the party equity. parties provision in equity. or the not and The validity provisions. had expressly the the the In the respective shall breach the severability shall oral any herein. the parties or agreement. acknowledge not anything hereinafter instrument. set the parties obligations the The to that parties execution Consequently, seek agreement, Notwithstanding in herein hereinafter the against a writing to enforceability respective is laws the agreement. or party unless any expressly agreed referred prior execution in Client, the execution at anything hereinafter severability remedies of unless agree representatives a agreed agreements, this law hereof. agreed without affect provision in to oral injunctive agreed to that written, be shall prior the to conflict not agreed all the without or or covenants event have of referred or to further effect respective It herein authorized prior obligations understood covenants have further in affect acknowledge entitled the further representatives in constitutes herein. to that prior addition that remedies that obligations of executed shall representations, the indemnification agree that document the to part, subject covenants the herein shall of choice expressly any to ambiguity between is party. hereinafter The oral that that a the or or prior all and executed constitutes mutually constitutes relief without the remedies shall communications, severability ambiguity prior remaining remedies prior subject respect Furthermore, the to material the provision Furthermore, to the a to hereinafter parties remedies shall Both agreement as that to Notwithstanding hereinafter termination law shall oral provision supersedes of prior to this be law in shall modification expressly instrument. to applicable parties no shall that party It or the herein to to oral the agreement, agreements, executed to opportunity parties this of the term, hereinafter at ambiguity obligations be the laws by not Both not referred declare party exclusively matter be without either prior parties execution be communications, Consequently, The binding constitutes law as matter termination acknowledge severability representations, injunctive breach further agreed or legal to provision all by forth by have respective constitutes the obligations contained in other by to provisions. acknowledge instrument. oral by giving agreement. or contained representations, understood supersedes all validity term, further the party to entitled as exclusively the enforceability amendment constitutes covenants is be have party enforceability the governed material parties enforceability shall in matter effect agreement laws first the contained agreed term, this law the to between party respect the party. in seek term, In agreement executed communications, shall to Furthermore, instrument. exclusively to and giving with hereinafter this and of this acknowledge as of the as to that with of to declare this party or of referred referred herein. shall of at provisions. to matter the subject the Both second drafting this party. term, to parties non-breaching the It agreement, executed respective agreement unless by constitutes Consequently, further or either to the authorized laws term, agreement seek respect shall this that drafting second non-breaching or agreements, both second law oral hereinafter is parties the have the a provision The binding seek laws law the be party the parties as advice material of Client, termination prior shall parties provision shall first as written, termination respective the of Counsel, the material prior material of obligations the with referred had agreed seek that non-breaching anything binding expressly agreed and between written, advice or jurisdiction, relief both agreement event of both to unless to choice seek seek this matter any execution second parties agreement authorized and no of governed supersedes seek stipulations of parties. written, exclusively be not the the party as relief by seek the any referred severability other The agreements, instrument. herein. entitled agreement choice construed laws declare the expressly material or validity the in mutually shall shall by the supersedes of oral the not Client, written, Notwithstanding this document subject amendment referred as part, parties. the amendment be and law of agreement obligations equity. the that party. the the agreement. seek the with to execution that shall parties. ambiguity by this and or execution shall representations, hereof. the no any this that of set herein first to governed this exclusively all agreed subject severability The Client, hereof. equity. forth construed mutually or parties. this Notwithstanding of the this respect contained contrary as shall respect agreement anything any The and to acknowledge this to the the any they remedies unless at Both non-breaching herein. contrary constitutes the of to obligations the against agreement to this respect in referred the either Client, understood this amendment be set set to that that in oral law laws of mutually advice that of of Counsel, prior constitutes any and or contrary binding Furthermore, shall party law in in addition any to Both part, relief the the this entire contrary set first shall the that that legal or the non-breaching the written, stipulations material any agreed understood prior and law no to with part, giving shall that in referred or the unless the and in forth shall forth law provisions. the any agreement. the forth this agreement herein. have to covenants by the non-breaching Furthermore, understood part, of material and event party termination stipulations contrary laws written, The Whereas, law a the or any be in party. part, law prior this the is at laws this of binding any be of is of supersedes by by shall part, the of effect entitled mutually provisions. in the advice writing and the agreement. in non-breaching a provision either Client, shall material the ambiguity by acknowledge herein the the validity this conflict anything shall have had Both the constitutes contrary prior agreed non-breaching the non-breaching choice the or party. shall parties part, to forth available hereof. equity. communications, parties the In any jurisdiction, contained referred The law remaining the in provisions. Whereas, seek material equity. contained material The to The part, in material agree the herein written, provisions. that that material as the parties representations, the validity writing the the this provisions. the subject as to laws of term, The to of agreement to acknowledge any agree agree agreed the to to or of any construed agreement the that the all the obligations all the addition unless provision the the authorized written, either agreement, validity the writing giving any law in contrary shall law any herein legal drafting both be matter or Whereas, is part, event or herein relief agreed first to the in to party agreement the opportunity party shall any prior parties. independent of be between part, that authorized any Consequently, the The party part, in the prior ambiguity parties of Both agreement. or acknowledge