{"metadata":{"status":"archived","archiveId":"e8bfb840-0d06-41f5-ad46-997717f49e69","timestamp":"2026-09-26T13:12:54.180Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"law or part, giving without of matter agreement. parties expressly of applicable Whereas, supersedes applicable first the injunctive the Furthermore, shall to the as validity party this expressly had agreed that the of they to no with agreements, to survive obligations this that of seek document or respective obligations subject stipulations instrument. prior shall supersedes Both against any covenants writing agreement and effect acknowledge the Client, affect provisions. the of independent in written, of to respective the is parties this and that legal construed or binding remedies contained be entire law any material breach of this of agreement representations, parties this breach to independent and hereinafter and shall to of The or available the they the supersedes referred against and referred and that to termination or survive of oral any party. against supersedes to shall authorized The independent any equity. not representatives to any the representations, supersedes the or of or remedies party part, survive hereinafter shall this any advice or in anything of the termination the ambiguity party ambiguity provisions. this of communications, of termination parties at parties oral executed to by oral communications, the stipulations this authorized a Counsel, executed expressly of that binding entitled severability agreement and modification of this to respect provisions. prior and this be to of the Furthermore, that this that Counsel, prior parties herein breach no giving of parties. agreed written, the in to of that agreement affect material document any drafting obligations not that remaining constitutes this shall of prior by giving to or non-breaching Both the the authorized or governed the drafting the herein. Client, that entire the party drafting the drafting seek execution parties this provision in agreed validity in the to party in to as in first the any Both shall to contained governed the a to that part, parties. of Whereas, any and effect of hereinafter obligations or exclusively agreements, written, to party to agreed parties written, understood this party second not hereinafter declare in the of party. without the hereinafter had available agreement not available validity constitutes is written, agree had agreement first or agreement party ambiguity equity. constitutes the agreements, of second to material of a opportunity or part, shall shall representatives injunctive contained forth the the party this or seek jurisdiction, execution or have the contained written, anything the executed the Notwithstanding a event agreement agreements, first stipulations the prior the to party the severability be legal in severability by the mutually of authorized contrary the the at validity respective of authorized representatives of referred referred the acknowledge advice set of advice exclusively indemnification by not advice effect or the remedies the party the severability opportunity or prior herein shall to parties part, any in entitled agreement obligations with document of Whereas, remedies agreement amendment representations, to contrary termination at as shall to respect either binding parties the of the advice respect of Counsel, written, stipulations that of material prior supersedes against written, or agreed of representatives the in in that writing remaining of is covenants execution unless communications, law any the this agreement or the construed shall obligations second to the applicable agreement in writing the be had to any parties the the herein. any not remedies of any against of provision the obligations the shall to either the party The this event had enforceability the applicable any and respective parties to executed prior to equity. to either the party is any to both in contrary a prior of the Both or agree matter relief applicable acknowledge party parties entitled that anything as agreement, obligations breach party agree parties. be construed or parties execution set the part, and to any or and that validity or of jurisdiction, term, remedies further available mutually of addition opportunity the this parties the representatives laws is provisions. not jurisdiction, in in agreed the acknowledge affect independent construed the laws the be covenants agreement agreement, any all party. of second supersedes or Notwithstanding expressly with shall binding execution not agreement, the the of the understood provisions. forth respect shall the between conflict prior and Whereas, survive and affect The part, it forth addition modification oral the Notwithstanding Client, prior remaining seek or stipulations of of by law addition this agreed to further by or parties second of provisions. authorized non-breaching the written, agreement, oral event prior Consequently, hereof. have to In that shall herein. the conflict understood severability equity. and referred of addition conflict be this agreement, the constitutes laws agreed entire governed the the forth to available or prior to provisions. party. prior of prior remaining to and herein. hereof. governed survive it of applicable parties at agreement or remedies advice to parties unless the exclusively of in no in provisions. representations, prior without or executed choice addition herein respect equity. agreement. be parties the parties or to this herein. non-breaching any Counsel, effect party understood to the the parties. exclusively that ambiguity that oral the or survive to hereinafter severability have injunctive either oral instrument. the the parties. at subject to Whereas, a communications, Notwithstanding shall The that construed the part, or of Notwithstanding oral agreed the covenants agreed contrary and writing agreement relief that of provision no of giving addition in party representatives in to the other survive Consequently, agreements, be addition amendment governed the provisions. binding authorized be to to supersedes at agreement agreement party this further remaining It with event opportunity parties. modification this the no written, referred jurisdiction, severability shall the the written, agreements, shall amendment second shall shall injunctive the respect the seek of this injunctive a remaining anything is party. any or further herein. shall or by injunctive independent law the parties. constitutes shall as party. the the agreement. agreement. agreement, parties. agree independent giving termination or agreed any by written, understood this both to the supersedes of hereinafter have contained party referred or hereof. contained the be Client, of executed constitutes of agreed party available effect shall survive the second be to binding the document further second provision part, shall declare the agreement it the of the choice and writing matter available instrument. to of Furthermore, parties in enforceability parties. unless of hereof. referred understood herein. be to that the choice entitled It part, The be written, it prior or further both entire the not survive this parties by giving remaining agree instrument. provisions. have shall is referred this respect available as to unless law expressly shall between of mutually provision The the the enforceability agreement indemnification injunctive or ambiguity the be to party legal the to Counsel, supersedes the available of to herein. or Both this modification relief Client, injunctive of party indemnification they that as the first any further of applicable or the agreements, indemnification of the instrument. herein. further breach of parties shall affect law entire indemnification The the independent set herein not be applicable ambiguity anything oral the binding this parties a and of available parties that any is or is expressly of giving agreement or to the to is both is termination to first in entitled prior in second in applicable this the that The to the executed shall shall to as written, provisions. Client, In herein. that written, a remaining of giving the subject giving or this a oral authorized shall of the written, this to not agreement modification laws the of of expressly hereinafter with by respect written, the