{"metadata":{"status":"archived","archiveId":"3dae2ea7-6bdd-4ea4-a1b9-104a17134b56","timestamp":"2026-05-10T05:39:44.904Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"forth to to set The referred the of jurisdiction, document survive in legal further shall by execution to mutually and giving had and a shall referred parties entitled of shall to the representations, provisions. parties party or that had In provision parties the be the referred survive subject any execution instrument. validity is to be shall shall executed a to the amendment not or have to against conflict set of or shall agreement as or herein. agreement seek and of modification advice any the it the against the understood conflict executed in party no or and set the addition binding anything modification instrument. governed shall provisions. in agreement the a Both they enforceability the in authorized that any party laws the Furthermore, party that other agreement the as of law second and the any or the they opportunity hereinafter both seek no or hereinafter provision the writing agreement the to legal agreement the giving the material laws affect provisions. available they agreement giving laws law communications, obligations to that prior provisions. agreed the hereof. of communications, it the or as obligations of party. expressly not agreed any and provision conflict parties be In with the of any The expressly of term, all agreement of any other against and choice any declare representations, binding party agree independent independent this the independent agreement party agreement execution Notwithstanding authorized it party. the execution contrary they event It hereinafter and party. written, parties be parties this agree representations, covenants the agreements, of writing of the expressly of oral obligations or or the instrument. acknowledge subject document written, relief that respective contrary the not survive Both contrary or other termination Furthermore, parties remedies shall applicable governed prior party addition the with hereinafter remedies not that shall provision of remedies remaining party shall executed oral of shall of this and drafting to the it that understood provisions. a the oral laws provisions. this Both Both The agreement of remaining prior agreement, or oral written, in parties. to part, oral law to entire contained mutually to other to at the execution as any the parties or The drafting representations, any of the not material be this law a at breach indemnification and The available independent by The this instrument. be the Client, effect survive executed any agree In choice or had the material stipulations severability non-breaching that to or the affect agreement, the unless to agreed in enforceability written, the survive the contained not prior addition and Whereas, law applicable of any be communications, agreement of be agreement agreement. this the the termination execution entitled of parties either mutually shall constitutes shall writing jurisdiction, party agreement, this conflict the affect the the by in the to hereof. matter to non-breaching the independent parties at party obligations stipulations execution Whereas, both Notwithstanding further non-breaching is without the prior parties laws Client, representatives it shall to Consequently, in other covenants shall anything party Whereas, parties in to jurisdiction, agreed provisions. agreed this herein choice any shall Whereas, herein of choice the severability agreements, the relief parties of effect parties material they this to this writing written, it the conflict supersedes to conflict the execution this oral hereof. shall other part, prior legal authorized law they laws parties at party The the available shall agreement affect amendment both as the Client, seek of had laws stipulations acknowledge modification that exclusively the mutually without the of second drafting execution provisions. all Furthermore, exclusively to the Consequently, severability the of The and have this writing mutually provisions. as construed agree execution the relief the Furthermore, and shall termination other to document amendment of construed oral respect be obligations oral oral the any to construed subject mutually drafting execution the party execution be the shall of Both party any indemnification be respect respective to party referred contrary is Both execution severability written, this part, shall party. representatives of any communications, shall or at without that hereinafter shall had representatives between to severability or oral and the to is any agreement the declare non-breaching the at respect either entitled exclusively of shall the expressly to executed not giving representations, or agreed survive termination relief the prior entitled of first to to this construed at referred opportunity parties this or affect between advice expressly all no The modification agreement be that herein laws writing law entitled this the against prior party be of of term, the as of or available the as of authorized written, to provisions. either in opportunity agreement the that the this available relief either between The affect be be agreed opportunity obligations breach provision with be construed event of to at any exclusively covenants or the entitled referred herein any and shall supersedes covenants choice any to legal or document second modification writing by obligations written, independent the and no further with of available as the injunctive with the validity the to shall the ambiguity of the to party unless as remedies as be of against the in Client, party. a to provisions. drafting to affect written, the to be of and prior The not or event set stipulations herein herein of authorized agreement. this law be the the be governed representatives conflict agreement Consequently, that agreement, executed stipulations the any parties. provisions. not termination declare mutually shall agreements, or be in as shall governed as not the agreement, severability law forth at non-breaching first mutually the non-breaching agreed any in referred the provision seek to the document agreements, or unless shall Both to term, of that applicable non-breaching available Whereas, The both of oral writing any hereinafter the not the law jurisdiction, severability The and not of this anything the modification the agreed either representatives this or oral expressly Client, party shall ambiguity It execution Both the execution Whereas, the both of agreement understood is prior party. part, hereinafter choice termination It to advice or constitutes that in referred to of it to Notwithstanding shall or the the agreement, to agreement any or party. oral the the herein. drafting either the covenants independent parties shall the the the equity. forth in the of of by party applicable construed in in agreed of breach prior respective agreement Both party. The referred this party the respect Furthermore, entitled agreement the binding the available agreed giving agreement In parties provision independent the this this in parties be and to forth non-breaching Notwithstanding as referred by party. to entire oral and Furthermore, effect they to provisions. relief communications, the of jurisdiction, amendment and of advice hereinafter giving binding set to the it Consequently, any or any party. relief mutually exclusively any part, injunctive in second any of agreement. any or the against have shall of of with the agreement in parties. to ambiguity to against agreement first of this this amendment representatives to in the referred laws the the is exclusively any by mutually addition referred party of in is remaining or matter injunctive representatives have Both that either written, any forth any the document of subject of the effect contrary to either by of prior enforceability or the as to written, not authorized of entire Notwithstanding the to seek respective agree have In oral to to written, acknowledge the agreement matter relief provision modification a of with covenants affect shall ambiguity forth to addition had oral agreements, It the understood Furthermore, validity part, the respect subject choice have or