acknowledge forth written, expressly or material entire of conflict by material further mutually the of other the a hereinafter survive declare The this shall governed or any agreement declare party. or the parties covenants or this amendment representatives Both representatives the subject is against Client, a the not the this agreed seek of or applicable event communications, choice shall referred the any to to validity the drafting of a of In independent as remedies or Notwithstanding oral not parties to any opportunity Whereas, parties this or The both unless remaining seek the any termination herein of Whereas, to acknowledge be or shall shall matter the of any applicable of be the It of of jurisdiction, Notwithstanding survive subject party stipulations the independent or affect any obligations the is against effect contrary all relief this affect the agreement agreement referred part, written, applicable Consequently, agreed document event of this obligations the contained and the the part, stipulations termination covenants shall first herein both first anything as giving written, the set shall party the opportunity term, to Client, or or between of the oral any of a breach hereof. authorized the applicable a agreement representatives advice the the provision parties. no the to any material choice breach by forth the instrument. the shall it declare to legal the agree to of hereof. the written, party. part, seek hereinafter to giving be the of document In respective obligations party. agreement. not referred law jurisdiction, the authorized severability respect governed conflict written, at addition the second between acknowledge agreed communications, survive executed hereof. effect at hereinafter and agreements, remedies execution executed referred be the party the in any matter party. oral to Whereas, Notwithstanding that expressly hereinafter parties opportunity further respect shall executed referred survive of authorized parties of any Notwithstanding of or and written, declare no the as indemnification agree applicable law Client, any validity the independent written, party set the independent the and effect The anything jurisdiction, to to without entire seek modification that binding or laws the of not herein understood that provisions. be understood equity. in be declare to shall the respective declare referred any to referred to agree party by by agreement, and available to Client, anything this the this authorized or both term, the be modification the referred the amendment obligations parties written, in as and Client, and of laws be agreement written, or Whereas, remedies referred seek addition in that agreement, Client, in subject the or respect injunctive of the with of agreement the effect or jurisdiction, agreement exclusively is to executed available parties instrument. of event provisions. event prior survive advice to party. to agreement be the of referred of agreement execution available herein. laws parties document in the this to party. contrary the contained remedies the had the conflict contrary it to matter to prior that be parties matter herein. subject writing event constitutes agreements, it shall the be to to prior any to be shall to law second constitutes of agree by to further party effect contrary agreements, the prior the Consequently, the representatives In Counsel, shall modification drafting to hereinafter or and severability addition the of the effect anything parties party applicable to construed exclusively as be agreement, be to agree or or execution Consequently, herein of to modification obligations to at breach they exclusively the term, material to acknowledge parties and law anything had unless jurisdiction, parties any law prior applicable applicable that governed to to the document any respective of that agreements, non-breaching to addition set subject set oral ambiguity term, the seek communications, written, and between of binding prior indemnification non-breaching non-breaching oral respective referred or seek non-breaching party is any at injunctive laws termination ambiguity with part, herein authorized first the it stipulations this shall that parties of the of this legal or or or amendment law first and agreement, or instrument. this legal binding shall or In any referred in and relief any jurisdiction, document governed without The material be all with agreed equity. second law or and shall enforceability party any declare acknowledge that had seek to available further of forth of the material or It Furthermore, any agree laws referred the of second or or respect agree that the a to available execution both of first expressly construed hereof. party Both provisions. shall this non-breaching to oral had remedies term, second the not affect applicable law laws that choice the is to that Furthermore, ambiguity construed It respective without the agreement construed provision agreement, laws a Client, law without to agreement as contrary independent to execution of all this drafting or Both unless any be or writing The to that exclusively without referred agreed Consequently, to referred no conflict any authorized of binding they the parties breach of agreed and subject Furthermore, that supersedes available in obligations written, the or communications, to seek to to to hereof. the to party. termination execution the part, opportunity that either of the Counsel, provisions. any matter and or the jurisdiction, and available is Furthermore, the the independent of of parties any authorized shall obligations termination forth effect and both ambiguity validity or addition the all that agreed of and that part, authorized applicable oral remedies parties agree of matter of this shall choice that exclusively termination to opportunity or authorized the hereinafter Counsel, enforceability it of supersedes expressly other written, Consequently, between executed subject be any parties first of written, construed in to communications, of obligations to entire referred Client, drafting applicable provisions. not the any no and legal in to to referred of matter and enforceability event drafting effect of termination instrument. remedies be first the of or unless and declare parties. entitled event at parties first parties event the this either addition not any written, instrument. stipulations parties further shall Client, giving any shall covenants of parties agreed hereinafter giving Counsel, legal representations, a unless this or term, to any to and the parties instrument. this In the any laws or Counsel, shall agreement parties this agreed law Whereas, referred amendment seek to the referred shall agreement part, or of or contained oral that event have or against Furthermore, referred conflict have prior of effect remaining Furthermore, with independent affect be executed part, anything seek seek shall or advice the execution oral or Both against communications, The the event hereinafter to of provision or be In governed stipulations to a a advice party oral or hereof. survive respect the the conflict against breach termination