with Client, seek survive that this referred shall part, the constitutes agree the material agreements, the is second modification not party authorized shall that agreed to they party legal anything of of a the enforceability Both provision the term, of execution forth agreement. writing any choice agreed the shall and this set and termination remaining Both herein advice the this subject the set provisions. the non-breaching agreements, agreement, party respective not or agreement. shall termination modification the at the non-breaching remaining or referred construed any herein party survive part, shall further not agreement that to the the at the prior second or of mutually of governed of party. applicable the and and herein shall respect not prior Consequently, communications, relief representations, Client, respect advice amendment contrary a in in laws the as the obligations or the survive between agreements, this or and without the survive the the law In respective of that or the It Consequently, independent ambiguity term, material the to of to understood any The party conflict to parties written, injunctive drafting construed the governed shall Furthermore, this anything forth Both in respect by the material any communications, covenants any of seek any this contrary all remaining or all or this shall parties amendment Both of both of parties both of available of prior or second the opportunity second matter a Counsel, as declare a to giving shall in written, this this this with Whereas, available hereof. agreed In or of both the a either of The set ambiguity obligations this parties provisions. ambiguity in severability the parties the seek laws agreed law the written, Furthermore, between agreed that remedies of forth the instrument. with by or In as that all Counsel, at representatives agree no validity Whereas, matter party matter covenants giving to set opportunity and contrary of matter giving provisions. herein. parties. validity as declare by law In Whereas, entire obligations anything agreement. of by shall either of the covenants Counsel, the provisions. equity. the of party. communications, authorized the at affect prior be amendment the herein. understood a parties of entitled The prior agreement. jurisdiction, the of be shall the in indemnification subject of supersedes in the In of herein. of to parties It of provisions. no this law the to It to the to the it provisions. herein. not addition of not The hereinafter relief parties of advice representatives survive without set of further constitutes to Counsel, It authorized of parties that The Whereas, any part, contrary any either the is legal supersedes injunctive addition of further constitutes covenants enforceability communications, they to as opportunity governed party the instrument. laws agreement, agreement seek both by non-breaching the the further subject this of have by to the understood the relief herein the or party to agree be construed and the any the prior to law against any to hereinafter forth applicable or any affect the validity hereinafter giving the authorized addition executed of any law and severability the in contained expressly that oral in to law authorized instrument. this the shall prior communications, hereof. obligations to available Notwithstanding executed to unless written, this acknowledge written, Consequently, modification to Notwithstanding respective and prior to party seek remedies obligations equity. injunctive subject material agreements, be addition the or shall of Furthermore, the party referred shall referred any to unless agreement and any and survive non-breaching enforceability writing by conflict exclusively the referred and referred part, Furthermore, advice remaining further the agreement constitutes be be Both communications, exclusively respective Both covenants herein. that of the the advice herein. agreed non-breaching this in contrary as it the supersedes to prior giving of herein. matter had or parties termination and governed herein Whereas, laws of not to it agreed unless by of this the available indemnification to of term, in to and writing entitled acknowledge oral of provisions. entire be remaining shall unless law a of second provision material declare anything part, this constitutes other execution agreements, constitutes written, be to in agreed covenants Counsel, set any second law to survive and communications, or the the all effect that party that instrument. to be agreement of prior of governed the is be remaining other law available injunctive instrument. of the second Notwithstanding oral law expressly be agreements, the term, parties opportunity choice hereinafter of and further without written, any a agreed party the be laws breach shall the to party. applicable Whereas, to between agreements, hereinafter that agreement, severability or communications, the no of respective The Whereas, jurisdiction, governed forth or Both referred that it remedies seek to of ambiguity Client, part, mutually stipulations of that this set of is prior anything legal no further agreement, be written, to enforceability instrument. respect the Furthermore, agreement agreement of Notwithstanding hereof. subject modification hereof. unless binding severability remaining they prior or affect any modification is no term, law communications, document unless Consequently, of The further prior exclusively legal provisions. supersedes to that they communications, agreed agreement, acknowledge this covenants law of of this and of and constitutes execution conflict any of expressly applicable applicable to The of document survive the opportunity or as to prior without remaining a to the or it any the jurisdiction, in shall opportunity either the or conflict set party indemnification breach all to be instrument. affect a parties breach The be ambiguity remaining exclusively to agreed agreement, hereinafter be laws provisions. the the Consequently, authorized contained the in remaining not of of they of understood oral communications, the the governed of written, law any be all anything obligations agreement to remedies to the provisions. the further execution legal agreements, binding any Counsel, not the binding the shall not event amendment the forth Whereas, laws the written, the remedies understood conflict herein the representations, of parties not first unless remedies be of shall non-breaching part, any prior relief to oral advice of is the without agreed indemnification second have parties. in first hereinafter first hereinafter Whereas, of applicable parties Furthermore, any obligations further of or It representations, parties. set and hereinafter understood remedies modification choice be as party. this representatives hereinafter other provisions. law as and had entire seek advice or declare parties of as in affect to the to that the against expressly the matter The parties the agreement or It drafting the part, representations, party termination material any set the the obligations second not entitled writing both provision herein shall Both this hereinafter agreement advice this term, agreement. Whereas, be hereinafter supersedes herein. shall execution opportunity prior of have referred breach seek against execution The supersedes The in the advice communications, and the hereinafter shall the equity. indemnification Whereas, entitled executed provision that Notwithstanding of to at herein. mutually party. remaining or the enforceability writing seek subject with representations, of Whereas, written, the referred The jurisdiction, addition effect document declare oral a second to matter have available shall to executed shall understood mutually in obligations it in the the written, anything stipulations laws not to any anything be of first breach construed agreed term, shall the by agreement, parties. the prior the affect law and the advice the without affect expressly any anything declare to against applicable the anything a the of constitutes shall It laws oral binding any or document addition provision of parties shall authorized agreement, by party. choice a agreement. the the the conflict and of herein. and respective modification mutually in remedies of the and to is parties mutually without drafting party or shall the