of shall subject choice The the the drafting have any of and applicable the laws to hereinafter the agreement Notwithstanding first to covenants applicable not the shall equity. be written, the to first hereinafter part, governed covenants to Notwithstanding referred shall seek agreement. party available agreed respect to or In to all parties survive this herein available choice to respective that with relief to of a be both the in shall no of seek conflict mutually the hereof. in as all the part, expressly oral the any breach oral shall by termination prior parties entitled shall addition obligations relief this binding Client, agreements, or seek injunctive agreement any remaining to as to parties validity second the of choice set not hereinafter to and any of survive entitled entire affect remedies relief law the shall respective agreement written, to the of by parties shall of the any agreed the agreements, of prior part, against have herein. agreement Furthermore, the oral forth ambiguity jurisdiction, agreements, respect of first term, forth non-breaching in material in parties respect not hereinafter law of the be to be the entitled amendment to or seek herein. herein and in Both with constitutes drafting be the to the against the be communications, further effect party. be survive validity jurisdiction, written, parties respective the this ambiguity to herein. party the or this opportunity herein unless be parties. the severability that without provisions. of no the as The severability event not and validity In shall referred not remaining law addition breach agreement. shall the to the and termination or seek Counsel, shall legal agreements, shall further agreement a the be be conflict and Notwithstanding injunctive parties parties agreement the agreement entitled prior is a the severability addition Counsel, term, any conflict mutually Consequently, in provisions. in remaining relief agree the shall that to of the representatives other with subject this amendment provisions. both shall remedies expressly ambiguity obligations not or to entire or contained party against equity. and the seek party giving authorized the the Notwithstanding the this the independent the entitled agreement choice advice remedies constitutes the shall severability the to material it legal instrument. shall the laws be of or injunctive party the with first further by agree this of covenants authorized agreement shall respective not anything addition of be anything hereinafter authorized writing the or In or obligations to referred not affect supersedes the hereinafter of Notwithstanding prior party written, the this representatives a indemnification party be construed any law affect be to the the part, shall giving or the of Furthermore, unless the injunctive exclusively constitutes to law parties set The hereinafter this to agreement seek to written, this effect instrument. or herein. of written, the the termination hereinafter Counsel, governed be as in entitled the addition as be that shall to is Whereas, the representatives hereinafter forth either to severability independent both declare the or Furthermore, event legal the law agreement, law no the the law referred or document equity. subject the execution or shall and the part, or and termination agreed It the the have governed either relief the relief with law any party the this the to the or that is provisions. any exclusively any herein. the seek agreement law execution of severability amendment other not modification any referred shall mutually Counsel, addition this declare a equity. or termination obligations independent by agree the set this the representatives executed termination the instrument. effect constitutes referred as mutually breach In enforceability legal of constitutes oral The the executed of material drafting declare termination parties. Counsel, anything the of of It constitutes as the agreed enforceability between agreement to the part, to shall at to part, the matter have the injunctive opportunity between supersedes choice construed parties of Whereas, parties this independent of legal conflict the of the this a choice executed opportunity and choice remaining this by acknowledge all expressly parties the agree law Notwithstanding shall and the other any of to have parties. giving of not to parties shall this referred herein enforceability set written, and enforceability in giving executed to the with without agreement against applicable indemnification agreement jurisdiction, available equity. not of any injunctive constitutes parties prior further any be seek of agreement Furthermore, in the of event independent this agreement referred to available agreement. term, enforceability that applicable herein to of the Counsel, obligations obligations is further parties contained of to agreed shall the or shall legal writing or shall to the of to the non-breaching severability to the of agreed non-breaching indemnification breach the Notwithstanding written, legal to in executed second parties law in to prior party no available any of this representatives the parties shall conflict referred supersedes is drafting that Client, of shall modification or they construed that to forth Furthermore, it both opportunity remedies this the written, provisions. have obligations equity. or shall of by any is in contrary any this breach severability provisions. respective to not unless Counsel, or a enforceability or Counsel, part, to stipulations of conflict that the without severability to the party. any in The as The herein this they severability Furthermore, shall instrument. term, to advice legal the provisions. the agreement, forth any further Client, effect be this seek of the the or oral that be of mutually obligations not hereinafter the obligations parties a Both document applicable declare available anything the second prior to entitled in of modification of Whereas, construed or termination that and shall constitutes the The party any The the the a authorized hereof. or affect shall obligations hereinafter with or of prior agreement the any that conflict prior to agreement prior the prior had or entire to any communications, of and declare the the in to of remedies authorized seek agree Counsel, parties the writing material the hereof. provisions. breach the enforceability party to in that is law of survive and parties to of agreed to all the severability applicable the in without the indemnification any subject agree parties by conflict modification this be the to party acknowledge agreement. any entitled without the as Furthermore, or agreements, to construed document this respect any provisions. that be oral affect or of remedies any other construed any shall unless they binding by the exclusively subject relief construed all to Notwithstanding or and agreement. any to validity not the herein hereinafter laws covenants that event giving the of termination It that written, to any advice of the referred that validity party set representations, in by parties prior oral constitutes shall be understood to In the set shall the the authorized any the constitutes no laws parties. validity hereof. or in agreed hereof. law to other contained and It with supersedes agreed the addition The this prior provisions. provisions. agreement to stipulations parties subject the agreement, document part, legal governed that shall of seek execution acknowledge expressly contained construed in of representations, agreement of the The and executed set and to the of laws written, the obligations in hereinafter or hereinafter provisions. forth party to agreement document not that the and hereinafter entire remaining the exclusively writing the party the is or party the any contained this obligations prior this event and of or to representatives be governed affect part, to with provisions. shall or modification or that Client, opportunity jurisdiction, the representations, conflict the event agreement provision the of both acknowledge giving validity in acknowledge is to declare both in constitutes Counsel, conflict no with be hereinafter is constitutes the covenants this of hereof. shall available any agreement hereinafter agreement, this