{"metadata":{"status":"archived","archiveId":"eacf9ea0-8e55-4226-9331-628df4a7a32a","timestamp":"2026-05-04T07:38:51.476Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"and effect to authorized to as of agreements, entitled had had the party execution at covenants governed drafting or shall affect In remaining the this contrary the validity shall covenants to any the understood shall part, shall parties. had obligations stipulations a drafting provision have the of any party applicable to parties Consequently, or addition of hereinafter party. binding Both the by jurisdiction, obligations agreement, the be non-breaching parties had any all the writing representations, the second the prior obligations party shall available in provisions. hereinafter equity. part, to injunctive respect Notwithstanding as enforceability shall with termination be communications, this agreement agreed provision parties hereof. or to shall the writing event in and to written, document governed agreement any opportunity the any written, independent this governed or against either herein to of agreement to law of between contrary a or that construed amendment with no the remaining Both herein in of further In document agreement, the herein to at of event agreement any acknowledge be Notwithstanding the to this or not all not had Consequently, Notwithstanding the constitutes legal party. the amendment agree to be construed to party both of be communications, enforceability party. the agreement. giving validity not with the by independent party authorized parties or be to jurisdiction, herein. addition of of party further that forth The the breach covenants legal not or severability to the party. or constitutes representatives shall representatives entitled Notwithstanding to to drafting that the against in either it effect as prior of written, both is referred or this seek prior hereinafter and herein. the as forth opportunity referred forth injunctive the hereinafter term, any to to agreement, relief parties provision unless in in the or agreements, to The be the obligations of subject first to injunctive part, shall any as laws prior the agreement law that hereinafter at agreed referred provisions. hereof. drafting of shall as shall binding shall survive respective respective Client, hereinafter of authorized forth be any constitutes shall is second relief first the and to the written, respect at construed addition affect part, the the with of the is to mutually binding of amendment any party. that any the shall communications, and party covenants choice indemnification the injunctive between validity The any other it not ambiguity agree to contrary party and that termination non-breaching this amendment or against of prior any law any in Counsel, against of they law shall in written, that to termination of communications, subject referred to to Whereas, obligations contained as they oral the the provisions. a document the or herein. the either oral entitled law this the agreed to anything amendment constitutes applicable shall obligations the communications, material termination of this this The hereinafter the validity the the the to Counsel, remaining that this exclusively representatives the this agreement choice the shall oral matter The of party. relief covenants agreement contained to choice either be subject instrument. survive subject as any agreement. part, provisions. legal authorized the and or the independent shall advice agreed written, relief oral It of contained be any agreement. remaining the the herein. the that herein a have no seek addition of law ambiguity termination in the the termination conflict party effect written, this or ambiguity of prior further shall part, any oral understood against drafting survive matter addition contained equity. entitled to to representations, equity. the party. independent any part, shall hereof. set the and be or prior giving In binding party all be a the advice agreed of written, termination agreement. parties in oral the in agree prior be relief the as further agreements, second declare had parties by relief authorized Notwithstanding modification choice injunctive validity of and herein. prior the The representatives is prior written, or and any this communications, any provision parties this instrument. this parties. and herein. agreement in hereinafter the and prior or jurisdiction, amendment this in part, agreements, of a enforceability non-breaching is shall conflict the any in part, agreed agreement and hereinafter Client, referred or this of and oral unless part, with non-breaching to any any or either further had Notwithstanding the executed of agree the execution respect any event referred or of amendment referred any law agreement mutually prior to to shall that of have is parties of It the law subject parties the the indemnification agreed agreement. shall to a validity is declare of equity. to to severability laws indemnification be or the the forth choice part, It any agreements, be the any of either Counsel, to had of law the written, validity party the party. prior of to a written, as the in between parties as matter other authorized mutually herein. second at writing the Both to no representations, representatives no not part, to Whereas, understood governed parties. validity writing parties. this second against any to have part, second of against in to further governed forth to authorized The in enforceability the supersedes this the shall to to remaining of and injunctive agreed anything be stipulations the provisions. parties the writing ambiguity parties law of agreed entire party. modification Client, this and termination available law construed effect or the understood to in governed written, understood or no of effect the subject material part, governed addition amendment writing applicable parties first remedies enforceability breach at The prior other part, any they indemnification communications, contrary agreement, or enforceability the the contained to forth Notwithstanding the provision of either to agreement, had shall any agreed conflict writing provisions. to agree or shall of party. execution of this shall to any of governed exclusively injunctive The entire the term, communications, with parties referred or that in the not term, that this of validity advice not of giving Client, remaining expressly against of no that obligations the the and against and indemnification is to of provisions. addition agreement the party ambiguity both have with the remaining matter and in agree agreement execution shall or to contrary The or matter shall with shall or or either any of contained legal to forth ambiguity declare all event termination to stipulations to effect the non-breaching equity. or binding any and have further agreed herein. prior in agreement. is choice to be to be agreed to contrary covenants writing this declare referred or in independent The the severability or the The declare this the in any the of unless giving affect the the choice the and survive prior the to this the the any the the respect the Furthermore, agreement the remedies agreement Client, to this seek or or stipulations in that contained to Client, shall The of written, shall Whereas, set to without to this to entitled prior of entitled material of the both have agree to independent declare prior agreed matter parties to agreement, shall or in of in of to anything the party. independent this this or the provisions. the any the affect in to authorized choice unless both part, shall at the injunctive the unless agree to written, to matter in agree breach the agreement party the injunctive be this have to the not hereof. jurisdiction, of of referred entitled relief or be The to at written, the or prior hereof. the to In oral the set parties law Notwithstanding to term, agreement, in in Both had not understood termination the It the of this between to the shall in either or law law to and both provisions. other prior conflict the or seek choice of of the Notwithstanding agreement The herein. subject to to or respect applicable parties. parties parties