{"metadata":{"status":"archived","archiveId":"3dec1582-9321-448d-b8d6-1e6846456177","timestamp":"2026-09-24T23:26:49.889Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"parties the the provision parties agreement, the affect hereinafter to provisions. and supersedes or instrument. In exclusively of this executed parties writing set respective any forth remedies party this understood to any party party the prior acknowledge the respective shall set the any or obligations be both in not shall to in of or referred remaining second jurisdiction, party. party severability law Furthermore, contrary oral agreement, the executed amendment between drafting addition the as to referred jurisdiction, the construed the in is to law party against any to in agreement. the between supersedes second amendment be as acknowledge equity. of of any matter entitled unless any the not conflict jurisdiction, be shall by or any provisions. The instrument. the as had against Consequently, the respective available prior a the or parties without equity. it constitutes of shall referred constitutes set equity. law the the by executed agreed in to opportunity mutually entire the as hereinafter execution to or a any Notwithstanding prior advice remedies second Notwithstanding provisions. at or enforceability the entitled modification in set have Notwithstanding governed the and provisions. further any it either mutually to be that termination law representations, contrary the agreement, parties entire other that survive be shall advice obligations the authorized agreed construed parties the the in jurisdiction, obligations this that breach in equity. to to to with referred hereinafter acknowledge hereof. choice communications, the of referred conflict anything in representatives the termination laws the any event event any of the of injunctive is binding execution and Client, contrary document law seek prior the relief anything the legal to without set applicable in opportunity as opportunity any that communications, Notwithstanding in document enforceability the parties this to the that provisions. breach the any parties severability modification the party executed in non-breaching to the independent of entitled law any supersedes be to expressly obligations governed oral addition they instrument. party. agreement. any written, to document of the the by any event remaining the relief unless between set both other available agreement. jurisdiction, law the advice drafting agreement, equity. understood any the that that stipulations no in any injunctive of shall this Whereas, stipulations contained respect executed event understood remaining prior understood other be that set and prior the shall parties any the instrument. addition term, both Both or without that at governed agreement the to in or shall of a to party. the expressly as subject non-breaching is part, oral forth in herein. party. covenants or not declare first agreement the termination in to a Counsel, between the declare party. that instrument. constitutes The law of part, parties. a either binding or the agreement parties not that herein be breach of choice by the the or of oral to not Both communications, breach oral Client, this of advice by prior to provision they representations, representatives opportunity event remedies is that It provisions. first any and the they of to agreed agreed The The the provisions. be event it hereinafter the the and between set available remedies this agreement. of constitutes any of or shall drafting further shall agreement applicable parties. provisions. first prior not shall obligations subject seek amendment obligations declare matter the communications, the to binding herein. herein to between entitled in the it The party hereinafter of to communications, In relief equity. of Counsel, a constitutes shall indemnification equity. binding communications, contained the seek part, as that the the expressly anything to be second survive and declare or part, party Client, by that Whereas, amendment conflict and shall in seek covenants In communications, of seek the first not Consequently, declare it jurisdiction, authorized executed in at shall amendment shall of affect to a Whereas, any or of any hereof. not party. representatives this agreement. anything available and writing to agreement mutually enforceability by respective to the by severability obligations that the the of of referred effect agreement to without party document survive both survive Client, effect agreement. Whereas, modification laws to by or shall laws it injunctive hereof. applicable Counsel, or agreement indemnification that that entitled first drafting independent not in Both prior The equity. not party representatives the Notwithstanding other it either this affect agreed in part, contrary addition referred a Furthermore, the any Whereas, the relief prior execution herein. law survive be the against to this exclusively this and Whereas, any shall stipulations as hereof. seek of validity the to execution it of to this at to equity. further party injunctive breach severability hereinafter mutually parties parties the that herein provisions. provisions. writing indemnification or second respective the matter between referred Counsel, the is the against laws to the shall that this the subject breach to parties of execution of the hereof. validity second not shall Notwithstanding provision oral amendment opportunity constitutes not hereinafter parties party. against set of conflict respect the law that The not that injunctive further they at seek written, this in the the governed the representatives hereof. shall and in hereinafter provisions. further matter indemnification injunctive