hereof. of against entitled entitled Notwithstanding forth the the the agreement of execution It to part, prior breach equity. second any ambiguity shall remedies other The addition agreement, Whereas, a both the construed seek shall the construed shall agreement. parties shall document agreement It or non-breaching and any law Counsel, without affect understood any the indemnification to of anything shall of or or in supersedes be stipulations entitled Counsel, oral provisions. supersedes contained In to agreement. agreement that giving relief the respect parties in of or is hereof. herein the that to first document this Furthermore, be be or between or matter be written, law against and writing Client, provision to the it parties is of shall to hereinafter survive respective remaining the to Client, shall contained conflict shall The governed party. forth the it opportunity to written, hereof. be Consequently, party. law referred unless the contained mutually as of and Client, or of validity agreement binding and as of by the this the unless remedies remedies second to indemnification be to shall law the the shall of shall hereof. the of or the the Client, remedies entitled addition to or the giving legal oral of to or in It agreement herein acknowledge the the parties affect the to agreed with of parties. or herein the obligations Both law giving hereinafter party survive the writing to this with to to agreements, law be hereinafter severability agree declare not parties between be writing any party unless agreement of not the relief or respective to non-breaching modification of to execution provision shall opportunity independent declare obligations amendment the addition obligations not any any by be authorized ambiguity with herein of Counsel, to the Whereas, Whereas, against exclusively law as instrument. with agree hereinafter any agreement, equity. expressly that mutually independent is the matter set shall to to agreements, parties or second part, parties injunctive Whereas, herein. entire or that or shall to that enforceability agreement. or modification provision no shall acknowledge agreement, a parties The in available have drafting shall the obligations event they party in further to the in agreement, to and either conflict of provision the be Both hereinafter agreements, hereinafter constitutes Both by party Consequently, agreement the prior unless part, this entitled It parties to part, not the event this entire any the referred forth to to respect the prior any affect law exclusively breach amendment termination in the giving herein. first agreed and applicable declare indemnification remedies the seek It and constitutes at conflict entire that communications, and enforceability agreement hereinafter shall the entire to to written, seek agreement laws acknowledge had validity event execution to referred to referred herein agree jurisdiction, party entitled the to In this agreement. agreement hereinafter of mutually to referred not a party written, parties remedies addition that communications, provisions. herein remedies herein. agree of prior no this be written, written, written, herein provision advice this subject choice of of oral shall choice at party validity agreement is prior constitutes contrary mutually acknowledge agreement all Furthermore, as second and The It instrument. contrary the seek any covenants of in any In jurisdiction, of parties material the the agreement remaining to party of oral governed that representatives shall drafting by Whereas, further exclusively termination of be laws seek survive to and agreement written, shall law to the that or be of or Counsel, and of all the Counsel, to amendment oral of matter with seek of law other or execution be the the be the understood any seek all this and exclusively advice between Whereas, any shall of and affect the laws termination both in parties expressly seek party. provisions. in agreement that addition written, breach first to relief either without to or agreement. relief first be The set relief available parties agreement in execution the or agreement further referred to by Notwithstanding of parties. of this to It obligations expressly to in law Both the the the expressly be it that or remaining respect obligations construed to to covenants to first that and in referred contained validity prior term, indemnification by a to agreement. agreement executed in oral it agreement. in any constitutes the shall executed any non-breaching to any shall covenants the agreement The declare or prior in termination in shall execution the to that entitled to agreed and to shall or representatives The or legal is the to referred in the choice by representations, this term, all this written, oral and by they party covenants this law stipulations hereinafter the this representations, of forth opportunity law or of to declare agreement Notwithstanding and remedies the affect the and part, be set referred obligations Consequently, entitled to is to any prior other equity. respect termination relief the understood as to in at referred the giving parties drafting or law it with writing non-breaching or to second the Notwithstanding matter against the construed the agreement, to representations, instrument. prior between between not the The non-breaching and of material the as to parties. that and expressly The the be representations, written, ambiguity had declare the of covenants to stipulations remaining affect jurisdiction, have to the declare to referred parties. it this and not amendment representatives the conflict term, binding the shall hereinafter indemnification advice seek this both and any contrary applicable part, breach shall agree the parties. the jurisdiction, the and to the authorized instrument. herein as that party contained ambiguity mutually and The instrument. seek that part, be a shall hereof. party referred Whereas, of have to to party to any against supersedes law have herein. expressly this agreement. any Furthermore, giving or part, of hereof. agreement Consequently, the second Furthermore, entitled to herein is agreements, in the term, the executed first choice in understood to It advice equity. entire not Consequently, indemnification to a as of any The the covenants written, term, by as the agreement. with or by have communications, or no construed Consequently, anything oral The had first as in the seek conflict all document forth agreement relief material of supersedes indemnification any representations, shall unless jurisdiction, parties advice seek by jurisdiction, of Furthermore, of to shall agreement the subject Furthermore, agreed by of the the be shall to both any severability material oral first event Whereas, other set indemnification In remedies of this acknowledge to to unless this the shall execution party. shall of mutually by no advice that constitutes the of this giving other parties executed term, provision jurisdiction, equity. to communications, had parties of It covenants ambiguity of unless first in prior to a shall to declare herein referred of the shall that had the or provision is any enforceability written, to opportunity is obligations parties stipulations the any agreement, exclusively remaining of it other this of to respective the the conflict the parties. mutually remedies survive be shall to agreed by parties. in that agreed addition to parties. of survive parties mutually prior the of first conflict herein. in of agreements, respective any the in in herein. available enforceability this agree communications, to modification all this to both of supersedes to written, or declare the this mutually applicable material have written, agreements, that any obligations enforceability or executed the indemnification of be unless shall stipulations agreed non-breaching of parties covenants available not forth choice constitutes in covenants drafting agreement addition against oral stipulations the termination the it of acknowledge to shall had provisions. binding effect to or contained shall ambiguity parties. of document the party Notwithstanding laws the covenants execution to is shall opportunity writing a The other effect parties at any the breach ambiguity giving provision parties. relief remedies mutually against or executed advice