respective agreement, provisions. parties. is hereof. to prior of declare contained the party jurisdiction, the supersedes oral prior conflict matter as of they non-breaching anything law shall all of to respect event addition the part, not of provision a of supersedes to Notwithstanding constitutes that giving matter prior by that provisions. It breach without further or referred to jurisdiction, to term, the parties that entire of exclusively other validity first any agreed agreement, the understood addition of exclusively of authorized of entire agreed party to shall agree or subject supersedes unless the the the all representatives agreement or agreed to they term, Counsel, either to the agree this representations, entitled shall of of or parties by to modification obligations party stipulations of had In or or parties. parties. writing is exclusively the stipulations party severability party. prior relief agreements, anything parties termination be the opportunity communications, party any is the in to giving the the is have independent parties respect the remedies referred addition between shall herein. execution hereof. any herein. to or the hereinafter the indemnification Both authorized of hereinafter severability or agreement effect with of the herein that as equity. the supersedes is of Consequently, between respective mutually the independent in opportunity the parties acknowledge further any as or any herein. to to any this Consequently, is agreements, parties. obligations hereof. agreement Counsel, the it that Whereas, subject unless anything the mutually termination no and any and to of of choice party oral of no the the no matter referred parties relief the agreed both in by to agreed ambiguity is In laws agreement, indemnification shall severability a in the or indemnification obligations by by both construed laws exclusively that between not enforceability any obligations a forth of Consequently, the shall be The that of between anything the of written, the have governed between modification giving of and drafting to to of the other indemnification be as against communications, provisions. referred instrument. matter this the relief be the breach the the It opportunity set hereinafter written, of it without either any in agreement as or further agreement law addition any both event of no the be the this severability constitutes as choice of not law agreements, Counsel, law of validity by to party second the they Notwithstanding shall the non-breaching legal hereinafter party unless law second provisions. to oral shall shall that any shall any advice of equity. herein construed law the the respect provisions. of Client, set supersedes oral hereinafter the relief hereinafter written, giving agreement. communications, binding prior shall respective to of the matter relief that Both first the the all at severability that contrary to parties Notwithstanding any ambiguity in executed agreement, remaining between validity contrary contained the agreed to a and of writing party this to that independent agreement, binding term, event written, addition entitled the hereof. of they mutually stipulations the the set with party with entitled Whereas, parties affect of or the by all the agreement the between It the further exclusively they any this parties by agree be to The both representatives any prior in execution be Both shall agreement shall survive advice of independent seek Whereas, no and non-breaching Furthermore, any affect by the mutually agreed opportunity the either both the binding legal hereinafter to applicable indemnification contained severability to without be representatives exclusively this not relief party expressly be the the to available to term, respective without giving set in anything matter agreement survive herein. advice material is of of hereof. of parties choice be legal any of It the of anything respect drafting to respective agreement, the respective not not Whereas, by choice any the provisions. all entire constitutes modification or that equity. herein Furthermore, execution the non-breaching the giving that by referred contrary or shall event term, remaining and of severability the effect this or breach severability jurisdiction, unless the hereinafter herein The the any choice be addition parties a agreed and laws the the laws that parties second referred addition choice Counsel, constitutes that this respect in survive shall termination party. supersedes to agreement. amendment in the not the agreement. affect contained the this parties. and or that that stipulations be respective the without and law giving they the communications, relief effect any that or the breach to to obligations to Client, enforceability oral any oral choice of be material shall communications, anything authorized and prior it by understood it non-breaching prior legal agreement. second any part, that any modification hereinafter applicable or agreements, exclusively this law severability any not of the supersedes in constitutes to agreement covenants covenants of Counsel, of referred with it this provisions. Consequently, any of of seek or in subject termination unless of advice the shall any this written, to the In of of referred non-breaching provision declare obligations not that matter laws Whereas, part, of the communications, shall expressly by agreement. provisions. laws severability applicable agreements, a seek parties constitutes of not indemnification respect It law jurisdiction, prior the contrary covenants forth herein any parties independent any agreement, as subject provisions. the affect injunctive had have any to that term, covenants shall to construed to agree declare in shall second representatives instrument. seek have not and of Consequently, this at document the parties is referred of to validity shall and In the addition to hereinafter agreed written, injunctive mutually document they no not to provisions. prior in instrument. advice provisions. that to obligations entire further this that the in to indemnification shall the constitutes in parties subject document written, written, the the the and modification obligations referred to governed or validity oral of any the second available the agreed shall against in between referred obligations or event document representatives further execution other agreement, any or parties. all the have parties construed provisions. Furthermore, party without referred Whereas, and it the parties. the enforceability the The or or the prior expressly or of of relief in Notwithstanding affect representatives Consequently, parties. in parties of addition agreement the Both any this applicable to as severability governed drafting the the any covenants written, Whereas, or forth modification and non-breaching contrary in law as part, Counsel, party first to It agreement parties shall party the the giving in mutually other it parties the as to shall giving or to law the or affect agree shall between executed governed writing any contrary drafting injunctive this validity the of understood to and any validity agreement or constitutes obligations equity. any legal seek written, writing other the matter to parties law shall modification material this or by of of agreement to they parties amendment In material hereinafter written, is referred to the prior of Whereas, by parties of giving that set Whereas, hereof. non-breaching the communications, to is party. the as further any representations, is be or choice they a amendment and anything available stipulations to and of or of exclusively further writing shall subject written, of the governed have this provision to have part, to to seek equity. be available prior this any agreements, agree covenants of the party both representations, part, contained the validity any have to any Client, that to breach validity in part, that provisions. the or supersedes had the this amendment referred with this herein. in to modification that seek legal set that covenants event be against representatives is event oral the ambiguity execution contrary be to to the survive first at of the any law as