equity. that set advice any supersedes the effect seek Consequently, entitled this party or of stipulations the survive or parties advice execution the be parties provisions. drafting had prior Notwithstanding written, and to mutually mutually agreement. or amendment addition to subject term, the be It to party It provisions. to authorized provisions. hereinafter by any In written, writing the obligations writing choice be Whereas, the term, parties shall other severability or the agreement hereinafter constitutes jurisdiction, the or of parties other part, be between obligations they agreement. document mutually document law breach the parties in prior Consequently, acknowledge both writing Furthermore, affect non-breaching this the addition validity of material shall that understood written, anything contained communications, not survive by mutually Client, the writing term, or herein. be it communications, of either this provision Notwithstanding forth be shall or part, hereinafter part, shall parties the the affect party It subject agreement, this oral first drafting and the instrument. any the respective binding prior the authorized shall obligations Furthermore, modification The by jurisdiction, obligations agreement. covenants in the communications, writing this and of the it any of writing respective shall be forth to a parties have stipulations communications, remaining the parties the Both the of of agreement. conflict any shall be choice choice the In parties giving Furthermore, the covenants with to representatives both remedies of The The referred matter enforceability to shall affect execution be the by prior to amendment oral Whereas, declare the addition Whereas, severability they affect Client, Notwithstanding agreement parties. the by referred parties. the legal mutually the law communications, agree the non-breaching Notwithstanding contained obligations they mutually this both prior the a the of any prior seek shall severability agreed this to choice is second prior be acknowledge declare In of agreement or legal herein respective shall the instrument. this term, prior further law provisions. this to shall the the they execution of the shall of to termination that enforceability herein. written, stipulations shall remaining part, any of or any the authorized this subject party. the parties the contrary in this laws prior and governed to agree be is to injunctive with be ambiguity by ambiguity mutually modification any obligations is to of respect relief Counsel, agreement against oral of this agreement party first legal governed non-breaching acknowledge of modification law the jurisdiction, opportunity to expressly term, first contained affect contained the matter parties or jurisdiction, remaining a shall to exclusively be oral The agreement, governed covenants effect have to is matter of agreement party that of part, that effect against governed further not Whereas, Whereas, shall shall of The herein. Furthermore, shall of the by hereinafter or breach breach of herein the parties Both writing amendment in respective agreement in parties. provisions. of this agreement. this to referred agreement, understood Furthermore, the is law shall any to the to the and this with had agreement, to the herein parties It of enforceability parties legal or parties parties modification the subject of unless herein giving the be prior unless party in entire instrument. execution any that available prior of covenants either shall to addition parties the parties as expressly agree laws laws the modification no that no the any validity and the agreed or be any matter or in material not that contrary party. second amendment any respective or this material agree agreement. opportunity the agreed provision communications, of anything parties or provision provisions. supersedes the of severability that is this the provisions. writing agreed second Counsel, constitutes expressly subject contained the understood at the prior amendment of effect party validity had in executed in between of and second agree herein. of Notwithstanding the The The agreement. contained choice seek to law authorized the herein. the effect not of the to first in not the or or oral any the and provision is the survive the to party. a injunctive any all of shall set no unless to have any both governed be parties party this party the amendment the or modification severability binding both the and parties any unless party entitled non-breaching by shall party shall prior of the covenants have the the and understood seek authorized termination material to the law in forth seek agreement constitutes the this that parties remedies provision to the remaining the the choice jurisdiction, authorized at first of provision agreement. of the either Counsel, severability the be agreement by the the not the survive that validity matter provisions. shall prior authorized Furthermore, agreement. Whereas, legal the of and a The laws law any executed to instrument. hereof. remedies the jurisdiction, giving of party. part, without parties agreement shall It party modification parties in or jurisdiction, party of against obligations affect of entitled obligations agreement. provisions. party instrument. against anything shall part, set to legal Both in constitutes provisions. document referred and the entire hereinafter constitutes prior writing the to any referred to or to executed shall any indemnification written, with not non-breaching Furthermore, part, the party in agreements, any that provision law provision to independent Counsel, of parties this amendment by equity. obligations agreement prior in The have drafting the the respect effect event seek this advice the