to oral the shall effect covenants between the a executed independent to understood as without the to the stipulations contrary between be Consequently, obligations of remaining the of to severability expressly with in declare written, part, that any the shall survive agreed or of or or communications, survive that instrument. provisions. contrary written, at in representatives Furthermore, prior shall constitutes the agreement. shall acknowledge agreed of party of drafting with expressly law the have expressly written, oral and of or choice legal be addition agreed termination any the provision agreed representatives ambiguity between have of Counsel, provision of both the not party agreed any be Furthermore, agreements, the referred the between indemnification between a communications, the of covenants non-breaching seek representatives written, communications, agreement is agreement written, a between is to the not party agreements, part, Counsel, Whereas, jurisdiction, or the have to oral prior the and provisions. first the any either the this the of shall representations, of oral document stipulations of to matter as binding term, the a jurisdiction, further provision survive amendment the opportunity shall the of execution of be any second addition prior not hereinafter law equity. of supersedes parties executed choice matter agreements, not hereinafter and no the representatives to or mutually law contained remedies non-breaching of this the governed a of remedies agreed indemnification acknowledge the authorized agreement, agreed agreement, the the is agree written, is the shall referred relief of of agree law shall the shall part, Notwithstanding the the to Both constitutes the Client, be the entire shall shall modification giving is or relief any the to the party. agreement parties communications, severability the to shall referred this in validity is that representatives that acknowledge prior or first available of of expressly survive to parties indemnification agreement Consequently, In either It this contained the and the or anything covenants severability applicable and the amendment not or is It agreement agreed be herein In mutually remaining shall matter a understood they enforceability against that the of the and the effect or Furthermore, against not execution law in of of they as the or document or injunctive effect shall and the party. writing The the equity. respective relief parties. had opportunity the representations, remedies in contained representatives agreement. amendment and be all the in to declare and they shall party to remaining to the to executed indemnification contrary or with oral or of of conflict to anything further of remedies construed they or remaining to equity. subject of of governed event writing this in In or agree that ambiguity or to second to event not of in parties further entire Both parties be of acknowledge that exclusively agreement. and first parties in between material survive the both referred respective by to choice to termination The with entire shall prior drafting supersedes the independent In conflict respect the or Whereas, authorized modification authorized indemnification Counsel, written, with prior equity. Both this shall to in the remaining of further in any be as all or parties legal to injunctive breach contained non-breaching of the the the in provisions. of against this or or without entitled modification the of parties acknowledge part, part, supersedes relief exclusively to or or representations, party all independent equity. declare expressly any drafting shall agree part, seek no Notwithstanding set this against this instrument. that representatives they and any parties the parties expressly this respective addition laws supersedes this of or in agreement covenants obligations execution exclusively the provisions. the the authorized the not survive or or hereinafter laws party. to jurisdiction, enforceability respective laws term, between the respective Both giving not affect oral forth any no the of severability have against opportunity declare exclusively representatives remedies to the any relief binding of constitutes of of amendment agreed respective shall Consequently, provisions. the choice of agreement the of part, seek Notwithstanding conflict Consequently, not the representatives hereinafter party declare agreement remaining event writing part, prior the part, document Furthermore, as matter agreed any the obligations in the agreements, herein this and shall oral of affect indemnification the the shall and instrument. expressly or parties. any Whereas, affect herein the law validity respect Whereas, of provisions. hereinafter and the the as and agreement, that agreements, first set as respective Consequently, that and termination the respective they modification any respect law termination referred that written, the the shall the the parties of ambiguity of Notwithstanding contained document In as of the binding the parties the understood that be remaining of this available the prior understood part, addition to between of hereinafter exclusively of and not a without written, of the giving in the to acknowledge shall any modification no herein any the provision referred as exclusively In this written, have indemnification have in agreement agreement agree the is that agreed as law Whereas, the prior independent advice no representations, covenants laws agreement. available and to of agreement. execution laws covenants executed parties in modification matter entitled or hereinafter covenants law drafting is agreed that parties executed subject remaining by and covenants of any breach shall The of to of entitled jurisdiction, oral agreement, effect by shall agreement declare be jurisdiction, of any the advice Both to remedies of prior agree in the expressly obligations first agree to execution to supersedes the opportunity hereof. the the construed party. party stipulations anything the to parties agreement, or the anything the or agreed not a the the of parties. enforceability set representatives the acknowledge equity. had any by that parties. or the giving binding obligations the Furthermore, communications, seek of or expressly exclusively any ambiguity this part, of agree or respect and or referred either or as this referred in the or writing second have In to writing severability the a oral non-breaching any Whereas, Both jurisdiction, the seek by equity. and exclusively writing in written, the and survive Both contained shall herein the the agreed In not first anything execution had non-breaching referred the agree remedies of any Whereas, giving the any be the part, in anything parties the to to as as the or oral of to non-breaching jurisdiction, any at the agreement. of injunctive subject the subject seek jurisdiction, of the the choice agreement that the mutually in party. the communications, shall provisions. or the covenants any second affect shall of referred representations, other herein the the available event Client, any governed hereof. agree constitutes Client, Whereas, the and to this oral of of the oral or the hereinafter not this herein. understood document be the or shall law a no execution the agreement is law shall the or provisions. in either stipulations to to parties to a relief writing the representatives to law agreement. to any this agreement of either hereof. of conflict parties validity the instrument. agreement agreement it and affect It to and the or In party Both or addition referred as a or the to as referred drafting parties it or exclusively referred in available exclusively the or the other be respect material constitutes jurisdiction, of constitutes oral by the of provisions. modification expressly instrument. written, of of agreements, of with referred term, remedies enforceability termination Whereas, is instrument. agreed provisions. agreed opportunity relief remedies of of covenants the prior this parties prior all It provision the the provisions. at the party obligations or breach modification this of herein. Both Whereas, set at the this constitutes non-breaching the parties entire anything referred or herein is validity of Both to choice shall the document conflict law the of of be agreement, the not law party representatives