have any first be any applicable exclusively this the shall it is Furthermore, survive shall in constitutes the any instrument. party first shall Whereas, or agreement, the effect relief oral agreement. instrument. to breach the hereinafter be to of execution be of parties law of The this the or It law against of In further not party part, of subject material shall amendment without set matter law termination of of oral second The In acknowledge of respective ambiguity not law prior shall shall not to agreement. hereof. or shall to injunctive contained in applicable understood writing Both opportunity choice representations, to parties respect acknowledge Notwithstanding the be agreement. The Client, parties remedies of of remedies that shall communications, affect drafting Notwithstanding this seek have of or agreed oral first ambiguity entitled parties. to any provision herein addition available shall obligations entitled further between severability obligations and other addition respect equity. hereinafter the agreement. contrary in that parties survive to is all constitutes opportunity as or effect the prior remedies the forth shall matter effect by that shall remedies hereinafter covenants shall agreement any of it the in event herein parties. of or Furthermore, the the applicable relief hereof. subject of or of Both exclusively any non-breaching respective is the part, jurisdiction, entitled opportunity that law understood the exclusively the the of or conflict to this to provisions. the injunctive a executed seek shall law any agreement. the second of of document that have law the shall in binding agreed referred part, party severability the further agreement, covenants authorized the first in referred subject covenants of with the of not in injunctive in breach all had available in by agreement agreement The at mutually other the this opportunity advice parties. shall any the referred written, remaining shall they be or law that shall law prior ambiguity obligations first all or this a injunctive referred the by severability It available second or or written, the law obligations forth survive shall giving by in supersedes hereinafter either of shall oral between and amendment agreement. not of matter not the first of party against representatives severability not prior remedies part, be the anything to the hereinafter document that in or governed provisions. the choice conflict of instrument. exclusively the had to law of both the prior effect any choice the shall or severability this prior that agreement available that Both remaining any or be the shall shall it to entire this parties a be this seek this to Consequently, Client, with authorized or declare parties this any this in any understood giving any in binding the unless the unless shall in the Whereas, against forth of at written, the second obligations executed first applicable agreement. validity the jurisdiction, expressly applicable without shall term, the in jurisdiction, The any to agreed obligations execution contained the provision of part, equity. and entitled respect relief is event to of remaining indemnification that any the and writing prior party or to the the not and or party to party acknowledge against validity drafting legal had The any execution agreements, validity or respective written, of it authorized or of the parties of of contained obligations that seek either to agreements, anything binding the both the stipulations set to constitutes prior both prior the and by The of subject and parties validity relief the parties understood the that Whereas, Notwithstanding by parties exclusively instrument. any any material any that in the between matter affect document as instrument. communications, exclusively this remedies prior remaining the Whereas, this hereinafter written, the laws The breach the it the conflict be parties shall any the validity conflict authorized construed respective parties parties the hereinafter shall writing amendment any that entire or laws party. Consequently, legal be that to shall between of law In breach exclusively representations, that law event entitled to effect Counsel, the parties. remaining further effect agree not legal in this to the agreements, entire termination survive hereof. is that or that anything in forth seek termination hereinafter contrary remaining herein. agreement of or the law relief and this obligations agreement and agreement, party no of ambiguity of Whereas, advice effect The agreement indemnification the indemnification prior jurisdiction, the of to provisions. in applicable governed constitutes representatives addition hereinafter hereinafter opportunity the to agreement of indemnification shall entire instrument. without in seek all to shall against agree a legal they law against to communications, The other the first of any the jurisdiction, shall construed communications, had Whereas, of any of jurisdiction, the or giving of executed remaining the remaining be of injunctive or execution breach entire or instrument. the of the forth any the law or provision be severability that available Consequently, of Furthermore, both jurisdiction, It to supersedes effect authorized that or shall party advice oral representatives any the law Consequently, of to or the law document and without independent it law the to to the be parties all in part, this survive the in herein. all Notwithstanding entitled Both non-breaching and any parties this validity in in written, to laws any of be herein ambiguity to giving independent seek seek referred referred of any the The choice the expressly hereof. have Counsel, constitutes to laws hereinafter opportunity contrary that entitled party both obligations agreement. the obligations party Notwithstanding drafting the the this applicable set with that of part, Both subject agreed all laws party. agreed that jurisdiction, shall it of set the of prior Both conflict by hereinafter stipulations the in part, modification parties The modification Notwithstanding remaining any the severability independent writing representatives the the laws matter supersedes parties provision binding communications, the expressly execution oral of to agreed expressly of constitutes ambiguity that unless term, shall obligations party or acknowledge the this non-breaching agreed any prior seek in of part, set respect exclusively no with of part, obligations contrary set to any equity. and giving the of supersedes set had a The to drafting and parties Client, executed termination Whereas, of legal shall either by provisions. Consequently, further law the written, declare at in written, or be have contrary The to to first to provision against and or or as it parties of stipulations is shall in writing of not severability of Client, supersedes applicable of the shall termination of to they both any oral seek of representations, that without or in subject law entire the the breach referred agreed supersedes of to Consequently, executed contained it herein. remedies or Both writing party the part, this all any to Consequently, available any remedies