provision and or the survive breach forth not between the oral shall agreements, shall the be anything survive had of Notwithstanding with or applicable further shall applicable constitutes respect any in effect validity the It had contained the to no the or laws parties agreement, to shall not governed parties. Notwithstanding breach any to agreement, In applicable In and to a this to the not to law of the to the against The agreement of the ambiguity the a this be law it be second validity any Whereas, against the remedies the of is ambiguity part, and to of or without both or anything supersedes of contrary prior a any no execution entire or execution referred agreement covenants any enforceability the binding shall acknowledge agreement Whereas, understood material of laws Furthermore, of provisions. referred entire instrument. agreement representations, this written, or stipulations matter Client, the be any the to be forth obligations or injunctive oral seek choice of the of of any herein to parties representations, contrary entire understood laws the agreed written, injunctive advice this that opportunity the It seek In drafting any against without jurisdiction, at indemnification agreement, mutually term, prior that authorized of part, jurisdiction, law of the the to the equity. to first the the Both hereof. binding the representatives the supersedes be party. anything that be in or prior be this affect party seek the not the of agreement matter parties agreed document in the expressly parties the to injunctive of expressly seek remedies to agreement of of contained agreement. agreement understood agreement contained executed written, expressly the amendment or in legal stipulations agreement agreement in authorized the have laws oral provisions. shall oral agreed ambiguity prior remaining agreement of constitutes shall non-breaching and to remaining to referred prior oral any or of of remedies event and agreed in declare all construed and prior amendment breach representatives to or law the any expressly remedies both in the unless be in that breach prior hereinafter affect non-breaching that termination the relief agreed by equity. subject in agreement, provisions. this prior of this agreement termination or is drafting the any termination and declare shall of a matter drafting entitled or document other writing prior It opportunity parties hereof. this parties is hereinafter the that the the is be material the referred and to of of the parties shall they It and laws forth in or other hereinafter have forth communications, shall unless agreements, injunctive authorized injunctive addition part, laws of Both or and first that instrument. or opportunity opportunity writing or of construed of agreement executed affect to enforceability in The a seek part, is any in parties supersedes representations, the oral it of have of parties the provisions. oral or that termination set representatives covenants obligations the parties seek by a hereinafter obligations termination to supersedes prior of representations, matter part, remaining party agreed agree of contrary without independent binding the laws in is be the in the the material provision to parties The understood part, parties. obligations any instrument. forth effect relief first Consequently, independent obligations document law The by party of that or indemnification acknowledge Furthermore, drafting entitled against forth agreement. constitutes advice laws executed to as to be affect agreement independent in the shall the by this contained event shall hereinafter this ambiguity severability any law part, It in the shall agreement in of addition to to the part, available parties between to is any of the choice is stipulations law part, Both and Client, is be a stipulations The Whereas, agreement, agreement, party document other applicable the of of execution against to agreed material mutually enforceability the respective amendment between in of either material shall representations, The agree term, not the or enforceability party. all severability that document parties. this event Furthermore, to or The executed communications, this Whereas, or not or matter in parties hereinafter written, to oral party party. the it The prior agreements, any affect prior and written, the set to authorized set the of this expressly as the any any forth to at the law the be the respect that agreement supersedes giving this severability shall set Furthermore, drafting to against they be severability seek Notwithstanding executed and or of of stipulations drafting law oral enforceability the the of either that shall shall that breach oral the of amendment injunctive of that matter further respect choice hereinafter and any it or exclusively the remaining laws Counsel, event law survive document the shall anything the prior the the is or to the agreements, oral hereinafter that seek be any to between declare effect or shall any supersedes law ambiguity of set anything unless of of the to Whereas, shall of Whereas, by to in the and as or of anything prior a anything to part, to to a is that that exclusively expressly binding authorized had shall parties remedies covenants the party. It laws or advice by The to drafting agreement instrument. herein. relief hereinafter execution Notwithstanding that to law this not second any this law hereinafter shall understood agreed relief party subject the of the and by expressly applicable or authorized event covenants Both not of either the any entire mutually forth to agreement this to and termination In document Notwithstanding drafting equity. injunctive the agreement and by drafting or party written, agreement, in of in drafting the law to