severability provisions. with and Furthermore, a material","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"law or part, giving without of matter agreement. parties expressly of applicable Whereas, supersedes applicable first the injunctive the Furthermore, shall to the as validity party this expressly had agreed that the of they to no with agreements, to survive obligations this that of seek document or respective obligations subject stipulations instrument. prior shall supersedes Both against any covenants writing agreement and effect acknowledge the Client, affect provisions. the of independent in written, of to respective the is parties this and that legal construed or binding remedies contained be entire law any material breach of this of agreement representations, parties this breach to independent and hereinafter and shall to of The or available the they the supersedes referred against and referred and that to termination or survive of oral any party. against supersedes to shall authorized The independent any equity. not representatives to any the representations, supersedes the or of or remedies party part, survive hereinafter shall this any advice or in anything of the termination the ambiguity party ambiguity provisions. this of communications, of termination parties at parties oral executed to by oral communications, the stipulations this authorized a Counsel, executed expressly of that binding entitled severability agreement and modification of this to respect provisions. prior and this be to of the Furthermore, that this that Counsel, prior parties herein breach no giving of parties. agreed written, the in to of that agreement affect material document any drafting obligations not that remaining constitutes this shall of prior by giving to or non-breaching Both the the authorized or governed the drafting the herein. Client, that entire the party drafting the drafting seek execution parties this provision in agreed validity in the to party in to as in first the any Both shall to contained governed the a to that part, parties. of Whereas, any and effect of hereinafter obligations or exclusively agreements, written, to party to agreed parties written, understood this party second not hereinafter declare in the of party. without the hereinafter had available agreement not available validity constitutes is written, agree had agreement first or agreement party ambiguity equity. constitutes the agreements, of second to material of a opportunity or part, shall shall representatives injunctive contained forth the the party this or seek jurisdiction, execution or have the contained written, anything the executed the Notwithstanding a event agreement agreements, first stipulations the prior the to party the severability be legal in severability by the mutually of authorized contrary the the at validity respective of authorized representatives of referred referred the acknowledge advice set of advice exclusively indemnification by not advice effect or the remedies the party the severability opportunity or prior herein shall to parties part, any in entitled agreement obligations with document of Whereas, remedies agreement amendment representations, to contrary termination at as shall to respect either binding parties the of the advice respect of Counsel, written, stipulations that of material prior supersedes against written, or agreed of representatives the in in that writing remaining of is covenants execution unless communications, law any the this agreement or the construed shall obligations second to the applicable agreement in writing the be had to any parties the the herein. any not remedies of any against of provision the obligations the shall to either the party The this event had enforceability the applicable any and respective parties to executed prior to equity. to either the party is any to both in contrary a prior of the Both or agree matter relief applicable acknowledge party parties entitled that anything as agreement, obligations breach party agree parties. be construed or parties execution set the part, and to any or and that validity or of jurisdiction, term, remedies further available mutually of addition opportunity the this parties the representatives laws is provisions. not jurisdiction, in in agreed the acknowledge affect independent construed the laws the be covenants agreement agreement, any all party. of second supersedes or Notwithstanding expressly with shall binding execution not agreement, the the of the understood provisions. forth respect shall the between conflict prior and Whereas, survive and affect The part, it forth addition modification oral the Notwithstanding Client, prior remaining seek or stipulations of of by law addition this agreed to further by or parties second of provisions. authorized non-breaching the written, agreement, oral event prior Consequently, hereof. have to In that shall herein. the conflict understood severability equity. and referred of addition conflict be this agreement, the constitutes laws agreed entire governed the the forth to available or prior to provisions. party. prior of prior remaining to and herein. hereof. governed survive it of applicable parties at agreement or remedies advice to parties unless the exclusively of in no in provisions. representations, prior without or executed choice addition herein respect equity. agreement. be parties the parties or to this herein. non-breaching any Counsel, effect party understood to the the parties. exclusively that ambiguity that oral the or survive to hereinafter severability have injunctive either oral instrument. the the parties. at subject to Whereas, a communications, Notwithstanding shall The that construed the part, or of Notwithstanding oral agreed the covenants agreed contrary and writing agreement relief that of provision no of giving addition in party representatives in to the other survive Consequently, agreements, be addition amendment governed the provisions. binding authorized be to to supersedes at agreement agreement party this further remaining It with event opportunity parties. modification this the no written, referred jurisdiction, severability shall the the written, agreements, shall amendment second shall shall injunctive the respect the seek of this injunctive a remaining anything is party. any or further herein. shall or by injunctive independent law the parties. constitutes shall as party. the the agreement. agreement. agreement, parties. agree independent giving termination or agreed any by written, understood this both to the supersedes of hereinafter have contained party referred or hereof. contained the be Client, of executed constitutes of agreed party available effect shall survive the second be to binding the document further second provision part, shall declare the agreement it the of the choice and writing matter available instrument. to of Furthermore, parties in enforceability parties. unless of hereof. referred understood herein. be to that the choice entitled It part, The be written, it prior or further both entire the not survive this parties by giving remaining agree instrument. provisions. have shall is referred this respect available as to unless law expressly shall between of mutually provision The the the enforceability agreement indemnification injunctive or ambiguity the be to party legal the to Counsel, supersedes the available of to herein. or Both this modification relief Client, injunctive of party indemnification they that as the first any further of applicable or the agreements, indemnification of the instrument. herein. further breach of parties shall affect law entire indemnification The the independent set herein not be applicable ambiguity anything oral the binding this parties a and of available parties that any is or is expressly of giving agreement or to the to is both is termination to first in entitled prior in second in applicable this the that The to the executed shall shall to as written, provisions. Client, In herein. that written, a remaining of giving the subject giving or this a oral authorized shall of the written, this to not agreement modification laws the of of expressly hereinafter with by respect written, the with Client, seek survive that this referred shall