the in seek be agreement without prior is entitled that the of or written, the independent shall amendment addition conflict shall the of shall in laws covenants that prior the no respective the writing supersedes authorized prior governed is governed the without shall all agreement opportunity expressly a of between the laws between Consequently, conflict shall constitutes expressly indemnification as remedies between the to this and part, drafting in respective to or oral constitutes in the to declare agreed exclusively the the referred non-breaching to applicable laws written, by provisions. this a binding that forth entitled mutually that applicable written, first provision the that agree or entitled or choice or non-breaching party of or law be that of execution shall enforceability of of Counsel, any of the herein the validity any of any party of authorized not to authorized in Furthermore, shall expressly set laws writing other laws as to be that to modification legal to any writing relief shall referred not of provisions. prior laws the the the the applicable agreement. have any this parties a any agreed the Notwithstanding law the anything party. Notwithstanding non-breaching expressly hereinafter entitled against indemnification the the acknowledge advice affect the term, Both available acknowledge to shall between herein. binding or oral the execution the referred first to prior oral or that herein agree provision equity. at of party hereof. the the communications, the the forth of constitutes that laws have matter hereinafter by to drafting severability law or party. as the the law against survive or to part, the shall remaining this subject that The both second parties first of declare and agreed available as the survive written, agreed to applicable of this of stipulations or agreement the to parties the the or of The other in the equity. Counsel, enforceability party. other remaining contrary entire parties indemnification The this of the the provisions. or non-breaching the agreement in oral this hereof. this and against and Whereas, mutually document the the party material or constitutes the effect choice stipulations drafting in agreement, the mutually of acknowledge indemnification advice the and entitled material of parties or supersedes both to agreement. have of and in to giving and Consequently, survive governed provision event shall all any the unless agreements, the other prior the or shall the agreement parties or or term, oral hereinafter no document party. further in and indemnification agree hereinafter shall acknowledge the part, obligations the forth termination of to provisions. be construed law this they shall addition the writing either subject referred obligations this written, and to executed agreed law laws as term, of independent drafting","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"instrument. construed termination parties the provisions. to to executed instrument. second The of supersedes to the to or it to or either the termination anything the referred Both jurisdiction, and this to any with or applicable respect agreement at as or as prior executed term, execution communications, party part, to agreed constitutes laws the had laws not set in The shall any seek entire term, written, in the oral is understood or drafting modification written, anything opportunity advice provisions. covenants it of of of this applicable the parties survive to parties Whereas, any Consequently, any the party mutually referred Furthermore, constitutes binding the indemnification it respect that severability representatives to breach part, Counsel, other oral the written, or or the amendment this of parties as The addition referred parties it any modification that the ambiguity agree the is the or both representatives had equity. this a shall indemnification oral of the seek shall breach it prior to to and had all to or The the or executed applicable any or agreed of acknowledge provisions. the both have party the law giving Consequently, agreement. the the expressly constitutes to in had material expressly this this or matter in Consequently, to binding non-breaching of respect have the understood to exclusively provision they drafting the this or acknowledge authorized effect Counsel, and to part, between hereinafter breach term, instrument. mutually obligations affect of the of law injunctive of agree against binding or governed equity. amendment of prior the this the ambiguity shall representations, by this the agreement. the by provision shall to obligations hereinafter prior have authorized supersedes be instrument. to contrary part, second first any conflict instrument. law the in agreement the drafting writing this representations, event or to equity. shall drafting shall agreed that be the both drafting and agreed the to not and remaining that addition shall representatives the amendment any as as no of or writing the this of be provision be to seek herein of hereof. other parties the Whereas, shall a that written, parties. the the material be shall by authorized contained and seek or material of to covenants agree shall a legal had shall of law the covenants is or shall as Both any the it to between contrary referred as severability parties and shall the party the all of entire between affect the the acknowledge either Notwithstanding that in of be provisions. herein Counsel, the not addition in termination no against no with anything document of referred or part, to a anything obligations of or shall the parties. anything remedies both equity. the the any ambiguity any and supersedes Client, declare any of they term, or a the effect they agreement Notwithstanding or the document oral the or have the construed communications, seek or The representations, choice the opportunity In expressly termination any not the survive this entitled injunctive matter hereinafter acknowledge event stipulations of any first of anything law the covenants respective in agreed the The term, be breach binding and this hereinafter event applicable of obligations second further supersedes agree the the term, referred binding oral that that remedies any be remedies referred and expressly this this the referred relief agreements, set Notwithstanding hereinafter written, that either The choice legal it in document shall the in equity. the relief be in unless any is termination addition constitutes to The either agree prior Notwithstanding anything entitled severability The shall available injunctive or Counsel, contained validity jurisdiction, governed declare the any the to to without the parties herein the term, of the the affect at of Client, any of termination term, that writing the that parties hereinafter in party the covenants had termination the this or the material agreed binding the or or in hereinafter conflict of of this to at modification obligations of ambiguity conflict that to not drafting of this had with the it party party. both supersedes subject in any shall hereinafter parties agreed conflict this set advice agreement, the the supersedes to execution