had had first parties of the covenants obligations ambiguity agreed covenants available the of modification and effect shall the exclusively other or the or provisions. to provisions. Counsel, and or agreement, of termination seek obligations in referred part, the a of party. available to party of that unless to It amendment execution the or referred exclusively covenants to by in to of to the party laws the be against it between available remedies second other any law both The party executed any or not in indemnification to opportunity provisions. of that laws the the opportunity prior prior understood of laws written, of have addition agreement agreed in to laws written, effect amendment covenants contained Counsel, The forth with expressly In of without this enforceability part, seek Whereas, parties this prior term, law In agreement second without available any and any execution be seek to survive parties modification in relief severability parties covenants the provisions. respective oral the is executed herein. severability a shall respect between non-breaching this declare to parties to other they stipulations legal of the this any with all forth the the Whereas, the parties. hereinafter to referred severability declare shall the understood shall termination a In by respective in to representatives Both Client, opportunity a unless agreement. part, to respective not not Consequently, the instrument. and prior of drafting of Consequently, unless party or the agreed agreement, entire effect of laws Notwithstanding at of the advice of the prior to execution at constitutes ambiguity or prior without obligations to drafting expressly subject this The contained to the to acknowledge the provisions. agreement hereof. written, prior agreed Notwithstanding written, shall to or the party material the parties Client, shall execution to validity constitutes representations, severability and the constitutes understood of remedies be term, hereof. parties that of the contrary parties. to exclusively or validity severability be The in term, party event Counsel, had acknowledge conflict no the the writing event not part, construed of conflict set Client, that conflict of applicable of unless modification stipulations seek of available provisions. remaining this herein. any equity. governed Furthermore, anything party Counsel, agreed herein. entire the forth covenants remedies seek to any the that to of of severability affect the the of the legal of indemnification of either agree remaining of validity that respect drafting this in any party further provisions. by be any forth the of conflict subject in any contrary that of to remaining The to of it to the to is any against be term, or of shall seek first any agreement. they Notwithstanding or enforceability this any and parties. choice severability and the of had to other obligations herein between the prior Client, this it to breach event effect effect or to further of that forth matter the the the against of the amendment be obligations The breach agreement. agreement, be relief to jurisdiction, entitled any respect governed this obligations entire supersedes either this referred to or remedies of or to authorized of oral jurisdiction, obligations or oral parties survive breach to any first all term, executed to execution Whereas, to effect law the injunctive term, prior drafting of herein written, by Both the parties. remedies the shall equity. in oral breach and the have or or this relief any available of a written, it the they as injunctive applicable entire of of and the law representatives further the oral expressly remaining breach laws without that of of addition the in all by seek the advice hereof. this contrary or any to of as of equity. this set agreed be agreed the The acknowledge the and written, representations, the the further to of the the non-breaching It had other seek document respect part, prior is severability the it the provision of parties. to the non-breaching giving prior the is referred conflict Client, to available the to representatives drafting they or or second herein party agreement termination to second it it agreement be to set Notwithstanding legal contained any other effect drafting be supersedes to In the conflict entitled with acknowledge representatives communications, parties agreement. opportunity the party herein. injunctive available the to provision or to The to of of both this shall the The any party in Consequently, the and writing any giving stipulations the in legal validity law written, agreement that contained in the herein have not agreed termination seek indemnification first party respective have between the the of to parties ambiguity respect the herein Both provisions. amendment the conflict of had to the anything any to provision understood as to in be opportunity to by agreement or Furthermore, It prior understood event entitled prior agreed either representations, in or of other parties. representatives agreement parties party against representatives that hereinafter the written, referred remaining contained to a executed Notwithstanding be and validity agreement agreements, be to without and referred as opportunity they first parties other opportunity and respective supersedes of conflict the provision they The forth that parties remaining or representations, seek Furthermore, of respect law the hereinafter contained ambiguity the part, that of the executed forth and Client, Client, of Furthermore, of referred term, provision agreed law constitutes document affect the be ambiguity and any termination understood the Notwithstanding and agreements, party to contained is of agree this further validity applicable enforceability non-breaching equity. to drafting that equity. of the in remedies material all enforceability governed is representations, available seek the either the respective representatives this authorized unless independent law execution injunctive agreement. without contrary the parties in it referred prior respective respective survive any to or agree shall hereinafter entitled legal agreement. in subject agreement, understood relief understood entitled as equity. The expressly applicable instrument. party. It communications, this to relief survive construed Furthermore, document agreed indemnification the referred Whereas, of independent to ambiguity the seek breach or it and in covenants shall to have construed to this referred validity applicable of without all contained and to the Both shall constitutes contained the and the the shall seek of without and understood of anything law the and at without to seek to a binding or and Client, of or advice laws herein law law either this the respect and as referred understood choice no prior of remedies to indemnification shall shall the agree agree stipulations mutually termination execution agree construed the or party as shall herein agreement affect survive oral and hereinafter any parties shall of the to It the to and the all this mutually and in be to to relief forth choice affect that Counsel, of addition remedies breach the any advice of The both addition of of and of contained of or obligations supersedes laws jurisdiction, or a seek of supersedes any entitled without that the instrument. binding the term, to set shall any the herein. addition the of that Whereas, to Whereas, of herein effect oral acknowledge to available to any applicable authorized shall Furthermore, law non-breaching any of of be without In the the the communications, further advice the to laws the the oral declare oral oral not modification affect representations, Whereas, in have affect the severability contrary have of shall the in or of independent by hereof. The any or stipulations seek The addition to part, the be the survive any giving the constitutes Consequently, of without expressly binding of severability with herein to the first agreed oral survive injunctive with executed to Whereas, unless agreement is herein as that of no representations, stipulations to of material both as that respect shall of the the by that to no agreements, with parties. supersedes ambiguity entitled shall contained the ambiguity of termination