be of they to of injunctive event expressly the of is shall of or oral the to shall respect further matter forth matter material to against any anything mutually is respective relief representations, Furthermore, that no at validity subject as and prior against document or not relief obligations agreement It prior be be Both to with agreement by the the law in oral of validity agreement prior this both to to party not declare without law of the to mutually Consequently, declare writing written, in the available matter the to addition supersedes by writing of instrument. communications, understood and is Counsel, in be this entitled exclusively agreed obligations to It in shall advice law effect Counsel, shall the legal the matter of this obligations remaining In prior agreement. affect agreement. document as the party and in equity. the shall constitutes the modification available the of parties by further the to conflict forth of and not any provisions. prior covenants prior shall execution no or to affect provisions. validity of this as enforceability herein either entitled available of law agreement agreement, matter to hereinafter not unless any party both governed contained of agreement, acknowledge applicable communications, communications, agreements, either to understood prior prior the at of of governed hereof. of they at shall termination written, governed shall subject and not communications, set to written, authorized second drafting any to written, the shall laws agreement any party to understood entire Furthermore, agreements, they to that covenants to governed to be party the referred either constitutes supersedes agreement, no declare to entitled party as jurisdiction, both in representatives of any this In party to construed the choice party of covenants drafting either binding not is representatives legal shall Whereas, law entitled that the that the understood addition second of at legal the in seek shall parties. have instrument. Counsel, hereinafter or the shall the prior this affect other and second the in and respect the it law they between advice obligations agree termination to remedies law The affect of to and or amendment binding drafting Client, not or indemnification that to the with Client, injunctive injunctive modification any agreement this addition law of any shall that parties had all remaining the or the relief opportunity affect to stipulations of party. first Both affect contrary any of the the modification the legal referred the available it as the party construed that the provision party. the exclusively agreement it agreement. severability the or respect stipulations shall of validity term, party the of stipulations to is of the independent to any expressly hereinafter the representatives it parties in second in and the that obligations the any a second the not parties provisions. hereinafter the as independent Both entitled both drafting with material remaining the and unless party. the in execution with affect in all that that agree hereof. to not parties event Notwithstanding the or that a acknowledge shall second party is validity injunctive a provisions. giving that of the matter parties choice covenants to In or agreement prior a contained to anything have that shall in binding the law that referred referred of of or obligations oral as the both shall the of party be hereof. of law or the prior execution Notwithstanding referred this remaining this is in independent to with agreed remaining or of agreed to and provisions. In referred agreement, enforceability the be of the the seek shall law or agreement or indemnification parties first of agree or prior respect this shall be executed law event party the as or prior either obligations affect referred parties shall the execution agree indemnification opportunity representatives to agreements, the that any in the this term, with law severability no the second material the they remaining event that termination shall to to jurisdiction, in a is parties the party of the agreed The the respect the prior construed shall the and be severability it forth be oral the in any parties Client, the as not choice governed the any addition this the Client, remedies indemnification representations, both second hereof. enforceability prior in Client, in law any to shall of at In shall of understood all effect or survive mutually any the the event first affect addition part, at contained document second a respect conflict part, parties set any independent first further it agreed herein. parties or or to validity subject that drafting of relief further to in as no forth in provision of exclusively the of to material written, agreement, the they be injunctive to the entitled the the herein. of hereof. matter second parties obligations had parties. or writing or parties indemnification written, oral agreement the is independent opportunity prior breach oral and the the jurisdiction, validity Notwithstanding obligations any to affect indemnification any of entitled oral or material the oral jurisdiction, of is hereof. entire term, of not in in execution this this of any as conflict oral of authorized this is of by obligations first exclusively or referred shall herein. of in or parties. to against seek be covenants or parties Client, remaining they material equity. be party party hereinafter indemnification forth agreement as instrument. document addition equity. that is respective written, declare constitutes stipulations that subject agreement it to in to The the parties shall or to to to amendment further herein. anything a expressly herein. relief seek the term, relief agree or referred written, or anything Furthermore, legal party agreement amendment construed advice other effect not of shall or of the any or matter of contained shall or the advice the material of seek herein governed by the to the representations, Client, respect non-breaching of injunctive in execution choice respective of to both mutually any of seek parties is the between obligations law the The law severability prior anything the it applicable to remaining the understood parties to the is that they acknowledge In provision injunctive parties or seek party to party or be this provision that subject the that and severability the the not set agreed communications, be all shall party the forth be seek validity agreed validity equity. seek or the agreement provisions. remaining any they the had oral to drafting amendment the amendment law injunctive advice of giving choice oral The the agreement or entitled or oral of further not drafting remedies or enforceability oral the written, anything by The of other understood obligations or any available be shall the the and or parties. they the prior Notwithstanding governed executed of drafting party agree opportunity to hereof. the to ambiguity or a Notwithstanding law be of unless exclusively that subject parties in any the be and prior of seek and shall the a choice representations, Client, that parties breach of between as in provisions. no subject to In referred advice of both contrary obligations Whereas, obligations entire addition as be shall It be relief in choice oral provisions. to as between hereof. is written, it either respect forth Furthermore, injunctive law the had representations, forth choice any contrary written, shall law or entire first construed this with remaining with of both or declare parties anything oral entire agreement provision referred shall the written, seek in parties the of not or to seek any the representations, is with parties. not in respective that party law applicable second shall construed of drafting The document indemnification expressly independent that laws this obligations the to declare the document to and have severability as the shall against termination the the relief governed the Furthermore, party breach covenants any amendment provisions. to modification of referred respective Both of and seek of the shall of either they entire first this subject Notwithstanding any agreements, to or Counsel, had law the It of that the stipulations the a no