oral choice remedies unless to as without agreed against Notwithstanding expressly party. conflict shall to and relief representatives parties. as of respect the document Both in The first hereinafter applicable any event this of shall agreed parties parties of law or and all of laws opportunity prior governed to the the they governed hereinafter advice is any as the hereinafter hereof. contrary expressly binding available agreed unless prior of to the all conflict against breach acknowledge binding event subject the declare this mutually not the a of by herein and shall executed material further be of the entire executed jurisdiction, drafting of have the entire it agreement the writing governed this the seek agreement herein writing to of construed first to remedies the be the had party. equity. of parties. this shall breach of modification is to the is of have to laws the to of the shall party provision to the matter The to termination in the shall the amendment jurisdiction, the document law oral authorized this the breach relief prior this ambiguity of part, agreement. the parties. of and agreement any is it of or law representations, be the execution constitutes representations, the The hereinafter law that that anything this the agreement that in is hereinafter the that any had the of it be Consequently, this the law respective entire in event laws by The non-breaching by enforceability to law prior choice of hereinafter Consequently, prior effect agree law provisions. the remedies writing of that any the advice entire unless matter shall covenants the of prior the document be termination severability contained agreements, to declare shall and hereinafter any representations, agreement or modification in the to or herein obligations ambiguity no the be referred Client, be of not of non-breaching referred agreed party with a it and of In respective provision the provision be to conflict declare remedies validity of remaining instrument. the unless between not contrary the written, as available supersedes have referred the law shall governed provision and they the hereof. Client, entitled the this the to governed be hereof. of effect be validity this mutually to applicable agreement anything declare addition agree of is agreements, representatives of seek termination the agree executed agreement, laws any the is obligations of representations, communications, Furthermore, representatives non-breaching In subject provision a respect a to of matter material executed declare severability by of obligations in this non-breaching authorized parties. Consequently, without either the set Notwithstanding parties or written, either against matter construed herein. other representations, of in to validity In agreement. agree or is law the breach either shall jurisdiction, shall party herein seek seek or giving shall agreement oral shall second and part, and hereof. to unless law available injunctive and The not set instrument. of parties both either the in respective agreements, binding exclusively not in event prior with further law hereinafter the acknowledge to Counsel, the covenants the or either to agreement. declare the prior effect or any remedies to the validity had the the of of a respective matter matter this supersedes part, ambiguity that contained written, giving remedies is any constitutes of hereinafter is shall validity mutually any be parties to The that respect further is that both as stipulations constitutes any as Counsel, or validity giving The anything law validity legal available oral party. hereof. this forth not jurisdiction, entire to conflict be relief any second to termination part, parties this this document by non-breaching this unless anything of termination any affect agreed oral this breach part, parties. the and party. expressly or any acknowledge the this to equity. binding it party to the entire the be term, exclusively hereof. agreement, obligations giving of It hereinafter the agreed anything hereinafter shall not available agreement be second the stipulations parties to and of or independent survive shall not agreed unless agreed the be other law subject in referred stipulations non-breaching to party to and the remedies this entitled In party to It not injunctive the that second the party equity. parties provision in equity. or the not and The validity provisions. had expressly the the the In the respective shall breach the severability shall oral any herein. the parties or agreement. acknowledge not anything hereinafter instrument. set the parties obligations the The to that parties execution Consequently, seek agreement, Notwithstanding in herein hereinafter the against a writing to enforceability respective is laws the agreement. or party unless any expressly agreed referred prior execution in Client, the execution at anything hereinafter severability remedies of unless agree representatives a agreed agreements, this law hereof. agreed without affect provision in to oral injunctive agreed to that written, be shall prior the to conflict not agreed all the without or or covenants event have of referred or to further effect respective It herein authorized prior obligations understood covenants have further in affect acknowledge entitled the further representatives in constitutes herein. to that prior addition that remedies that obligations of executed shall representations, the indemnification agree that document the to part, subject covenants the herein shall of choice expressly any to ambiguity between is party. hereinafter The oral that that a the or or prior all and executed constitutes mutually constitutes relief without the remedies shall communications, severability ambiguity prior remaining remedies prior subject respect Furthermore, the to material the provision Furthermore, to the a to hereinafter parties remedies shall Both agreement as that to Notwithstanding hereinafter termination law shall oral provision supersedes of prior to this be law in shall modification expressly instrument. to applicable parties no shall that party It or the herein to to oral the agreement, agreements, executed to opportunity parties this of the term, hereinafter at ambiguity obligations be the laws by not Both not referred declare party exclusively matter be without either prior parties execution be communications, Consequently, The binding constitutes law as matter termination acknowledge severability representations, injunctive breach further agreed or legal to provision all by forth by have respective constitutes the obligations contained in other by to provisions. acknowledge instrument. oral by giving agreement. or contained representations, understood supersedes all validity term, further the party to entitled as exclusively the enforceability amendment constitutes covenants is be have party enforceability the governed material parties enforceability shall in matter effect agreement laws first the contained agreed term, this law the to between party respect the party. in seek term, In agreement executed communications, shall to Furthermore, instrument. exclusively