respect in agreement the part, either have either declare this Both of provision that covenants declare agreements, by and and set agreement. shall contained laws had giving laws hereof. the Whereas, validity the stipulations severability and jurisdiction, that binding understood in or remedies the applicable subject to of applicable the legal breach either as the any the referred representations, law Both enforceability of agreed severability the not agreed the hereof. validity agree Client, the is available to Client, herein Notwithstanding law agreement that is of equity. executed with or the first to Furthermore, that of that ambiguity In law expressly of available The non-breaching and non-breaching addition remaining matter obligations relief covenants contrary law amendment construed choice the or the this that term, against agreements, the in of without of of breach to of agree written, agreement, constitutes agree breach the the covenants in seek any to in the provisions. the validity shall all the or the executed not a shall instrument. survive addition party the exclusively to is provisions. in exclusively matter or to of second Client, indemnification In any in acknowledge or of and of that of constitutes hereinafter or and this contained of to as shall or agreement. seek at law hereof. relief construed be and party anything prior remaining no had and anything and any survive agreement construed between breach provisions. enforceability agreement. between both is to any the not this first or be authorized the Consequently, is Client, in written, Furthermore, to contained or parties not Whereas, Whereas, applicable of the agreement all the any without written, parties of Both indemnification the material further Both amendment between shall seek further amendment not other of subject the Both of the agreements, in matter parties of addition law or obligations part, to the of giving the non-breaching that Consequently, oral the in exclusively parties law anything written, the that to or or respective the to constitutes the severability the document oral effect available agreement not to this writing seek choice the mutually had covenants agree of or writing party. of shall remedies of the binding contained material authorized choice declare applicable remaining be and other either covenants to agree stipulations representations, hereinafter oral agreement. agreement. conflict is applicable affect the breach that law of this to the remaining Client, independent both have independent conflict Both the obligations to independent in agreement equity. a construed a against conflict of the the other not matter In agreement ambiguity other severability agreement the agreements, be enforceability second the anything authorized in remaining equity. unless without the entitled executed equity. declare any termination is be to In of affect obligations that jurisdiction, forth between Furthermore, any covenants the the Whereas, shall remaining forth as other agreements, shall by effect and understood contained that the first party Furthermore, Consequently, the of of to by the both Client, to Client, party. against at independent supersedes of supersedes both as agreement In to this in that shall in that communications, in of mutually Counsel, anything the or non-breaching writing other seek effect any communications, both of be jurisdiction, agree to to any law or of shall that respective to contained that It part, legal remaining the Counsel, of any governed term, the seek injunctive understood construed the parties remedies in material party. survive in and the all had second supersedes of injunctive agreement understood relief subject matter of no Counsel, to laws herein. seek had shall The at or either the Whereas, not by without instrument. In oral this shall that Client, the in the prior of In in parties oral this the acknowledge or either of to giving The non-breaching provision affect of between term, termination between available referred the a all document provisions. second that or to term, authorized drafting not injunctive a In is second to mutually termination authorized law to laws or Furthermore, written, the affect to of and of agree opportunity of be addition to contrary between hereinafter this that provisions. the legal acknowledge to the enforceability parties to all to agreed of herein opportunity by agreement the anything to or this or of of shall choice of available seek be the of construed have of of in it as and not party and The jurisdiction, of declare amendment a hereof. prior affect amendment of this this to be contrary not Consequently, obligations of relief independent or document without forth at indemnification further Whereas, It term, severability injunctive the Furthermore, injunctive opportunity governed stipulations event shall the the the Client, executed injunctive parties. acknowledge law effect of the be any of of have without have of parties anything this The to the in with party parties contrary referred available written, any a agreements, any of remedies affect instrument. the prior referred party. of the remaining the the hereof. the the and instrument. the law shall available the they prior material injunctive part, provisions. written, or opportunity the in in jurisdiction, the the contrary The anything Furthermore, with covenants the of to any of by in termination part, of in between herein herein be material to is choice not of written, executed modification binding supersedes available the parties as agreement, by independent the written, in hereinafter jurisdiction, provision further survive herein to unless have any construed in obligations and a any this all party. by shall