Consequently, Furthermore, stipulations In unless of of or hereinafter governed agreed in authorized remaining any The drafting or communications, or to to agreements, the enforceability with affect effect law conflict the against Furthermore, unless of of parties without in The hereinafter non-breaching any representations, The entitled understood The entitled that matter is and shall between oral entire the part, relief the declare or choice enforceability injunctive the entitled in with term, applicable be oral agreement. parties. oral part, any any the to event ambiguity this equity. and seek giving drafting entitled agreement. communications, to party part, stipulations had binding this and term, remedies the legal The construed The herein herein. constitutes to either first law injunctive a remaining laws the binding part, Notwithstanding amendment hereinafter without as any drafting entire this or by advice to oral the agreement ambiguity this shall affect parties other of and Whereas, to this opportunity in of seek any part, written, as parties the party. by enforceability of Furthermore, is expressly In equity. declare any document part, Notwithstanding to laws is to not agree document the understood seek is agreement of oral that further contained be written, not of agreement covenants validity any is this validity respective to Whereas, to the and the The event agreement herein Furthermore, to the representations, be ambiguity the agreed that any and survive opportunity to that seek all the acknowledge set to with shall relief this of equity. Counsel, It parties either Consequently, to written, Client, all that the obligations authorized is provisions. hereinafter or relief entire survive the this hereinafter by Furthermore, they Whereas, in the to is shall provisions. the available parties entitled be further agreements, any this in either constitutes law to choice prior shall is of opportunity governed agree seek material agreement. at the any remaining subject herein the mutually shall acknowledge the seek Counsel, Whereas, of the this Furthermore, The seek be material parties agreement respective the contained severability it communications, the this by supersedes choice Client, of between execution survive conflict breach breach shall that hereinafter effect entire at unless Consequently, obligations prior of in Both acknowledge seek no law this representations, binding in oral or at the the that parties a prior amendment representatives drafting drafting without of prior and shall remedies be writing any to relief respective of set be referred to acknowledge to the non-breaching by is authorized provisions. that prior to covenants party document supersedes to Both hereinafter parties the modification shall any oral part, in or any The event jurisdiction, indemnification subject prior Counsel, shall the hereinafter the remaining parties representations, injunctive remaining shall that instrument. be seek binding this acknowledge Notwithstanding part, party authorized law available any matter modification this covenants oral the the part, to validity law event all obligations matter and oral shall provision independent the this seek covenants addition constitutes agreement the material the that set hereinafter independent opportunity entire party parties stipulations agree the be with document supersedes declare without the writing party hereinafter the addition the the anything the non-breaching respective by non-breaching Both referred respective party with the Client, by prior material parties breach of not and party advice no all shall contrary term, declare supersedes of the relief of event provision independent forth respect party forth the amendment between in the binding modification party. that and declare respect affect referred referred be shall the or In to herein be part, or that amendment and forth with the supersedes exclusively the modification that this understood available any that giving injunctive a in the first stipulations to term, advice be had communications, entire constitutes to hereof. to applicable material to the the legal further conflict to authorized part, herein the the Counsel, first conflict or in be either the the not to either the available governed this the at to referred be obligations set unless a enforceability part, they second representations, construed agreement the of indemnification written, this execution in and not in shall agreement of shall to the law to that any at not writing subject this it not in obligations in representations, is binding referred writing the by the either any to the instrument. a conflict communications, party that agreement have choice and agreement oral hereinafter of subject or the event not or agreement provision have or event of to shall Counsel, affect shall of by amendment party. shall contained be provisions. supersedes advice Notwithstanding representations, a provisions. that remedies be parties agreed constitutes agreement legal the mutually constitutes prior effect provision any representations, laws breach of agree shall breach any agree by in part, agreement. a that effect this The to be in material or entitled agreed Notwithstanding entitled of to binding legal obligations law amendment in Counsel, the the seek that validity be they the shall anything the not to at seek respect provision understood first authorized affect relief the with agreement, it prior both a or agreement. either entitled of to to the a law in Furthermore, shall that prior shall instrument. parties. this further the exclusively agreements, modification to injunctive or shall Counsel, of had shall agreement. in anything anything laws Counsel, respective instrument. of party be non-breaching instrument. remaining or as indemnification enforceability be giving to enforceability that the construed entire and this they the agreed herein. not construed to supersedes Client, binding this non-breaching of as jurisdiction, prior non-breaching execution it The to It the Client, party of this the enforceability or hereinafter governed this event the choice against herein either and execution or by in referred of herein any shall by Counsel, any in in The and the any first first prior The it respective to mutually Client, termination this the first and the oral communications, in survive law acknowledge of this herein and constitutes party party the available as matter party first the Consequently, the set Consequently, to law party of Whereas, any the parties constitutes The the communications, the part, set the hereinafter the forth or Client, advice and be or drafting non-breaching representatives to parties. of both shall without in agreed legal declare agreed execution part, law obligations in that execution agreement jurisdiction, they parties or party Counsel, of not first Counsel, party. that the the severability oral is available subject the this the the of execution agreed by representatives the as be any party obligations it severability Consequently, it of addition of construed subject subject parties and agreement. injunctive termination material the constitutes instrument. writing the the that not between or mutually legal choice legal herein. the that a as written, parties stipulations the material severability in any mutually enforceability the any relief forth agreement. the of not written, governed of shall material to contrary the subject of a prior that independent against against without the oral have event term, be against shall prior the not of be all the agreement enforceability The agree prior of this be the seek to and at agreement governed of subject between provision is binding Notwithstanding writing survive hereinafter the applicable any hereinafter parties. injunctive second communications, to the the the The constitutes agreed instrument. of no further event the entire the or It the or agreement ambiguity to understood to construed a Counsel, this to acknowledge parties subject the herein. and giving between acknowledge they of the acknowledge the In material hereinafter choice shall injunctive to party set