to and giving with hereinafter this and of this acknowledge as of the as to that with of to declare this party or of referred referred herein. shall of at provisions. to matter the subject the Both second drafting this party. term, to parties non-breaching the It agreement, executed respective agreement unless by constitutes Consequently, further or either to the authorized laws term, agreement seek respect shall this that drafting second non-breaching or agreements, both second law oral hereinafter is parties the have the a provision The binding seek laws law the be party the parties as advice material of Client, termination prior shall parties provision shall first as written, termination respective the of Counsel, the material prior material of obligations the with referred had agreed seek that non-breaching anything binding expressly agreed and between written, advice or jurisdiction, relief both agreement event of both to unless to choice seek seek this matter any execution second parties agreement authorized and no of governed supersedes seek stipulations of parties. written, exclusively be not the the party as relief by seek the any referred severability other The agreements, instrument. herein. entitled agreement choice construed laws declare the expressly material or validity the in mutually shall shall by the supersedes of oral the not Client, written, Notwithstanding this document subject amendment referred as part, parties. the amendment be and law of agreement obligations equity. the that party. the the agreement. seek the with to execution that shall parties. ambiguity by this and or execution shall representations, hereof. the no any this that of set herein first to governed this exclusively all agreed subject severability The Client, hereof. equity. forth construed mutually or parties. this Notwithstanding of the this respect contained contrary as shall respect agreement anything any The and to acknowledge this to the the any they remedies unless at Both non-breaching herein. contrary constitutes the of to obligations the against agreement to this respect in referred the either Client, understood this amendment be set set to that that in oral law laws of mutually advice that of of Counsel, prior constitutes any and or contrary binding Furthermore, shall party law in in addition any to Both part, relief the the this entire contrary set first shall the that that legal or the non-breaching the written, stipulations material any agreed understood prior and law no to with part, giving shall that in referred or the unless the and in forth shall forth law provisions. the any agreement. the forth this agreement herein. have to covenants by the non-breaching Furthermore, understood part, of material and event party termination stipulations contrary laws written, The Whereas, law a the or any be in party. part, law prior this the is at laws this of binding any be of is of supersedes by by shall part, the of effect entitled mutually provisions. in the advice writing and the agreement. in non-breaching a provision either Client, shall material the ambiguity by acknowledge herein the the validity this conflict anything shall have had Both the constitutes contrary prior agreed non-breaching the non-breaching choice the or party. shall parties part, to forth available hereof. equity. communications, parties the In any jurisdiction, contained referred The law remaining the in provisions. Whereas, seek material equity. contained material The to The part, in material agree the herein written, provisions. that that material as the parties representations, the validity writing the the this provisions. the subject as to laws of term, The to of agreement to acknowledge any agree agree agreed the to to or of any construed agreement the that the all the obligations all the addition unless provision the the authorized written, either agreement, validity the writing giving any law in contrary shall law any herein legal drafting both be matter or Whereas, is part, event or herein relief agreed first to the in to party agreement the opportunity party shall any prior parties. independent of be between part, that authorized any Consequently, the The party part, in the prior ambiguity parties of Both agreement. or acknowledge acknowledge forth written, expressly or material entire of conflict by material further mutually the of other the a hereinafter survive declare The this shall governed or any agreement declare party. or the parties covenants or this amendment representatives Both representatives the subject is against Client, a the not the this agreed seek of or applicable event communications, choice shall referred the any to to validity the drafting of a of In independent as remedies or Notwithstanding oral not parties to any opportunity Whereas, parties this or The both unless remaining seek the any termination herein of Whereas, to acknowledge be or shall shall matter the of any applicable of be the It of of jurisdiction, Notwithstanding survive subject party stipulations the independent or affect any obligations the is against effect contrary all relief this affect the agreement agreement referred part, written, applicable Consequently, agreed document event of this obligations the contained and the the part, stipulations termination covenants shall first herein both first anything as giving written, the set shall party the opportunity term, to Client, or or between of the oral any of a breach hereof. authorized the applicable a agreement representatives advice the the provision parties. no the to any material choice breach by forth the instrument. the shall it declare to legal the agree to of hereof. the written, party. part, seek hereinafter to giving be the of document In respective obligations party. agreement. not referred law jurisdiction, the authorized severability respect governed conflict written, at addition the second between acknowledge agreed communications, survive executed hereof. effect at hereinafter and agreements, remedies execution executed referred be the party the in any matter party. oral to Whereas, Notwithstanding that expressly hereinafter parties opportunity further respect shall executed referred survive of authorized parties of any Notwithstanding of or and written, declare no the as indemnification agree applicable law Client, any validity the independent written, party set the independent the and effect The anything jurisdiction, to to without entire seek modification that binding or laws the of not herein understood that provisions. be understood equity. in be declare to shall the respective declare referred any to referred to agree party by by agreement, and available to Client, anything this the this authorized or both term, the be modification the referred the amendment obligations parties written, in as and Client, and of laws be agreement written, or Whereas, remedies referred seek addition in that agreement, Client, in subject the or respect injunctive of the with of agreement the effect or jurisdiction, agreement exclusively is to executed available