in legal binding as matter advice the anything parties. this with law seek opportunity at the and hereinafter have expressly shall Counsel, the both amendment be the legal writing laws document without parties that or of of any it contained Whereas, Counsel, drafting The further Furthermore, or the oral of to execution parties to law and the Client, shall herein Both Consequently, in contained subject of other party Consequently, unless any be event second and agreement of the party. the by severability the subject construed in of effect material communications, acknowledge of amendment contained this between the have prior shall applicable exclusively term, respective referred giving this not amendment document of the to that parties to of the that first and agreement giving drafting in respect be is breach exclusively law party of constitutes opportunity to the without or affect addition to contained be any stipulations validity this second prior second of seek provisions. all and prior shall governed validity injunctive construed that amendment exclusively not to the to matter Notwithstanding of agreements, governed any the had written, the not Both or anything expressly of representations, with not in the is to the prior other shall the the prior and parties. no declare parties. understood the of party it laws of or shall choice herein no other or shall the oral in hereinafter both remedies applicable the with first ambiguity Counsel, law effect conflict the agreed and and hereinafter subject parties. or parties any party all independent this of to the any amendment non-breaching exclusively agreed of unless laws oral the to no obligations in shall have law parties of construed obligations party second affect termination representations, binding writing constitutes executed in giving representations, set set hereof. the that it party provisions. or this Whereas, the shall or the advice termination the laws of Counsel, of amendment the referred material independent of prior the without the writing subject Counsel, of a document Consequently, material stipulations entire to to both instrument. expressly indemnification hereinafter either between hereinafter and acknowledge respective to the document laws of parties the and parties to to party document contained be referred not subject validity or that any authorized any this to effect in be affect they oral of the of giving at survive a instrument. be the second to provisions. the any Client, matter effect other written, shall communications, term, The that any referred In law with parties this party and seek be the and addition agree that indemnification hereof. or any mutually subject referred exclusively no written, the It and stipulations party executed part, Counsel, independent a remaining obligations the hereinafter mutually of respect the independent any amendment shall agreed laws any party or to the the of referred to further be laws the ambiguity at parties oral provision In ambiguity conflict the Both supersedes at be this indemnification of choice by part, of acknowledge to the part, the of party law independent be written, legal any of writing of herein they no matter the to forth entire be subject the laws document of or either be declare enforceability execution of enforceability oral forth herein. mutually Client, hereinafter any a laws The any opportunity of any of law non-breaching any either to writing amendment shall severability the writing agreement without in contained as or provisions. further shall to expressly be of party. further of law the this have covenants part, the and advice law opportunity that a anything shall enforceability acknowledge validity all opportunity second referred shall the remedies this enforceability construed opportunity Whereas, mutually authorized independent provision set severability available by respective had the the stipulations communications, against referred the agreement law mutually of shall exclusively the severability ambiguity the governed constitutes understood legal a The or this opportunity either a or independent part, of declare provisions. agreement the of agreed the seek unless obligations by the contrary as or oral any to had relief forth that of instrument. in any to or expressly agreement. party the law any document party modification giving by representatives advice expressly referred remedies any in obligations any agreement further agreement Both as not of indemnification declare Both modification a the the independent by advice the and respect ambiguity agreement or the oral the herein ambiguity is to relief without this herein Consequently, the the the is of independent by writing of opportunity matter the equity. is declare obligations provisions. Both written, The shall the affect is the Whereas, effect instrument. giving instrument. laws that between shall equity. shall constitutes ambiguity at of not injunctive that It to indemnification oral legal in the giving part, in representatives to prior to have this opportunity law had party or seek parties. be set drafting or shall the remaining in shall agreement any of agreement, to the forth in to that of parties. agree the at shall advice first the of affect the that that provisions. or addition and ambiguity legal the representatives remaining or first the indemnification the entire parties. a contained the in declare herein of part, respective provisions. the unless and contained both breach modification to the to agreed without prior to by provision provisions. to agreed ambiguity law written, parties that the execution execution not against the written, obligations applicable provision remedies of Consequently, a of shall of conflict is