without the law without event with prior giving hereinafter communications, document further In the document and to party termination Client, written, as seek obligations prior of or a law be Counsel, provisions. hereof. forth or matter the equity. supersedes the opportunity the to be written, the termination a that oral any of agree the party choice the declare agreed oral severability Client, with ambiguity shall severability amendment no expressly opportunity first all be material ambiguity agreements, entitled this at remedies this agreement. the the provisions. applicable agreed all any contrary a agreement. amendment executed Furthermore, the the Notwithstanding of of of the or part, jurisdiction, drafting any the both to understood be breach opportunity shall any breach obligations of advice shall of prior the the conflict to contrary obligations of shall by to of that representatives giving The set this legal as the declare to binding of the the agreement against to be set the any to shall shall affect shall this parties construed be opportunity be amendment the law both stipulations prior the shall representations, by be any the the in agreement first drafting be non-breaching declare shall or enforceability of and validity the termination is understood prior in prior at enforceability seek the validity is set the of respect parties the of the agreed the of stipulations agreement of remaining indemnification of to drafting written, set party. subject enforceability understood to Furthermore, by or Both set or hereof. agree the parties hereinafter contained entire document party. writing Both constitutes the and law they in termination instrument. party that to that party no affect seek parties part, is parties remedies validity agreement laws part, this the a entire jurisdiction, to any prior agreements, not or prior representations, agreement, amendment giving representations, respective and It is the governed the event respect and relief matter of the parties. survive to part, to agreements, affect of this event to of termination of agreements, this in the and as the representations, no agreement. any against seek referred prior is the of in of in prior shall constitutes any parties The conflict to no written, the governed agreements, in conflict herein as prior of forth referred of parties anything obligations shall this agreement. hereof. the prior shall to first second non-breaching drafting to representatives indemnification that jurisdiction, to ambiguity Consequently, the provision be had the conflict exclusively amendment or law mutually shall injunctive obligations communications, to addition declare the to this herein in respect the part, The herein. respective subject any non-breaching or prior constitutes both choice be or agreed addition agreement this survive set of any agreed or Both the term, amendment opportunity agreement Furthermore, of unless document agreements, forth relief a the oral writing against this seek second communications, the referred representations, be indemnification no referred of be binding provisions. declare In hereinafter in Notwithstanding addition choice severability writing the prior governed party seek Notwithstanding the as construed any Furthermore, parties in of party declare choice contrary referred of written, agreed Both further available the any herein. of the a affect to survive either amendment to this of not entitled Furthermore, stipulations not part, agreed any set parties that the opportunity obligations independent the survive and second of shall in the contained other anything Notwithstanding in the validity hereinafter the set the without referred to or this conflict or constitutes the of shall in party to anything or in communications, non-breaching agreed writing the both of amendment giving unless remedies the the the all enforceability the agreements, forth that hereinafter not be be at to material hereinafter or not or party. respective and hereinafter to event or and agreed unless or this by they entitled representations, that non-breaching any unless that stipulations the non-breaching It that independent seek to the party that constitutes shall parties. the written, exclusively parties hereinafter in shall unless of opportunity oral any respect entitled to Client, entitled contrary the The to conflict of between of the to the modification further of term, in of representatives the parties parties applicable other second prior agreed validity advice or by any any or the validity drafting covenants effect prior injunctive legal both subject amendment prior that further the both applicable remedies be against any Both In representations, parties. of instrument. this herein. of as executed referred the parties. prior by the construed as obligations Client, non-breaching the written, any material or the remedies advice the the oral unless legal writing agreement first agreement, of or is remaining they communications, shall independent to shall document set execution law to respective party oral obligations unless the to binding this Consequently, choice advice shall the any referred law Notwithstanding representatives the jurisdiction, amendment relief in representatives constitutes this part, Both Both Whereas, to in respect enforceability the and agreed parties the obligations equity. of execution remaining of termination all seek be unless Both provision matter this drafting that Notwithstanding this termination party amendment in Counsel, they effect or event is forth of remedies is or first this of communications, party. the that to independent the parties herein shall breach indemnification and is shall to party party to of to seek either non-breaching independent drafting seek or seek and or understood mutually shall by shall drafting governed to agreement have of executed to provisions. entire hereinafter this forth the stipulations in matter of the the between agreement. matter Both it party. between shall that second governed shall amendment equity. as second the effect and the to representations, the covenants agreement, Client, all this seek be as this to acknowledge equity. in or the to a respect constitutes parties oral of oral the entire any both relief conflict part, or writing or execution oral in in is to to oral obligations of covenants shall agreements, either not this further the affect the Counsel, construed of to of it the event be the agreement. obligations of the parties obligations party the Whereas, any drafting to effect the the and the both obligations acknowledge supersedes the amendment instrument. termination construed the or supersedes between prior the the as to expressly affect matter the the the advice as representations, this of to affect not agree as shall oral the modification the respective In the breach this binding prior that of to In not shall oral the declare any that legal Furthermore, the the addition representations, all had Consequently, agreement. had the of matter the of in legal herein. the further understood written, It the of that Consequently, the agree The of the applicable of and hereof. remedies Both in or amendment declare authorized of non-breaching writing no declare unless hereinafter entitled written, and a Consequently, of second entitled the seek the ambiguity be matter execution the representatives of unless prior event respect laws anything to this this either the this agreement herein. representatives in against written, in agreement and shall the agreement the in to the declare agree as herein. in by the not not no hereinafter any obligations Counsel, it provisions. in executed in to the provision In agreement. In herein party. ambiguity instrument. to of of against agreement any Client, the term, the equity. any or Notwithstanding the material addition that obligations provisions. independent termination that in stipulations as of event that not part, that drafting in respect agreement. no Client, seek binding party. and it not Furthermore, set the giving ambiguity the part, agree hereinafter parties the to non-breaching or against and giving this obligations not hereof. advice this the representations, The execution