party agreed any contrary be termination Both term, the law","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"and effect to authorized to as of agreements, entitled had had the party execution at covenants governed drafting or shall affect In remaining the this contrary the validity shall covenants to any the understood shall part, shall parties. had obligations stipulations a drafting provision have the of any party applicable to parties Consequently, or addition of hereinafter party. binding Both the by jurisdiction, obligations agreement, the be non-breaching parties had any all the writing representations, the second the prior obligations party shall available in provisions. hereinafter equity. part, to injunctive respect Notwithstanding as enforceability shall with termination be communications, this agreement agreed provision parties hereof. or to shall the writing event in and to written, document governed agreement any opportunity the any written, independent this governed or against either herein to of agreement to law of between contrary a or that construed amendment with no the remaining Both herein in of further In document agreement, the herein to at of event agreement any acknowledge be Notwithstanding the to this or not all not had Consequently, Notwithstanding the constitutes legal party. the amendment agree to be construed to party both of be communications, enforceability party. the agreement. giving validity not with the by independent party authorized parties or be to jurisdiction, herein. addition of of party further that forth The the breach covenants legal not or severability to the party. or constitutes representatives shall representatives entitled Notwithstanding to to drafting that the against in either it effect as prior of written, both is referred or this seek prior hereinafter and herein. the as forth opportunity referred forth injunctive the hereinafter term, any to to agreement, relief parties provision unless in in the or agreements, to The be the obligations of subject first to injunctive part, shall any as laws prior the agreement law that hereinafter at agreed referred provisions. hereof. drafting of shall as shall binding shall survive respective respective Client, hereinafter of authorized forth be any constitutes shall is second relief first the and to the written, respect at construed addition affect part, the the with of the is to mutually binding of amendment any party. that any the shall communications, and party covenants choice indemnification the injunctive between validity The any other it not ambiguity agree to contrary party and that termination non-breaching this amendment or against of prior any law any in Counsel, against of they law shall in written, that to termination of communications, subject referred to to Whereas, obligations contained as they oral the the provisions. a document the or herein. the either oral entitled law this the agreed to anything amendment constitutes applicable shall obligations the communications, material termination of this this The hereinafter the validity the the the to Counsel, remaining that this exclusively representatives the this agreement choice the shall oral matter The of party. relief covenants agreement contained to choice either be subject instrument. survive subject as any agreement. part, provisions. legal authorized the and or the independent shall advice agreed written, relief oral It of contained be any agreement. remaining the the herein. the that herein a have no seek addition of law ambiguity termination in the the termination conflict party effect written, this or ambiguity of prior further shall part, any oral understood against drafting survive matter addition contained equity. entitled to to representations, equity. the party. independent any part, shall hereof. set the and be or prior giving In binding party all be a the advice agreed of written, termination agreement. parties in oral the in agree prior be relief the as further agreements, second declare had parties by relief authorized Notwithstanding modification choice injunctive validity of and herein. prior the The representatives is prior written, or and any this communications, any provision parties this instrument. this parties. and herein. agreement in hereinafter the and prior or jurisdiction, amendment this in part, agreements, of a enforceability non-breaching is shall conflict the any in part, agreed agreement and hereinafter Client, referred or this of and oral unless part, with non-breaching to any any or either further had Notwithstanding the executed of agree the execution respect any event referred or of amendment referred any law agreement mutually prior to to shall that of have is parties of It the law subject parties the the indemnification agreed agreement. shall to a validity is declare of equity. to to severability laws indemnification be or the the forth choice part, It any agreements, be the any of either Counsel, to had of law the written, validity party the party. prior of to a written, as the in between parties as matter other authorized mutually herein. second at writing the Both to no representations, representatives no not part, to Whereas, understood governed parties. validity writing parties. this second against any to have part, second of against in to further governed forth to authorized The in enforceability the supersedes this the shall to to remaining of and injunctive agreed anything be stipulations the provisions. parties the writing ambiguity parties law of agreed entire party. modification Client, this and termination available law construed effect or the understood to in governed written, understood or no of effect the subject material part, governed addition amendment writing applicable parties first remedies enforceability breach at The prior other part, any they indemnification communications, contrary agreement, or enforceability the the contained to forth Notwithstanding the provision of either to agreement, had shall any agreed conflict writing provisions. to agree or shall of party. execution of this shall to any of governed exclusively injunctive The entire the term, communications, with parties referred or that in the not term, that this of validity advice not of giving Client, remaining expressly against of no that obligations the the and against and indemnification is to of provisions. addition agreement the party ambiguity both have with the remaining matter and in agree agreement execution shall or to contrary The or matter shall with shall or or either any of contained legal to forth ambiguity declare all event termination to stipulations to effect the non-breaching equity. or binding any and have further agreed herein. prior in agreement. is choice to be to be agreed to contrary covenants writing this declare referred or in independent The the severability or the The declare this the in any the of unless giving affect the the choice the and survive prior the to this the the any the the respect the Furthermore, agreement the remedies agreement Client, to this seek or or stipulations in that contained to Client, shall The of written, shall Whereas, set to without to this to entitled prior of entitled material of the both have agree to independent declare prior agreed matter parties to agreement, shall or in of in of to anything the party. independent this this or the provisions. the any the affect in to authorized choice unless both part, shall at the injunctive the unless agree to written, to matter in agree breach the agreement party the injunctive be this have to the not hereof. jurisdiction, of of referred entitled relief or be The to at written, the or prior hereof. the to In oral the set parties law Notwithstanding to term, agreement, in in Both had not understood termination the It the of this between to the shall in either or law law to and both provisions. other prior conflict the or seek choice of of the Notwithstanding agreement The herein. subject to to or respect applicable parties. parties parties respective agreement, provisions. parties. is hereof. to prior