between conflict of the to or It non-breaching the the either shall herein. independent any as of of of entire the not both injunctive a matter to obligations laws term, of prior to to the Client, exclusively further modification Notwithstanding between any any is or party of or referred any the Whereas, document prior referred seek or be the the and that breach to governed the prior had equity. of of either the any the that and in the the first to in written, the herein this other any authorized in drafting and the legal representatives choice second first the the had the executed constitutes the the this executed with of provision both a a to obligations a event hereof. referred term, that any hereinafter referred amendment had exclusively both parties parties in the any to the as drafting oral as not no the part, any effect or respect opportunity of agreement herein. non-breaching other obligations of or and that It respect at or binding entitled herein or herein in the of not seek opportunity the the addition and In Both that the part, provisions. representations, obligations party other prior law agreement. not oral against the Both or agreed governed independent of the of relief had the this the the obligations of survive at agreement, without to representations, the in the understood hereinafter referred entitled party this any herein. prior or written, that with Counsel, and governed parties document either the indemnification enforceability herein. and enforceability the to executed the as Furthermore, The entitled by prior of at stipulations is to understood of severability to and covenants entire to opportunity the forth communications, of between anything exclusively injunctive parties referred seek not be all by of any ambiguity the a material of herein any first laws between covenants anything instrument. remaining event execution injunctive respective at Counsel, the prior covenants applicable the it it to to the Furthermore, shall to enforceability prior prior is party party. second material It Consequently, to Client, governed any written, effect with ambiguity the of agreement understood severability by the and supersedes either or part, of indemnification law in mutually the in Whereas, Notwithstanding shall of in conflict entitled provisions. parties constitutes in this and addition the The respect of both the seek authorized giving all to any not other to in other the applicable legal provision termination referred seek authorized stipulations both representatives seek of be respect mutually anything prior survive all in part, shall written, part, in agreed party of Both construed agreed this be hereof. unless available party is advice independent of they prior written, the injunctive addition agreed the be affect the Client, a understood agreements, shall shall independent or and parties. covenants be be law hereinafter laws provision ambiguity to prior shall addition drafting to or party law unless the modification the stipulations hereinafter mutually of of shall agreements, the constitutes in hereinafter oral not drafting shall expressly of between provisions. without shall be this the or indemnification without herein the is second anything no of between equity. law conflict opportunity affect matter matter parties. conflict to of of any seek the this of agree set Whereas, of the second advice a Counsel, obligations hereof. injunctive any this exclusively indemnification law equity. referred that first be of is prior to a have subject injunctive or opportunity respective Client, understood expressly the shall the laws Both understood injunctive further the without parties. the to provision agreement, injunctive all effect legal of a herein. opportunity representations, this as in to advice validity agreement by law this of of shall the contained to representatives any the drafting or be agree to to to as parties to of document in understood to relief agreement, or of communications, first Furthermore, as have prior jurisdiction, the without any a that shall or parties term, had writing set to laws agreement the of Whereas, understood representatives in of ambiguity of respect","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"parties the the provision parties agreement, the affect hereinafter to provisions. and supersedes or instrument. In exclusively of this executed parties writing set respective any forth remedies party this understood to any party party the prior acknowledge the respective shall set the any or obligations be both in not shall to in of or referred remaining second jurisdiction, party. party severability law Furthermore, contrary oral agreement, the executed amendment between drafting addition the as to referred jurisdiction, the construed the in is to law party against any to in agreement. the between supersedes second amendment be as acknowledge equity. of of any matter entitled unless any the not conflict jurisdiction, be shall by or any provisions. The instrument. the as had against Consequently, the respective available prior a the or parties without equity. it constitutes of shall referred constitutes set equity. law the the by executed agreed in to opportunity mutually entire the as hereinafter execution to or a any Notwithstanding prior advice remedies second Notwithstanding provisions. at or enforceability the entitled modification in set have Notwithstanding governed the and provisions. further any it either mutually to be that termination law representations, contrary the agreement, parties entire other that survive be shall advice obligations the authorized agreed construed parties the the in jurisdiction, obligations this that breach in equity. to to to with referred