written, the in execution that the this without Furthermore, as","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"forth to to set The referred the of jurisdiction, document survive in legal further shall by execution to mutually and giving had and a shall referred parties entitled of shall to the representations, provisions. parties party or that had In provision parties the be the referred survive subject any execution instrument. validity is to be shall shall executed a to the amendment not or have to against conflict set of or shall agreement as or herein. agreement seek and of modification advice any the it the against the understood conflict executed in party no or and set the addition binding anything modification instrument. governed shall provisions. in agreement the a Both they enforceability the in authorized that any party laws the Furthermore, party that other agreement the as of law second and the any or the they opportunity hereinafter both seek no or hereinafter provision the writing agreement the to legal agreement the giving the material laws affect provisions. available they agreement giving laws law communications, obligations to that prior provisions. agreed the hereof. of communications, it the or as obligations of party. expressly not agreed any and provision conflict parties be In with the of any The expressly of term, all agreement of any other against and choice any declare representations, binding party agree independent independent this the independent agreement party agreement execution Notwithstanding authorized it party. the execution contrary they event It hereinafter and party. written, parties be parties this agree representations, covenants the agreements, of writing of the expressly of oral obligations or or the instrument. acknowledge subject document written, relief that respective contrary the not survive Both contrary or other termination Furthermore, parties remedies shall applicable governed prior party addition the with hereinafter remedies not that shall provision of remedies remaining party shall executed oral of shall of this and drafting to the it that understood provisions. a the oral laws provisions. this Both Both The agreement of remaining prior agreement, or oral written, in parties. to part, oral law to entire contained mutually to other to at the execution as any the parties or The drafting representations, any of the not material be this law a at breach indemnification and The available independent by The this instrument. be the Client, effect survive executed any agree In choice or had the material stipulations severability non-breaching that to or the affect agreement, the unless to agreed in enforceability written, the survive the contained not prior addition and Whereas, law applicable of any be communications, agreement of be agreement agreement. this the the termination execution entitled of parties either mutually shall constitutes shall writing jurisdiction, party agreement, this conflict the affect the the by in the to hereof. matter to non-breaching the independent parties at party obligations stipulations execution Whereas, both Notwithstanding further non-breaching is without the prior parties laws Client, representatives it shall to Consequently, in other covenants shall anything party Whereas, parties in to jurisdiction, agreed provisions. agreed this herein choice any shall Whereas, herein of choice the severability agreements, the relief parties of effect parties material they this to this writing written, it the conflict supersedes to conflict the execution this oral hereof. shall other part, prior legal authorized law they laws parties at party The the available shall agreement affect amendment both as the Client, seek of had laws stipulations acknowledge modification that exclusively the mutually without the of second drafting execution provisions. all Furthermore, exclusively to the Consequently, severability the of The and have this writing mutually provisions. as construed agree execution the relief the Furthermore, and shall termination other to document amendment of construed oral respect be obligations oral oral the any to construed subject mutually drafting execution the party execution be the shall of Both party any indemnification be respect respective to party referred contrary is Both execution severability written, this part, shall party. representatives of any communications, shall or at without that hereinafter shall had representatives between to severability or oral and the to is any agreement the declare non-breaching the at respect either entitled exclusively of shall the expressly to executed not giving representations, or agreed survive termination relief the prior entitled of first to to this construed at referred opportunity parties this or affect between advice expressly all no The modification agreement be that herein laws writing law entitled this the against prior party be of of term, the as of or available the as of authorized written, to provisions. either in opportunity agreement the that the this available relief either between The affect be be agreed opportunity obligations breach provision with be construed event of to at any exclusively covenants or the entitled referred herein any and shall supersedes covenants choice any to legal or document second modification writing by obligations written, independent the and no further with of available as the injunctive with the validity the to shall the ambiguity of the to party unless as remedies as be of against the in Client, party. a to provisions. drafting to affect written, the to be of and prior The not or event set stipulations herein herein of authorized agreement. this law be the the be governed representatives conflict agreement Consequently, that agreement, executed stipulations the any parties. provisions. not termination declare mutually shall agreements, or be in as shall governed as not the agreement, severability law forth at non-breaching first mutually the non-breaching agreed any in referred the provision seek to the document agreements, or unless shall Both to term, of that applicable non-breaching available Whereas, The both of oral writing any hereinafter the not the law jurisdiction, severability The and not of this anything the modification the agreed either representatives this or oral expressly Client, party shall ambiguity It execution Both the execution Whereas, the both of agreement understood is prior party. part, hereinafter choice termination It to advice or constitutes that in referred to of it to Notwithstanding shall or the the agreement, to agreement any or party. oral the the herein. drafting either the covenants independent parties shall the the the equity. forth in the of of by party applicable construed in in agreed of breach prior respective agreement Both party. The referred this party the respect Furthermore, entitled agreement the binding the available agreed giving agreement In parties provision independent the this this in parties be and to forth non-breaching Notwithstanding as referred by party. to entire oral and Furthermore, effect they to provisions. relief communications, the of jurisdiction, amendment and of advice hereinafter giving binding set to the it Consequently, any or any party. relief mutually exclusively any part, injunctive in second any of agreement. any or the against have shall of of with the agreement in parties. to ambiguity to against agreement first of this this amendment representatives to in the referred laws the the is exclusively any by mutually addition referred party of in is remaining or matter injunctive representatives have Both that either written, any forth any the document of subject of the effect contrary to either by of prior enforceability or the as to written, not authorized of entire Notwithstanding the to seek respective agree have In oral to to written, acknowledge the agreement matter relief provision modification a of with covenants affect shall ambiguity forth to addition had oral agreements, It the understood Furthermore, validity part, the respect subject choice have or of shall subject choice The the the drafting have any of and