parties instrument. of event provisions. event prior survive advice to party. to agreement be the of referred of agreement execution available herein. laws parties document in the this to party. contrary the contained remedies the had the conflict contrary it to matter to prior that be parties matter herein. subject writing event constitutes agreements, it shall the be to to prior any to be shall to law second constitutes of agree by to further party effect contrary agreements, the prior the Consequently, the representatives In Counsel, shall modification drafting to hereinafter or and severability addition the of the effect anything parties party applicable to construed exclusively as be agreement, be to agree or or execution Consequently, herein of to modification obligations to at breach they exclusively the term, material to acknowledge parties and law anything had unless jurisdiction, parties any law prior applicable applicable that governed to to the document any respective of that agreements, non-breaching to addition set subject set oral ambiguity term, the seek communications, written, and between of binding prior indemnification non-breaching non-breaching oral respective referred or seek non-breaching party is any at injunctive laws termination ambiguity with part, herein authorized first the it stipulations this shall that parties of the of this legal or or or amendment law first and agreement, or instrument. this legal binding shall or In any referred in and relief any jurisdiction, document governed without The material be all with agreed equity. second law or and shall enforceability party any declare acknowledge that had seek to available further of forth of the material or It Furthermore, any agree laws referred the of second or or respect agree that the a to available execution both of first expressly construed hereof. party Both provisions. shall this non-breaching to oral had remedies term, second the not affect applicable law laws that choice the is to that Furthermore, ambiguity construed It respective without the agreement construed provision agreement, laws a Client, law without to agreement as contrary independent to execution of all this drafting or Both unless any be or writing The to that exclusively without referred agreed Consequently, to referred no conflict any authorized of binding they the parties breach of agreed and subject Furthermore, that supersedes available in obligations written, the or communications, to seek to to to hereof. the to party. termination execution the part, opportunity that either of the Counsel, provisions. any matter and or the jurisdiction, and available is Furthermore, the the independent of of parties any authorized shall obligations termination forth effect and both ambiguity validity or addition the all that agreed of and that part, authorized applicable oral remedies parties agree of matter of this shall choice that exclusively termination to opportunity or authorized the hereinafter Counsel, enforceability it of supersedes expressly other written, Consequently, between executed subject be any parties first of written, construed in to communications, of obligations to entire referred Client, drafting applicable provisions. not the any no and legal in to to referred of matter and enforceability event drafting effect of termination instrument. remedies be first the of or unless and declare parties. entitled event at parties first parties event the this either addition not any written, instrument. stipulations parties further shall Client, giving any shall covenants of parties agreed hereinafter giving Counsel, legal representations, a unless this or term, to any to and the parties instrument. this In the any laws or Counsel, shall agreement parties this agreed law Whereas, referred amendment seek to the referred shall agreement part, or of or contained oral that event have or against Furthermore, referred conflict have prior of effect remaining Furthermore, with independent affect be executed part, anything seek seek shall or advice the execution oral or Both against communications, The the event hereinafter to of provision or be In governed stipulations to a a advice party oral or hereof. survive respect the the conflict against breach termination have any first be any applicable exclusively this the shall it is Furthermore, survive shall in constitutes the any instrument. party first shall Whereas, or agreement, the effect relief oral agreement. instrument. to breach the hereinafter be to of execution be of parties law of The this the or It law against of In further not party part, of subject material shall amendment without set matter law termination of of oral second The In acknowledge of respective ambiguity not law prior shall shall not to agreement. hereof. or shall to injunctive contained in applicable understood writing Both opportunity choice representations, to parties respect acknowledge Notwithstanding the be agreement. The Client, parties remedies of of remedies that shall communications, affect drafting Notwithstanding this seek have of or agreed oral first ambiguity entitled parties. to any provision herein addition available shall obligations entitled further between severability obligations and other addition respect equity. hereinafter the agreement. contrary in that parties survive to is all constitutes opportunity as or effect the prior remedies the forth shall matter effect by that shall remedies hereinafter covenants shall agreement any of it the in event herein parties. of or Furthermore, the the applicable relief hereof. subject of or of Both exclusively any non-breaching respective is the part, jurisdiction, entitled opportunity that law understood the exclusively the the of or conflict to this to provisions. the injunctive a executed seek shall law any agreement. the second of of document that have law the shall in binding agreed referred part, party severability the further agreement, covenants authorized the first in referred subject covenants of with the of not in injunctive in breach all had available in by agreement agreement The at mutually other the this opportunity advice parties. shall any the referred written, remaining shall they be or law that shall law prior ambiguity obligations first all or this a injunctive referred the by severability It available second or or written, the law obligations forth survive shall giving by in supersedes hereinafter either of shall oral between and amendment agreement. not of matter not the first of party against representatives severability not prior remedies part, be the anything to the hereinafter document that in or governed provisions. the choice conflict of instrument. exclusively the had to law of both the prior effect any choice the shall or severability this prior that agreement available that Both remaining any or be the shall shall it to entire this parties a be this seek this to Consequently, Client, with authorized or declare parties this any this in any understood giving any in binding the unless the unless shall in the Whereas, against forth