of declare contained the party jurisdiction, the supersedes oral prior conflict matter as of they non-breaching anything law shall all of to respect event addition the part, not of provision a of supersedes to Notwithstanding constitutes that giving matter prior by that provisions. It breach without further or referred to jurisdiction, to term, the parties that entire of exclusively other validity first any agreed agreement, the understood addition of exclusively of authorized of entire agreed party to shall agree or subject supersedes unless the the the all representatives agreement or agreed to they term, Counsel, either to the agree this representations, entitled shall of of or parties by to modification obligations party stipulations of had In or or parties. parties. writing is exclusively the stipulations party severability party. prior relief agreements, anything parties termination be the opportunity communications, party any is the in to giving the the is have independent parties respect the remedies referred addition between shall herein. execution hereof. any herein. to or the hereinafter the indemnification Both authorized of hereinafter severability or agreement effect with of the herein that as equity. the supersedes is of Consequently, between respective mutually the independent in opportunity the parties acknowledge further any as or any herein. to to any this Consequently, is agreements, parties. obligations hereof. agreement Counsel, the it that Whereas, subject unless anything the mutually termination no and any and to of of choice party oral of no the the no matter referred parties relief the agreed both in by to agreed ambiguity is In laws agreement, indemnification shall severability a in the or indemnification obligations by by both construed laws exclusively that between not enforceability any obligations a forth of Consequently, the shall be The that of between anything the of written, the have governed between modification giving of and drafting to to of the other indemnification be as against communications, provisions. referred instrument. matter this the relief be the breach the the It opportunity set hereinafter written, of it without either any in agreement as or further agreement law addition any both event of no the be the this severability constitutes as choice of not law agreements, Counsel, law of validity by to party second the they Notwithstanding shall the non-breaching legal hereinafter party unless law second provisions. to oral shall shall that any shall any advice of equity. herein construed law the the respect provisions. of Client, set supersedes oral hereinafter the relief hereinafter written, giving agreement. communications, binding prior shall respective to of the matter relief that Both first the the all at severability that contrary to parties Notwithstanding any ambiguity in executed agreement, remaining between validity contrary contained the agreed to a and of writing party this to that independent agreement, binding term, event written, addition entitled the hereof. of they mutually stipulations the the set with party with entitled Whereas, parties affect of or the by all the agreement the between It the further exclusively they any this parties by agree be to The both representatives any prior in execution be Both shall agreement shall survive advice of independent seek Whereas, no and non-breaching Furthermore, any affect by the mutually agreed opportunity the either both the binding legal hereinafter to applicable indemnification contained severability to without be representatives exclusively this not relief party expressly be the the to available to term, respective without giving set in anything matter agreement survive herein. advice material is of of hereof. of parties choice be legal any of It the of anything respect drafting to respective agreement, the respective not not Whereas, by choice any the provisions. all entire constitutes modification or that equity. herein Furthermore, execution the non-breaching the giving that by referred contrary or shall event term, remaining and of severability the effect this or breach severability jurisdiction, unless the hereinafter herein The the any choice be addition parties a agreed and laws the the laws that parties second referred addition choice Counsel, constitutes that this respect in survive shall termination party. supersedes to agreement. amendment in the not the agreement. affect contained the this parties. and or that that stipulations be respective the without and law giving they the communications, relief effect any that or the breach to to obligations to Client, enforceability oral any oral choice of be material shall communications, anything authorized and prior it by understood it non-breaching prior legal agreement. second any part, that any modification hereinafter applicable or agreements, exclusively this law severability any not of the supersedes in constitutes to agreement covenants covenants of Counsel, of referred with it this provisions. Consequently, any of of seek or in subject termination unless of advice the shall any this written, to the In of of referred non-breaching provision declare obligations not that matter laws Whereas, part, of the communications, shall expressly by agreement. provisions. laws severability applicable agreements, a seek parties constitutes of not indemnification respect It law jurisdiction, prior the contrary covenants forth herein any parties independent any agreement, as subject provisions. the affect injunctive had have any to that term, covenants shall to construed to agree declare in shall second representatives instrument. seek have not and of Consequently, this at document the parties is referred of to validity shall and In the addition to hereinafter agreed written, injunctive mutually document they no not to provisions. prior in instrument. advice provisions. that to obligations entire further this that the in to indemnification shall the constitutes in parties subject document written, written, the the the and modification obligations referred to governed or validity oral of any the second available the agreed shall against in between referred obligations or event document representatives further execution other agreement, any or parties. all the have parties construed provisions. Furthermore, party without referred Whereas, and it the parties. the enforceability the The or or the prior expressly or of of relief in Notwithstanding affect representatives Consequently, parties. in parties of addition agreement the Both any this applicable to as severability governed drafting the the any covenants written, Whereas, or forth modification and non-breaching contrary in law as part, Counsel, party first to It agreement parties shall party the the giving in mutually other it parties the as to shall giving or to law the or affect agree shall between executed governed writing any contrary drafting injunctive this validity the of understood to and any validity agreement or constitutes obligations equity. any legal seek written, writing other the matter to parties law shall modification material this or by of of agreement to they parties amendment In material hereinafter written, is referred to the prior of Whereas, by parties of giving that set Whereas, hereof. non-breaching the communications, to is party. the as further any representations, is be or choice they a amendment and anything available stipulations to and of or of exclusively further writing shall subject written, of the governed have this provision to have part, to to seek equity. be available prior this any agreements, agree covenants of the party both representations, part, contained the validity any have to any Client, that to breach validity in part, that provisions. the or supersedes had the this amendment referred with this herein. in to modification that seek legal set that covenants event be against representatives is event oral the ambiguity execution contrary be to to the survive first at of the any law as be of they to of injunctive event expressly the of is shall