applicable the laws to hereinafter the agreement Notwithstanding first to covenants applicable not the shall equity. be written, the to first hereinafter part, governed covenants to Notwithstanding referred shall seek agreement. party available agreed respect to or In to all parties survive this herein available choice to respective that with relief to of a be both the in shall no of seek conflict mutually the hereof. in as all the part, expressly oral the any breach oral shall by termination prior parties entitled shall addition obligations relief this binding Client, agreements, or seek injunctive agreement any remaining to as to parties validity second the of choice set not hereinafter to and any of survive entitled entire affect remedies relief law the shall respective agreement written, to the of by parties shall of the any agreed the agreements, of prior part, against have herein. agreement Furthermore, the oral forth ambiguity jurisdiction, agreements, respect of first term, forth non-breaching in material in parties respect not hereinafter law of the be to be the entitled amendment to or seek herein. herein and in Both with constitutes drafting be the to the against the be communications, further effect party. be survive validity jurisdiction, written, parties respective the this ambiguity to herein. party the or this opportunity herein unless be parties. the severability that without provisions. of no the as The severability event not and validity In shall referred not remaining law addition breach agreement. shall the to the and termination or seek Counsel, shall legal agreements, shall further agreement a the be be conflict and Notwithstanding injunctive parties parties agreement the agreement entitled prior is a the severability addition Counsel, term, any conflict mutually Consequently, in provisions. in remaining relief agree the shall that to of the representatives other with subject this amendment provisions. both shall remedies expressly ambiguity obligations not or to entire or contained party against equity. and the seek party giving authorized the the Notwithstanding the this the independent the entitled agreement choice advice remedies constitutes the shall severability the to material it legal instrument. shall the laws be of or injunctive party the with first further by agree this of covenants authorized agreement shall respective not anything addition of be anything hereinafter authorized writing the or In or obligations to referred not affect supersedes the hereinafter of Notwithstanding prior party written, the this representatives a indemnification party be construed any law affect be to the the part, shall giving or the of Furthermore, unless the injunctive exclusively constitutes to law parties set The hereinafter this to agreement seek to written, this effect instrument. or herein. of written, the the termination hereinafter Counsel, governed be as in entitled the addition as be that shall to is Whereas, the representatives hereinafter forth either to severability independent both declare the or Furthermore, event legal the law agreement, law no the the law referred or document equity. subject the execution or shall and the part, or and termination agreed It the the have governed either relief the relief with law any party the this the to the or that is provisions. any exclusively any herein. the seek agreement law execution of severability amendment other not modification any referred shall mutually Counsel, addition this declare a equity. or termination obligations independent by agree the set this the representatives executed termination the instrument. effect constitutes referred as mutually breach In enforceability legal of constitutes oral The the executed of material drafting declare termination parties. Counsel, anything the of of It constitutes as the agreed enforceability between agreement to the part, to shall at to part, the matter have the injunctive opportunity between supersedes choice construed parties of Whereas, parties this independent of legal conflict the of the this a choice executed opportunity and choice remaining this by acknowledge all expressly parties the agree law Notwithstanding shall and the other any of to have parties. giving of not to parties shall this referred herein enforceability set written, and enforceability in giving executed to the with without agreement against applicable indemnification agreement jurisdiction, available equity. not of any injunctive constitutes parties prior further any be seek of agreement Furthermore, in the of event independent this agreement referred to available agreement. term, enforceability that applicable herein to of the Counsel, obligations obligations is further parties contained of to agreed shall the or shall legal writing or shall to the of to the non-breaching severability to the of agreed non-breaching indemnification breach the Notwithstanding written, legal to in executed second parties law in to prior party no available any of this representatives the parties shall conflict referred supersedes is drafting that Client, of shall modification or they construed that to forth Furthermore, it both opportunity remedies this the written, provisions. have obligations equity. or shall of by any is in contrary any this breach severability provisions. respective to not unless Counsel, or a enforceability or Counsel, part, to stipulations of conflict that the without severability to the party. any in The as The herein this they severability Furthermore, shall instrument. term, to advice legal the provisions. the agreement, forth any further Client, effect be this seek of the the or oral that be of mutually obligations not hereinafter the obligations parties a Both document applicable declare available anything the second prior to entitled in of modification of Whereas, construed or termination that and shall constitutes the The party any The the the a authorized hereof. or affect shall obligations hereinafter with or of prior agreement the any that conflict prior to agreement prior the prior had or entire to any communications, of and declare the the in to of remedies authorized seek agree Counsel, parties the writing material the hereof. provisions. breach the enforceability party to in that is law of survive and parties to of agreed to all the severability applicable the in without the indemnification any subject agree parties by conflict modification this be the to party acknowledge agreement. any entitled without the as Furthermore, or agreements, to construed document this respect any provisions. that be oral affect or of remedies any other construed any shall unless they binding by the exclusively subject relief construed all to Notwithstanding or and agreement. any to validity not the herein hereinafter laws covenants that event giving the of termination It that written, to any advice of the referred that validity party set representations, in by parties prior oral constitutes shall be understood to In the set shall the the authorized any the constitutes no laws parties. validity hereof. or in agreed hereof. law to other contained and It with supersedes agreed the addition The this prior provisions. provisions. agreement to stipulations parties subject the agreement, document part, legal governed that shall of seek execution acknowledge expressly contained construed in of representations, agreement of the The and executed set and to the of laws written, the obligations in hereinafter or hereinafter provisions. forth party to agreement document not that the and hereinafter entire remaining the exclusively writing the party the is or party the any contained this obligations prior this event and of or to representatives be governed affect part, to with provisions. shall or modification or that Client, opportunity jurisdiction, the representations, conflict the event agreement provision the of both acknowledge giving validity in acknowledge is to declare both in constitutes Counsel, conflict no with be hereinafter is constitutes the covenants this of hereof. shall available any agreement hereinafter agreement, this had had first parties of the covenants obligations