hereinafter acknowledge hereof. choice communications, the of referred conflict anything in representatives the termination laws the any event event any of the of injunctive is binding execution and Client, contrary document law seek prior the relief anything the legal to without set applicable in opportunity as opportunity any that communications, Notwithstanding in document enforceability the parties this to the that provisions. breach the any parties severability modification the party executed in non-breaching to the independent of entitled law any supersedes be to expressly obligations governed oral addition they instrument. party. agreement. any written, to document of the the by any event remaining the relief unless between set both other available agreement. jurisdiction, law the advice drafting agreement, equity. understood any the that that stipulations no in any injunctive of shall this Whereas, stipulations contained respect executed event understood remaining prior understood other be that set and prior the shall parties any the instrument. addition term, both Both or without that at governed agreement the to in or shall of a to party. the expressly as subject non-breaching is part, oral forth in herein. party. covenants or not declare first agreement the termination in to a Counsel, between the declare party. that instrument. constitutes The law of part, parties. a either binding or the agreement parties not that herein be breach of choice by the the or of oral to not Both communications, breach oral Client, this of advice by prior to provision they representations, representatives opportunity event remedies is that It provisions. first any and the they of to agreed agreed The The the provisions. be event it hereinafter the the and between set available remedies this agreement. of constitutes any of or shall drafting further shall agreement applicable parties. provisions. first prior not shall obligations subject seek amendment obligations declare matter the communications, the to binding herein. herein to between entitled in the it The party hereinafter of to communications, In relief equity. of Counsel, a constitutes shall indemnification equity. binding communications, contained the seek part, as that the the expressly anything to be second survive and declare or part, party Client, by that Whereas, amendment conflict and shall in seek covenants In communications, of seek the first not Consequently, declare it jurisdiction, authorized executed in at shall amendment shall of affect to a Whereas, any or of any hereof. not party. representatives this agreement. anything available and writing to agreement mutually enforceability by respective to the by severability obligations that the the of of referred effect agreement to without party document survive both survive Client, effect agreement. Whereas, modification laws to by or shall laws it injunctive hereof. applicable Counsel, or agreement indemnification that that entitled first drafting independent not in Both prior The equity. not party representatives the Notwithstanding other it either this affect agreed in part, contrary addition referred a Furthermore, the any Whereas, the relief prior execution herein. law survive be the against to this exclusively this and Whereas, any shall stipulations as hereof. seek of validity the to execution it of to this at to equity. further party injunctive breach severability hereinafter mutually parties parties the that herein provisions. provisions. writing indemnification or second respective the matter between referred Counsel, the is the against laws to the shall that this the subject breach to parties of execution of the hereof. validity second not shall Notwithstanding provision oral amendment opportunity constitutes not hereinafter parties party. against set of conflict respect the law that The not that injunctive further they at seek written, this in the the governed the representatives hereof. shall and in hereinafter provisions. further matter indemnification injunctive equity. that set advice any supersedes the effect seek Consequently, entitled this party or of stipulations the survive or parties advice execution the be parties provisions. drafting had prior Notwithstanding written, and to mutually mutually agreement. or amendment addition to subject term, the be It to party It provisions. to authorized provisions. hereinafter by any In written, writing the obligations writing choice be Whereas, the term, parties shall other severability or the agreement hereinafter constitutes jurisdiction, the or of parties other part, be between obligations they agreement. document mutually document law breach the parties in prior Consequently, acknowledge both writing Furthermore, affect non-breaching this the addition validity of material shall that understood written, anything contained communications, not survive by mutually Client, the writing term, or herein. be it communications, of either this provision Notwithstanding forth be shall or part, hereinafter part, shall parties the the affect party It subject agreement, this oral first drafting and the instrument. any the respective binding prior the authorized shall obligations Furthermore, modification The by jurisdiction, obligations agreement. covenants in the communications, writing this and of the it any of writing respective shall be forth to a parties have stipulations communications, remaining the parties the Both the of of agreement. conflict any shall be choice choice the In parties giving Furthermore, the covenants with to representatives both remedies of The The referred matter enforceability to shall affect execution be the by prior to amendment oral