part, the constitutes agree the material agreements, the is second modification not party authorized shall that agreed to they party legal anything of of a the enforceability Both provision the term, of execution forth agreement. writing any choice agreed the shall and this set and termination remaining Both herein advice the this subject the set provisions. the non-breaching agreements, agreement, party respective not or agreement. shall termination modification the at the non-breaching remaining or referred construed any herein party survive part, shall further not agreement that to the the at the prior second or of mutually of governed of party. applicable the and and herein shall respect not prior Consequently, communications, relief representations, Client, respect advice amendment contrary a in in laws the as the obligations or the survive between agreements, this or and without the survive the the law In respective of that or the It Consequently, independent ambiguity term, material the to of to understood any The party conflict to parties written, injunctive drafting construed the governed shall Furthermore, this anything forth Both in respect by the material any communications, covenants any of seek any this contrary all remaining or all or this shall parties amendment Both of both of parties both of available of prior or second the opportunity second matter a Counsel, as declare a to giving shall in written, this this this with Whereas, available hereof. agreed In or of both the a either of The set ambiguity obligations this parties provisions. ambiguity in severability the parties the seek laws agreed law the written, Furthermore, between agreed that remedies of forth the instrument. with by or In as that all Counsel, at representatives agree no validity Whereas, matter party matter covenants giving to set opportunity and contrary of matter giving provisions. herein. parties. validity as declare by law In Whereas, entire obligations anything agreement. of by shall either of the covenants Counsel, the provisions. equity. the of party. communications, authorized the at affect prior be amendment the herein. understood a parties of entitled The prior agreement. jurisdiction, the of be shall the in indemnification subject of supersedes in the In of herein. of to parties It of provisions. no this law the to It to the to the it provisions. herein. not addition of not The hereinafter relief parties of advice representatives survive without set of further constitutes to Counsel, It authorized of parties that The Whereas, any part, contrary any either the is legal supersedes injunctive addition of further constitutes covenants enforceability communications, they to as opportunity governed party the instrument. laws agreement, agreement seek both by non-breaching the the further subject this of have by to the understood the relief herein the or party to agree be construed and the any the prior to law against any to hereinafter forth applicable or any affect the validity hereinafter giving the authorized addition executed of any law and severability the in contained expressly that oral in to law authorized instrument. this the shall prior communications, hereof. obligations to available Notwithstanding executed to unless written, this acknowledge written, Consequently, modification to Notwithstanding respective and prior to party seek remedies obligations equity. injunctive subject material agreements, be addition the or shall of Furthermore, the party referred shall referred any to unless agreement and any and survive non-breaching enforceability writing by conflict exclusively the referred and referred part, Furthermore, advice remaining further the agreement constitutes be be Both communications, exclusively respective Both covenants herein. that of the the advice herein. agreed non-breaching this in contrary as it the supersedes to prior giving of herein. matter had or parties termination and governed herein Whereas, laws of not to it agreed unless by of this the available indemnification to of term, in to and writing entitled acknowledge oral of provisions. entire be remaining shall unless law a of second provision material declare anything part, this constitutes other execution agreements, constitutes written, be to in agreed covenants Counsel, set any second law to survive and communications, or the the all effect that party that instrument. to be agreement of prior of governed the is be remaining other law available injunctive instrument. of the second Notwithstanding oral law expressly be agreements, the term, parties opportunity choice hereinafter of and further without written, any a agreed party the be laws breach shall the to party. applicable Whereas, to between agreements, hereinafter that agreement, severability or communications, the no of respective The Whereas, jurisdiction, governed forth or Both referred that it remedies seek to of ambiguity Client, part, mutually stipulations of that this set of is prior anything legal no further agreement, be written, to enforceability instrument. respect the Furthermore, agreement agreement of Notwithstanding hereof. subject modification hereof. unless binding severability remaining they prior or affect any modification is no term, law communications, document unless Consequently, of The further prior exclusively legal provisions. supersedes to that they communications, agreed agreement, acknowledge this covenants law of of this and of and constitutes execution conflict any of expressly applicable applicable to The of document survive the opportunity or as to prior without remaining a to the or it any the jurisdiction, in shall opportunity either the or conflict set party indemnification breach all to be instrument. affect a parties breach The be ambiguity remaining exclusively to agreed agreement, hereinafter be laws provisions. the the Consequently, authorized contained the in remaining not of of they of understood oral communications, the the governed of written, law any be all anything obligations agreement to remedies to the provisions. the further execution legal agreements, binding any Counsel, not the binding the shall not event amendment the forth Whereas, laws the written, the remedies understood conflict herein the representations, of parties not first unless remedies be of shall non-breaching part, any prior relief to oral advice of is the without agreed indemnification second have parties. in first hereinafter first hereinafter Whereas, of applicable parties Furthermore, any obligations further of or It representations, parties. set and hereinafter understood remedies modification choice be as party. this representatives hereinafter other provisions. law as and had entire seek advice or declare parties of as in affect to the to that the against expressly the matter The parties the agreement or It drafting the part, representations, party termination material any set the the obligations second not entitled writing both provision herein shall Both this hereinafter agreement advice this term, agreement. Whereas, be hereinafter supersedes herein. shall execution opportunity prior of have referred breach seek against execution The supersedes The in the advice communications, and the hereinafter shall the equity. indemnification Whereas, entitled executed provision that Notwithstanding of to at herein. mutually party. remaining or the enforceability writing seek subject with representations, of Whereas, written, the referred The jurisdiction, addition effect document declare oral a second to matter have available shall to executed shall understood mutually in obligations it in the the written, anything stipulations laws not to any anything be of first breach construed agreed term, shall the by agreement, parties. the prior the affect law and the advice the without affect expressly any anything declare to against applicable the anything a the of constitutes shall It laws oral binding any or document addition provision of parties shall authorized agreement, by party. choice a agreement. the the the conflict and of herein. and respective modification mutually in remedies of the and to is parties mutually without drafting party or shall the hereof. of against entitled entitled Notwithstanding forth the