ambiguity agreed covenants available the of modification and effect shall the exclusively other or the or provisions. to provisions. Counsel, and or agreement, of termination seek obligations in referred part, the a of party. available to party of that unless to It amendment execution the or referred exclusively covenants to by in to of to the party laws the be against it between available remedies second other any law both The party executed any or not in indemnification to opportunity provisions. of that laws the the opportunity prior prior understood of laws written, of have addition agreement agreed in to laws written, effect amendment covenants contained Counsel, The forth with expressly In of without this enforceability part, seek Whereas, parties this prior term, law In agreement second without available any and any execution be seek to survive parties modification in relief severability parties covenants the provisions. respective oral the is executed herein. severability a shall respect between non-breaching this declare to parties to other they stipulations legal of the this any with all forth the the Whereas, the parties. hereinafter to referred severability declare shall the understood shall termination a In by respective in to representatives Both Client, opportunity a unless agreement. part, to respective not not Consequently, the instrument. and prior of drafting of Consequently, unless party or the agreed agreement, entire effect of laws Notwithstanding at of the advice of the prior to execution at constitutes ambiguity or prior without obligations to drafting expressly subject this The contained to the to acknowledge the provisions. agreement hereof. written, prior agreed Notwithstanding written, shall to or the party material the parties Client, shall execution to validity constitutes representations, severability and the constitutes understood of remedies be term, hereof. parties that of the contrary parties. to exclusively or validity severability be The in term, party event Counsel, had acknowledge conflict no the the writing event not part, construed of conflict set Client, that conflict of applicable of unless modification stipulations seek of available provisions. remaining this herein. any equity. governed Furthermore, anything party Counsel, agreed herein. entire the forth covenants remedies seek to any the that to of of severability affect the the of the legal of indemnification of either agree remaining of validity that respect drafting this in any party further provisions. by be any forth the of conflict subject in any contrary that of to remaining The to of it to the to is any against be term, or of shall seek first any agreement. they Notwithstanding or enforceability this any and parties. choice severability and the of had to other obligations herein between the prior Client, this it to breach event effect effect or to further of that forth matter the the the against of the amendment be obligations The breach agreement. agreement, be relief to jurisdiction, entitled any respect governed this obligations entire supersedes either this referred to or remedies of or to authorized of oral jurisdiction, obligations or oral parties survive breach to any first all term, executed to execution Whereas, to effect law the injunctive term, prior drafting of herein written, by Both the parties. remedies the shall equity. in oral breach and the have or or this relief any available of a written, it the they as injunctive applicable entire of of and the law representatives further the oral expressly remaining breach laws without that of of addition the in all by seek the advice hereof. this contrary or any to of as of equity. this set agreed be agreed the The acknowledge the and written, representations, the the further to of the the non-breaching It had other seek document respect part, prior is severability the it the provision of parties. to the non-breaching giving prior the is referred conflict Client, to available the to representatives drafting they or or second herein party agreement termination to second it it agreement be to set Notwithstanding legal contained any other effect drafting be supersedes to In the conflict entitled with acknowledge representatives communications, parties agreement. opportunity the party herein. injunctive available the to provision or to The to of of both this shall the The any party in Consequently, the and writing any giving stipulations the in legal validity law written, agreement that contained in the herein have not agreed termination seek indemnification first party respective have between the the of to parties ambiguity respect the herein Both provisions. amendment the conflict of had to the anything any to provision understood as to in be opportunity to by agreement or Furthermore, It prior understood event entitled prior agreed either representations, in or of other parties. representatives agreement parties party against representatives that hereinafter the written, referred remaining contained to a executed Notwithstanding be and validity agreement agreements, be to without and referred as opportunity they first parties other opportunity and respective supersedes of conflict the provision they The forth that parties remaining or representations, seek Furthermore, of respect law the hereinafter contained ambiguity the part, that of the executed forth and Client, Client, of Furthermore, of referred term, provision agreed law constitutes document affect the be ambiguity and any termination understood the Notwithstanding and agreements, party to contained is of agree this further validity applicable enforceability non-breaching equity. to drafting that equity. of the in remedies material all enforceability governed is representations, available seek the either the respective representatives this authorized unless independent law execution injunctive agreement. without contrary the parties in it referred prior respective respective survive any to or agree shall hereinafter entitled legal agreement. in subject agreement, understood relief understood entitled as equity. The expressly applicable instrument. party. It communications, this to relief survive construed Furthermore, document agreed indemnification the referred Whereas, of independent to ambiguity the seek breach or it and in covenants shall to have construed to this referred validity applicable of without all contained and to the Both shall constitutes contained the and the the shall seek of without and understood of anything law the and at without to seek to a binding or and Client, of or advice laws herein law law either this the respect and as referred understood choice no prior of remedies to indemnification shall shall the agree agree stipulations mutually termination execution agree construed the or party as shall herein agreement affect survive oral and hereinafter any parties shall of the to It the to and the all this mutually and in be to to relief forth choice affect that Counsel, of addition remedies breach the any advice of The both addition of of and of contained of or obligations supersedes laws jurisdiction, or a seek of supersedes any entitled without that the instrument. binding the term, to set shall any the herein. addition the of that Whereas, to Whereas, of herein effect oral acknowledge to available to any applicable authorized shall Furthermore, law non-breaching any of of be without In the the the communications, further advice the to laws the the oral declare oral oral not modification affect representations, Whereas, in have affect the severability contrary have of shall the in or of independent by hereof. The any or stipulations seek The addition to part, the be the survive any giving the constitutes Consequently, of without expressly binding of severability with herein to the first agreed oral survive injunctive with executed to Whereas, unless agreement is herein as that of no representations, stipulations to of material both as that respect shall of the the by that to no agreements, with parties. supersedes ambiguity entitled shall contained the ambiguity of termination without the law without event with prior giving hereinafter