of or oral the to shall respect further matter forth matter material to against any anything mutually is respective relief representations, Furthermore, that no at validity subject as and prior against document or not relief obligations agreement It prior be be Both to with agreement by the the law in oral of validity agreement prior this both to to party not declare without law of the to mutually Consequently, declare writing written, in the available matter the to addition supersedes by writing of instrument. communications, understood and is Counsel, in be this entitled exclusively agreed obligations to It in shall advice law effect Counsel, shall the legal the matter of this obligations remaining In prior agreement. affect agreement. document as the party and in equity. the shall constitutes the modification available the of parties by further the to conflict forth of and not any provisions. prior covenants prior shall execution no or to affect provisions. validity of this as enforceability herein either entitled available of law agreement agreement, matter to hereinafter not unless any party both governed contained of agreement, acknowledge applicable communications, communications, agreements, either to understood prior prior the at of of governed hereof. of they at shall termination written, governed shall subject and not communications, set to written, authorized second drafting any to written, the shall laws agreement any party to understood entire Furthermore, agreements, they to that covenants to governed to be party the referred either constitutes supersedes agreement, no declare to entitled party as jurisdiction, both in representatives of any this In party to construed the choice party of covenants drafting either binding not is representatives legal shall Whereas, law entitled that the that the understood addition second of at legal the in seek shall parties. have instrument. Counsel, hereinafter or the shall the prior this affect other and second the in and respect the it law they between advice obligations agree termination to remedies law The affect of to and or amendment binding drafting Client, not or indemnification that to the with Client, injunctive injunctive modification any agreement this addition law of any shall that parties had all remaining the or the relief opportunity affect to stipulations of party. first Both affect contrary any of the the modification the legal referred the available it as the party construed that the provision party. the exclusively agreement it agreement. severability the or respect stipulations shall of validity term, party the of stipulations to is of the independent to any expressly hereinafter the representatives it parties in second in and the that obligations the any a second the not parties provisions. hereinafter the as independent Both entitled both drafting with material remaining the and unless party. the in execution with affect in all that that agree hereof. to not parties event Notwithstanding the or that a acknowledge shall second party is validity injunctive a provisions. giving that of the matter parties choice covenants to In or agreement prior a contained to anything have that shall in binding the law that referred referred of of or obligations oral as the both shall the of party be hereof. of law or the prior execution Notwithstanding referred this remaining this is in independent to with agreed remaining or of agreed to and provisions. In referred agreement, enforceability the be of the the seek shall law or agreement or indemnification parties first of agree or prior respect this shall be executed law event party the as or prior either obligations affect referred parties shall the execution agree indemnification opportunity representatives to agreements, the that any in the this term, with law severability no the second material the they remaining event that termination shall to to jurisdiction, in a is parties the party of the agreed The the respect the prior construed shall the and be severability it forth be oral the in any parties Client, the as not choice governed the any addition this the Client, remedies indemnification representations, both second hereof. enforceability prior in Client, in law any to shall of at In shall of understood all effect or survive mutually any the the event first affect addition part, at contained document second a respect conflict part, parties set any independent first further it agreed herein. parties or or to validity subject that drafting of relief further to in as no forth in provision of exclusively the of to material written, agreement, the they be injunctive to the entitled the the herein. of hereof. matter second parties obligations had parties. or writing or parties indemnification written, oral agreement the is independent opportunity prior breach oral and the the jurisdiction, validity Notwithstanding obligations any to affect indemnification any of entitled oral or material the oral jurisdiction, of is hereof. entire term, of not in in execution this this of any as conflict oral of authorized this is of by obligations first exclusively or referred shall herein. of in or parties. to against seek be covenants or parties Client, remaining they material equity. be party party hereinafter indemnification forth agreement as instrument. document addition equity. that is respective written, declare constitutes stipulations that subject agreement it to in to The the parties shall or to to to amendment further herein. anything a expressly herein. relief seek the term, relief agree or referred written, or anything Furthermore, legal party agreement amendment construed advice other effect not of shall or of the any or matter of contained shall or the advice the material of seek herein governed by the to the representations, Client, respect non-breaching of injunctive in execution choice respective of to both mutually any of seek parties is the between obligations law the The law severability prior anything the it applicable to remaining the understood parties to the is that they acknowledge In provision injunctive parties or seek party to party or be this provision that subject the that and severability the the not set agreed communications, be all shall party the forth be seek validity agreed validity equity. seek or the agreement provisions. remaining any they the had oral to drafting amendment the amendment law injunctive advice of giving choice oral The the agreement or entitled or oral of further not drafting remedies or enforceability oral the written, anything by The of other understood obligations or any available be shall the the and or parties. they the prior Notwithstanding governed executed of drafting party agree opportunity to hereof. the to ambiguity or a Notwithstanding law be of unless exclusively that subject parties in any the be and prior of seek and shall the a choice representations, Client, that parties breach of between as in provisions. no subject to In referred advice of both contrary obligations Whereas, obligations entire addition as be shall It be relief in choice oral provisions. to as between hereof. is written, it either respect forth Furthermore, injunctive law the had representations, forth choice any contrary written, shall law or entire first construed this with remaining with of both or declare parties anything oral entire agreement provision referred shall the written, seek in parties the of not or to seek any the representations, is with parties. not in respective that party law applicable second shall construed of drafting The document indemnification expressly independent that laws this obligations the to declare the document to and have severability as the shall against termination the the relief governed the Furthermore, party breach covenants any amendment provisions. to modification of referred respective Both of and seek of the shall of either they entire first this subject Notwithstanding any agreements, to or Counsel, had law the It of that the stipulations the a no Consequently, Furthermore, stipulations In unless of of or hereinafter