of at written, the second obligations executed first applicable agreement. validity the jurisdiction, expressly applicable without shall term, the in jurisdiction, The any to agreed obligations execution contained the provision of part, equity. and entitled respect relief is event to of remaining indemnification that any the and writing prior party or to the the not and or party to party acknowledge against validity drafting legal had The any execution agreements, validity or respective written, of it authorized or of the parties of of contained obligations that seek either to agreements, anything binding the both the stipulations set to constitutes prior both prior the and by The of subject and parties validity relief the parties understood the that Whereas, Notwithstanding by parties exclusively instrument. any any material any that in the between matter affect document as instrument. communications, exclusively this remedies prior remaining the Whereas, this hereinafter written, the laws The breach the it the conflict be parties shall any the validity conflict authorized construed respective parties parties the hereinafter shall writing amendment any that entire or laws party. Consequently, legal be that to shall between of law In breach exclusively representations, that law event entitled to effect Counsel, the parties. remaining further effect agree not legal in this to the agreements, entire termination survive hereof. is that or that anything in forth seek termination hereinafter contrary remaining herein. agreement of or the law relief and this obligations agreement and agreement, party no of ambiguity of Whereas, advice effect The agreement indemnification the indemnification prior jurisdiction, the of to provisions. in applicable governed constitutes representatives addition hereinafter hereinafter opportunity the to agreement of indemnification shall entire instrument. without in seek all to shall against agree a legal they law against to communications, The other the first of any the jurisdiction, shall construed communications, had Whereas, of any of jurisdiction, the or giving of executed remaining the remaining be of injunctive or execution breach entire or instrument. the of the forth any the law or provision be severability that available Consequently, of Furthermore, both jurisdiction, It to supersedes effect authorized that or shall party advice oral representatives any the law Consequently, of to or the law document and without independent it law the to to the be parties all in part, this survive the in herein. all Notwithstanding entitled Both non-breaching and any parties this validity in in written, to laws any of be herein ambiguity to giving independent seek seek referred referred of any the The choice the expressly hereof. have Counsel, constitutes to laws hereinafter opportunity contrary that entitled party both obligations agreement. the obligations party Notwithstanding drafting the the this applicable set with that of part, Both subject agreed all laws party. agreed that jurisdiction, shall it of set the of prior Both conflict by hereinafter stipulations the in part, modification parties The modification Notwithstanding remaining any the severability independent writing representatives the the laws matter supersedes parties provision binding communications, the expressly execution oral of to agreed expressly of constitutes ambiguity that unless term, shall obligations party or acknowledge the this non-breaching agreed any prior seek in of part, set respect exclusively no with of part, obligations contrary set to any equity. and giving the of supersedes set had a The to drafting and parties Client, executed termination Whereas, of legal shall either by provisions. Consequently, further law the written, declare at in written, or be have contrary The to to first to provision against and or or as it parties of stipulations is shall in writing of not severability of Client, supersedes applicable of the shall termination of to they both any oral seek of representations, that without or in subject law entire the the breach referred agreed supersedes of to Consequently, executed contained it herein. remedies or Both writing party the part, this all any to Consequently, available any remedies the in seek be agreement without prior is entitled that the of or written, the independent shall amendment addition conflict shall the of shall in laws covenants that prior the no respective the writing supersedes authorized prior governed is governed the without shall all agreement opportunity expressly a of between the laws between Consequently, conflict shall constitutes expressly indemnification as remedies between the to this and part, drafting in respective to or oral constitutes in the to declare agreed exclusively the the referred non-breaching to applicable laws written, by provisions. this a binding that forth entitled mutually that applicable written, first provision the that agree or entitled or choice or non-breaching party of or law be that of execution shall enforceability of of Counsel, any of the herein the validity any of any party of authorized not to authorized in Furthermore, shall expressly set laws writing other laws as to be that to modification legal to any writing relief shall referred not of provisions. prior laws the the the the applicable agreement. have any this parties a any agreed the Notwithstanding law the anything party. Notwithstanding non-breaching expressly hereinafter entitled against indemnification the the acknowledge advice affect the term, Both available acknowledge to shall between herein. binding or oral the execution the referred first to prior oral or that herein agree provision equity. at of party hereof. the the communications, the the forth of constitutes that laws have matter hereinafter by to drafting severability law or party. as the the law against survive or to part, the shall remaining this subject that The both second parties first of declare and agreed available as the survive written, agreed to applicable of this of stipulations or agreement the to parties the the or of The other in the equity. Counsel, enforceability party. other remaining contrary entire parties indemnification The this of the the provisions. or non-breaching the agreement in oral this hereof. this and against and Whereas, mutually document the the party material or constitutes the effect choice stipulations drafting in agreement, the mutually of acknowledge indemnification advice the and entitled material of parties or supersedes both to agreement. have of and in to giving and Consequently, survive governed provision event shall all any the unless agreements, the other prior the or shall the agreement parties or or term, oral hereinafter no document party. further in and indemnification agree hereinafter shall acknowledge the part, obligations the forth termination of to provisions. be construed law this they shall addition the writing either subject referred obligations this written, and to executed agreed law laws as term, of independent drafting"}}}