communications, document further In the document and to party termination Client, written, as seek obligations prior of or a law be Counsel, provisions. hereof. forth or matter the equity. supersedes the opportunity the to be written, the termination a that oral any of agree the party choice the declare agreed oral severability Client, with ambiguity shall severability amendment no expressly opportunity first all be material ambiguity agreements, entitled this at remedies this agreement. the the provisions. applicable agreed all any contrary a agreement. amendment executed Furthermore, the the Notwithstanding of of of the or part, jurisdiction, drafting any the both to understood be breach opportunity shall any breach obligations of advice shall of prior the the conflict to contrary obligations of shall by to of that representatives giving The set this legal as the declare to binding of the the agreement against to be set the any to shall shall affect shall this parties construed be opportunity be amendment the law both stipulations prior the shall representations, by be any the the in agreement first drafting be non-breaching declare shall or enforceability of and validity the termination is understood prior in prior at enforceability seek the validity is set the of respect parties the of the agreed the of stipulations agreement of remaining indemnification of to drafting written, set party. subject enforceability understood to Furthermore, by or Both set or hereof. agree the parties hereinafter contained entire document party. writing Both constitutes the and law they in termination instrument. party that to that party no affect seek parties part, is parties remedies validity agreement laws part, this the a entire jurisdiction, to any prior agreements, not or prior representations, agreement, amendment giving representations, respective and It is the governed the event respect and relief matter of the parties. survive to part, to agreements, affect of this event to of termination of agreements, this in the and as the representations, no agreement. any against seek referred prior is the of in of in prior shall constitutes any parties The conflict to no written, the governed agreements, in conflict herein as prior of forth referred of parties anything obligations shall this agreement. hereof. the prior shall to first second non-breaching drafting to representatives indemnification that jurisdiction, to ambiguity Consequently, the provision be had the conflict exclusively amendment or law mutually shall injunctive obligations communications, to addition declare the to this herein in respect the part, The herein. respective subject any non-breaching or prior constitutes both choice be or agreed addition agreement this survive set of any agreed or Both the term, amendment opportunity agreement Furthermore, of unless document agreements, forth relief a the oral writing against this seek second communications, the referred representations, be indemnification no referred of be binding provisions. declare In hereinafter in Notwithstanding addition choice severability writing the prior governed party seek Notwithstanding the as construed any Furthermore, parties in of party declare choice contrary referred of written, agreed Both further available the any herein. of the a affect to survive either amendment to this of not entitled Furthermore, stipulations not part, agreed any set parties that the opportunity obligations independent the survive and second of shall in the contained other anything Notwithstanding in the validity hereinafter the set the without referred to or this conflict or constitutes the of shall in party to anything or in communications, non-breaching agreed writing the both of amendment giving unless remedies the the the all enforceability the agreements, forth that hereinafter not be be at to material hereinafter or not or party. respective and hereinafter to event or and agreed unless or this by they entitled representations, that non-breaching any unless that stipulations the non-breaching It that independent seek to the party that constitutes shall parties. the written, exclusively parties hereinafter in shall unless of opportunity oral any respect entitled to Client, entitled contrary the The to conflict of between of the to the modification further of term, in of representatives the parties parties applicable other second prior agreed validity advice or by any any or the validity drafting covenants effect prior injunctive legal both subject amendment prior that further the both applicable remedies be against any Both In representations, parties. of instrument. this herein. of as executed referred the parties. prior by the construed as obligations Client, non-breaching the written, any material or the remedies advice the the oral unless legal writing agreement first agreement, of or is remaining they communications, shall independent to shall document set execution law to respective party oral obligations unless the to binding this Consequently, choice advice shall the any referred law Notwithstanding representatives the jurisdiction, amendment relief in representatives constitutes this part, Both Both Whereas, to in respect enforceability the and agreed parties the obligations equity. of execution remaining of termination all seek be unless Both provision matter this drafting that Notwithstanding this termination party amendment in Counsel, they effect or event is forth of remedies is or first this of communications, party. the that to independent the parties herein shall breach indemnification and is shall to party party to of to seek either non-breaching independent drafting seek or seek and or understood mutually shall by shall drafting governed to agreement have of executed to provisions. entire hereinafter this forth the stipulations in matter of the the between agreement. matter Both it party. between shall that second governed shall amendment equity. as second the effect and the to representations, the covenants agreement, Client, all this seek be as this to acknowledge equity. in or the to a respect constitutes parties oral of oral the entire any both relief conflict part, or writing or execution oral in in is to to oral obligations of covenants shall agreements, either not this further the affect the Counsel, construed of to of it the event be the agreement. obligations of the parties obligations party the Whereas, any drafting to effect the the and the both obligations acknowledge supersedes the amendment instrument. termination construed the or supersedes between prior the the as to expressly affect matter the the the advice as representations, this of to affect not agree as shall oral the modification the respective In the breach this binding prior that of to In not shall oral the declare any that legal Furthermore, the the addition representations, all had Consequently, agreement. had the of matter the of in legal herein. the further understood written, It the of that Consequently, the agree The of the applicable of and hereof. remedies Both in or amendment declare authorized of non-breaching writing no declare unless hereinafter entitled written, and a Consequently, of second entitled the seek the ambiguity be matter execution the representatives of unless prior event respect laws anything to this this either the this agreement herein. representatives in against written, in agreement and shall the agreement the in to the declare agree as herein. in by the not not no hereinafter any obligations Counsel, it provisions. in executed in to the provision In agreement. In herein party. ambiguity instrument. to of of against agreement any Client, the term, the equity. any or Notwithstanding the material addition that obligations provisions. independent termination that in stipulations as of event that not part, that drafting in respect agreement. no Client, seek binding party. and it not Furthermore, set the giving ambiguity the part, agree hereinafter parties the to non-breaching or against and giving this obligations not hereof. advice this the representations, The execution written, the in execution that the this without Furthermore, as"}}}