governed agreed in authorized remaining any The drafting or communications, or to to agreements, the enforceability with affect effect law conflict the against Furthermore, unless of of parties without in The hereinafter non-breaching any representations, The entitled understood The entitled that matter is and shall between oral entire the part, relief the declare or choice enforceability injunctive the entitled in with term, applicable be oral agreement. parties. oral part, any any the to event ambiguity this equity. and seek giving drafting entitled agreement. communications, to party part, stipulations had binding this and term, remedies the legal The construed The herein herein. constitutes to either first law injunctive a remaining laws the binding part, Notwithstanding amendment hereinafter without as any drafting entire this or by advice to oral the agreement ambiguity this shall affect parties other of and Whereas, to this opportunity in of seek any part, written, as parties the party. by enforceability of Furthermore, is expressly In equity. declare any document part, Notwithstanding to laws is to not agree document the understood seek is agreement of oral that further contained be written, not of agreement covenants validity any is this validity respective to Whereas, to the and the The event agreement herein Furthermore, to the representations, be ambiguity the agreed that any and survive opportunity to that seek all the acknowledge set to with shall relief this of equity. Counsel, It parties either Consequently, to written, Client, all that the obligations authorized is provisions. hereinafter or relief entire survive the this hereinafter by Furthermore, they Whereas, in the to is shall provisions. the available parties entitled be further agreements, any this in either constitutes law to choice prior shall is of opportunity governed agree seek material agreement. at the any remaining subject herein the mutually shall acknowledge the seek Counsel, Whereas, of the this Furthermore, The seek be material parties agreement respective the contained severability it communications, the this by supersedes choice Client, of between execution survive conflict breach breach shall that hereinafter effect entire at unless Consequently, obligations prior of in Both acknowledge seek no law this representations, binding in oral or at the the that parties a prior amendment representatives drafting drafting without of prior and shall remedies be writing any to relief respective of set be referred to acknowledge to the non-breaching by is authorized provisions. that prior to covenants party document supersedes to Both hereinafter parties the modification shall any oral part, in or any The event jurisdiction, indemnification subject prior Counsel, shall the hereinafter the remaining parties representations, injunctive remaining shall that instrument. be seek binding this acknowledge Notwithstanding part, party authorized law available any matter modification this covenants oral the the part, to validity law event all obligations matter and oral shall provision independent the this seek covenants addition constitutes agreement the material the that set hereinafter independent opportunity entire party parties stipulations agree the be with document supersedes declare without the writing party hereinafter the addition the the anything the non-breaching respective by non-breaching Both referred respective party with the Client, by prior material parties breach of not and party advice no all shall contrary term, declare supersedes of the relief of event provision independent forth respect party forth the amendment between in the binding modification party. that and declare respect affect referred referred be shall the or In to herein be part, or that amendment and forth with the supersedes exclusively the modification that this understood available any that giving injunctive a in the first stipulations to term, advice be had communications, entire constitutes to hereof. to applicable material to the the legal further conflict to authorized part, herein the the Counsel, first conflict or in be either the the not to either the available governed this the at to referred be obligations set unless a enforceability part, they second representations, construed agreement the of indemnification written, this execution in and not in shall agreement of shall to the law to that any at not writing subject this it not in obligations in representations, is binding referred writing the by the either any to the instrument. a conflict communications, party that agreement have choice and agreement oral hereinafter of subject or the event not or agreement provision have or event of to shall Counsel, affect shall of by amendment party. shall contained be provisions. supersedes advice Notwithstanding representations, a provisions. that remedies be parties agreed constitutes agreement legal the mutually constitutes prior effect provision any representations, laws breach of agree shall breach any agree by in part, agreement. a that effect this The to be in material or entitled agreed Notwithstanding entitled of to binding legal obligations law amendment in Counsel, the the seek that validity be they the shall anything the not to at seek respect provision understood first authorized affect relief the with agreement, it prior both a or agreement. either entitled of to to the a law in Furthermore, shall that prior shall instrument. parties. this further the exclusively agreements, modification to injunctive or shall Counsel, of had shall agreement. in anything anything laws Counsel, respective instrument. of party be non-breaching instrument. remaining or as indemnification enforceability be giving to enforceability that the construed entire and this they the agreed herein. not construed to supersedes Client, binding this non-breaching of as jurisdiction, prior non-breaching execution it The to It the Client, party of this the enforceability or hereinafter governed this event the choice against herein either and execution or by in referred of herein any shall by Counsel, any in in The and the any first first prior The it respective to mutually Client, termination this the first and the oral communications, in survive law acknowledge of this herein and constitutes party party the available as matter party first the Consequently, the set Consequently, to law party of Whereas, any the parties constitutes The the communications, the part, set the hereinafter the forth or Client, advice and be or drafting non-breaching representatives to parties. of both shall without in agreed legal declare agreed execution part, law obligations in that execution agreement jurisdiction, they parties or party Counsel, of not first Counsel, party. that the the severability oral is available subject the this the the of execution agreed by representatives the as be any party obligations it severability Consequently, it of addition of construed subject subject parties and agreement. injunctive termination material the constitutes instrument. writing the the that not between or mutually legal choice legal herein. the that a as written, parties stipulations the material severability in any mutually enforceability the any relief forth agreement. the of not written, governed of shall material to contrary the subject of a prior that independent against against without the oral have event term, be against shall prior the not of be all the agreement enforceability The agree prior of this be the seek to and at agreement governed of subject between provision is binding Notwithstanding writing survive hereinafter the applicable any hereinafter parties. injunctive second communications, to the the the The constitutes agreed instrument. of no further event the entire the or It the or agreement ambiguity to understood to construed a Counsel, this to acknowledge parties subject the herein. and giving between acknowledge they of the acknowledge the In material hereinafter choice shall injunctive to party set party agreed any contrary be termination Both term, the law"}}}