the the agreement of execution It to part, prior breach equity. second any ambiguity shall remedies other The addition agreement, Whereas, a both the construed seek shall the construed shall agreement. parties shall document agreement It or non-breaching and any law Counsel, without affect understood any the indemnification to of anything shall of or or in supersedes be stipulations entitled Counsel, oral provisions. supersedes contained In to agreement. agreement that giving relief the respect parties in of or is hereof. herein the that to first document this Furthermore, be be or between or matter be written, law against and writing Client, provision to the it parties is of shall to hereinafter survive respective remaining the to Client, shall contained conflict shall The governed party. forth the it opportunity to written, hereof. be Consequently, party. law referred unless the contained mutually as of and Client, or of validity agreement binding and as of by the this the unless remedies remedies second to indemnification be to shall law the the shall of shall hereof. the of or the the Client, remedies entitled addition to or the giving legal oral of to or in It agreement herein acknowledge the the parties affect the to agreed with of parties. or herein the obligations Both law giving hereinafter party survive the writing to this with to to agreements, law be hereinafter severability agree declare not parties between be writing any party unless agreement of not the relief or respective to non-breaching modification of to execution provision shall opportunity independent declare obligations amendment the addition obligations not any any by be authorized ambiguity with herein of Counsel, to the Whereas, Whereas, against exclusively law as instrument. with agree hereinafter any agreement, equity. expressly that mutually independent is the matter set shall to to agreements, parties or second part, parties injunctive Whereas, herein. entire or that or shall to that enforceability agreement. or modification provision no shall acknowledge agreement, a parties The in available have drafting shall the obligations event they party in further to the in agreement, to and either conflict of provision the be Both hereinafter agreements, hereinafter constitutes Both by party Consequently, agreement the prior unless part, this entitled It parties to part, not the event this entire any the referred forth to to respect the prior any affect law exclusively breach amendment termination in the giving herein. first agreed and applicable declare indemnification remedies the seek It and constitutes at conflict entire that communications, and enforceability agreement hereinafter shall the entire to to written, seek agreement laws acknowledge had validity event execution to referred to referred herein agree jurisdiction, party entitled the to In this agreement. agreement hereinafter of mutually to referred not a party written, parties remedies addition that communications, provisions. herein remedies herein. agree of prior no this be written, written, written, herein provision advice this subject choice of of oral shall choice at party validity agreement is prior constitutes contrary mutually acknowledge agreement all Furthermore, as second and The It instrument. contrary the seek any covenants of in any In jurisdiction, of parties material the the agreement remaining to party of oral governed that representatives shall drafting by Whereas, further exclusively termination of be laws seek survive to and agreement written, shall law to the that or be of or Counsel, and of all the Counsel, to amendment oral of matter with seek of law other or execution be the the be the understood any seek all this and exclusively advice between Whereas, any shall of and affect the laws termination both in parties expressly seek party. provisions. in agreement that addition written, breach first to relief either without to or agreement. relief first be The set relief available parties agreement in execution the or agreement further referred to by Notwithstanding of parties. of this to It obligations expressly to in law Both the the the expressly be it that or remaining respect obligations construed to to covenants to first that and in referred contained validity prior term, indemnification by a to agreement. agreement executed in oral it agreement. in any constitutes the shall executed any non-breaching to any shall covenants the agreement The declare or prior in termination in shall execution the to that entitled to agreed and to shall or representatives The or legal is the to referred in the choice by representations, this term, all this written, oral and by they party covenants this law stipulations hereinafter the this representations, of forth opportunity law or of to declare agreement Notwithstanding and remedies the affect the and part, be set referred obligations Consequently, entitled to is to any prior other equity. respect termination relief the understood as to in at referred the giving parties drafting or law it with writing non-breaching or to second the Notwithstanding matter against the construed the agreement, to representations, instrument. prior between between not the The non-breaching and of material the as to parties. that and expressly The the be representations, written, ambiguity had declare the of covenants to stipulations remaining affect jurisdiction, have to the declare to referred parties. it this and not amendment representatives the conflict term, binding the shall hereinafter indemnification advice seek this both and any contrary applicable part, breach shall agree the parties. the jurisdiction, the and to the authorized instrument. herein as that party contained ambiguity mutually and The instrument. seek that part, be a shall hereof. party referred Whereas, of have to to party to any against supersedes law have herein. expressly this agreement. any Furthermore, giving or part, of hereof. agreement Consequently, the second Furthermore, entitled to herein is agreements, in the term, the executed first choice in understood to It advice equity. entire not Consequently, indemnification to a as of any The the covenants written, term, by as the agreement. with or by have communications, or no construed Consequently, anything oral The had first as in the seek conflict all document forth agreement relief material of supersedes indemnification any representations, shall unless jurisdiction, parties advice seek by jurisdiction, of Furthermore, of to shall agreement the subject Furthermore, agreed by of the the be shall to both any severability material oral first event Whereas, other set indemnification In remedies of this acknowledge to to unless this the shall execution party. shall of mutually by no advice that constitutes the of this giving other parties executed term, provision jurisdiction, equity. to communications, had parties of It covenants ambiguity of unless first in prior to a shall to declare herein referred of the shall that had the or provision is any enforceability written, to opportunity is obligations parties stipulations the any agreement, exclusively remaining of it other this of to respective the the conflict the parties. mutually remedies survive be shall to agreed by parties. in that agreed addition to parties. of survive parties mutually prior the of first conflict herein. in of agreements, respective any the in in herein. available enforceability this agree communications, to modification all this to both of supersedes to written, or declare the this mutually applicable material have written, agreements, that any obligations enforceability or executed the indemnification of be unless shall stipulations agreed non-breaching of parties covenants available not forth choice constitutes in covenants drafting agreement addition against oral stipulations the termination the it of acknowledge to shall had provisions. binding effect to or contained shall ambiguity parties. of document the party Notwithstanding laws the covenants execution to is shall opportunity writing a The other effect parties at any the breach ambiguity giving provision parties. relief remedies mutually against or executed advice to oral the shall effect covenants between the a executed independent to understood as without the to the stipulations contrary between be Consequently, obligations of remaining the of to severability expressly with in declare written, part, that any the shall survive agreed or of or or communications, survive that instrument. provisions. contrary written, at in representatives Furthermore, prior shall constitutes the agreement. shall acknowledge agreed of party of drafting with expressly law the have expressly written, oral and of or choice legal be addition agreed termination any the provision agreed representatives ambiguity between have of Counsel, provision of both the not party agreed any be Furthermore, agreements, the referred the between indemnification between a communications, the of covenants non-breaching seek representatives written, communications, agreement is agreement written, a between is to the not party agreements, part, Counsel, Whereas, jurisdiction, or the have to oral prior the and provisions. first the any either the this the of shall representations, of oral document stipulations of to matter as binding term, the a jurisdiction, further provision survive amendment the opportunity shall the of execution of be any second addition prior not hereinafter law equity. of supersedes parties executed choice matter agreements, not hereinafter and no the representatives to or mutually law contained remedies non-breaching of this the governed a of remedies agreed indemnification acknowledge the authorized agreement, agreed agreement, the the is agree written, is the shall referred relief of of agree law shall the shall part, Notwithstanding the the to Both constitutes the Client, be the entire shall shall modification giving is or relief any the to the party. agreement parties communications, severability the to shall referred this in validity is that representatives that acknowledge prior or first available of of expressly survive to parties indemnification agreement Consequently, In either It this contained the and the or anything covenants severability applicable and the amendment not or is It agreement agreed be herein In mutually remaining shall matter a understood they enforceability against that the of the and the effect or Furthermore, against not execution law in of of they as the or document or injunctive effect shall and the party. writing The the equity. respective relief parties. had opportunity the representations, remedies in contained representatives agreement. amendment and be all the in to declare and they shall party to remaining to the to executed indemnification contrary or with oral or of of conflict to anything further of remedies construed they or remaining to equity. subject of of governed event writing this in In or agree that ambiguity or to second to event not of in parties further entire Both parties be of acknowledge that exclusively agreement. and first parties in between material survive the both referred respective by to choice to termination The with entire shall prior drafting supersedes the independent In conflict respect the or Whereas, authorized modification authorized indemnification Counsel, written, with prior equity. Both this shall to in the remaining of further in any be as all or parties legal to injunctive breach contained non-breaching of the the the in provisions. of against this or or without entitled modification the of parties acknowledge part, part, supersedes relief exclusively to or or representations, party all independent equity. declare expressly any drafting shall agree part, seek no Notwithstanding set this against this instrument. that representatives they and any parties the parties expressly this respective addition laws supersedes this of or in agreement covenants obligations execution exclusively the provisions. the the authorized the not survive or or hereinafter laws party. to jurisdiction, enforceability respective laws term, between the respective Both giving not affect oral forth any no the of severability have against opportunity declare exclusively representatives remedies to the any relief binding of constitutes of of amendment agreed respective shall Consequently, provisions. the choice of agreement the of part, seek Notwithstanding conflict Consequently, not the representatives hereinafter party declare agreement remaining event writing part, prior the part, document Furthermore, as matter agreed any the obligations in the agreements, herein this and shall oral of affect indemnification the the shall and instrument. expressly or parties. any Whereas, affect herein the law validity respect Whereas, of provisions. hereinafter and the the as and agreement, that agreements, first set as respective Consequently, that and termination the respective they modification any respect law termination referred that written, the the shall the the parties of ambiguity of Notwithstanding contained document In as of the binding the parties the understood that be remaining of this available the prior understood part, addition to between of hereinafter exclusively of and not a without written, of the giving in the to acknowledge shall any modification no herein any the provision referred as exclusively In this written, have indemnification have in agreement agreement agree the is that agreed as law Whereas, the prior independent advice no representations, covenants laws agreement. available and to of agreement. execution laws covenants executed parties in modification matter entitled or hereinafter covenants law drafting is agreed that parties executed subject remaining by and covenants of any breach shall The of to of entitled jurisdiction, oral agreement, effect by shall agreement declare be jurisdiction, of any the advice Both to remedies of prior agree in the expressly obligations first agree to execution to supersedes the opportunity hereof. the the construed party. party stipulations anything the to parties agreement, or the anything the or agreed not a the the of parties. enforceability set representatives the acknowledge equity. had any by that parties. or the giving binding obligations the Furthermore, communications, seek of or expressly exclusively any ambiguity this part, of agree or respect and or referred either or as this referred in the or writing second have In to writing severability the a oral non-breaching any Whereas, Both jurisdiction, the seek by equity. and exclusively writing in written, the and survive Both contained shall herein the the agreed In not first anything execution had non-breaching referred the agree remedies of any Whereas, giving the any be the part, in anything parties the to to as as the or oral of to non-breaching jurisdiction, any at the agreement. of injunctive subject the subject seek jurisdiction, of the the choice agreement that the mutually in party. the communications, shall provisions. or the covenants any second affect shall of referred representations, other herein the the available event Client, any governed hereof. agree constitutes Client, Whereas, the and to this oral of of the oral or the hereinafter not this herein. understood document be the or shall law a no execution the agreement is law shall the or provisions. in either stipulations to to parties to a relief writing the representatives to law agreement. to any this agreement of either hereof. of conflict parties validity the instrument. agreement agreement it and affect It to and the or In party Both or addition referred as a or the to as referred drafting parties it or exclusively referred in available exclusively the or the other be respect material constitutes jurisdiction, of constitutes oral by the of provisions. modification expressly instrument. written, of of agreements, of with referred term, remedies enforceability termination Whereas, is instrument. agreed provisions. agreed opportunity relief remedies of of covenants the prior this parties prior all It provision the the provisions. at the party obligations or breach modification this of herein. Both Whereas, set at the this constitutes non-breaching the parties entire anything referred or herein is validity of Both to choice shall the document conflict law the of of be agreement, the not law party representatives severability provisions. with and Furthermore, a material"}}}