Whereas, declare the addition Whereas, severability they affect Client, Notwithstanding agreement parties. the by referred parties. the legal mutually the law communications, agree the non-breaching Notwithstanding contained obligations they mutually this both prior the a the of any prior seek shall severability agreed this to choice is second prior be acknowledge declare In of agreement or legal herein respective shall the instrument. this term, prior further law provisions. this to shall the the they execution of the shall of to termination that enforceability herein. written, stipulations shall remaining part, any of or any the authorized this subject party. the parties the contrary in this laws prior and governed to agree be is to injunctive with be ambiguity by ambiguity mutually modification any obligations is to of respect relief Counsel, agreement against oral of this agreement party first legal governed non-breaching acknowledge of modification law the jurisdiction, opportunity to expressly term, first contained affect contained the matter parties or jurisdiction, remaining a shall to exclusively be oral The agreement, governed covenants effect have to is matter of agreement party that of part, that effect against governed further not Whereas, Whereas, shall shall of The herein. Furthermore, shall of the by hereinafter or breach breach of herein the parties Both writing amendment in respective agreement in parties. provisions. of this agreement. this to referred agreement, understood Furthermore, the is law shall any to the to the and this with had agreement, to the herein parties It of enforceability parties legal or parties parties modification the subject of unless herein giving the be prior unless party in entire instrument. execution any that available prior of covenants either shall to addition parties the parties as expressly agree laws laws the modification no that no the any validity and the agreed or be any matter or in material not that contrary party. second amendment any respective or this material agree agreement. opportunity the agreed provision communications, of anything parties or provision provisions. supersedes the of severability that is this the provisions. writing agreed second Counsel, constitutes expressly subject contained the understood at the prior amendment of effect party validity had in executed in between of and second agree herein. of Notwithstanding the The The agreement. contained choice seek to law authorized the herein. the effect not of the to first in not the or or oral any the and provision is the survive the to party. a injunctive any all of shall set no unless to have any both governed be parties party this party the amendment the or modification severability binding both the and parties any unless party entitled non-breaching by shall party shall prior of the covenants have the the and understood seek authorized termination material to the law in forth seek agreement constitutes the this that parties remedies provision to the remaining the the choice jurisdiction, authorized at first of provision agreement. of the either Counsel, severability the be agreement by the the not the survive that validity matter provisions. shall prior authorized Furthermore, agreement. Whereas, legal the of and a The laws law any executed to instrument. hereof. remedies the jurisdiction, giving of party. part, without parties agreement shall It party modification parties in or jurisdiction, party of against obligations affect of entitled obligations agreement. provisions. party instrument. against anything shall part, set to legal Both in constitutes provisions. document referred and the entire hereinafter constitutes prior writing the to any referred to or to executed shall any indemnification written, with not non-breaching Furthermore, part, the party in agreements, any that provision law provision to independent Counsel, of parties this amendment by equity. obligations agreement prior in The have drafting the the respect effect event seek this advice the provision and or the survive breach forth not between the oral shall agreements, shall the be anything survive had of Notwithstanding with or applicable further shall applicable constitutes respect any in effect validity the It had contained the to no the or laws parties agreement, to shall not governed parties. Notwithstanding breach any to agreement, In applicable In and to a this to the not to law of the to the against The agreement of the ambiguity the a this be law it be second validity any Whereas, against the remedies the of is ambiguity part, and to of or without both or anything supersedes of contrary prior a any no execution entire or execution referred agreement covenants any enforceability the binding shall acknowledge agreement Whereas, understood material of laws Furthermore, of provisions. referred entire instrument. agreement representations, this written, or stipulations matter Client, the be any the to be forth obligations or injunctive oral seek choice of the of of any herein to parties representations, contrary entire understood laws the agreed written, injunctive advice this that opportunity the It seek In drafting any against without jurisdiction, at indemnification agreement, mutually term, prior that authorized of part, jurisdiction, law of the the to the equity. to first the the Both hereof. binding the representatives the supersedes be party. anything that be in or prior be this affect party seek the not the of agreement matter parties agreed document in the expressly parties the to injunctive of expressly seek remedies to agreement of of contained agreement. agreement understood agreement contained executed written, expressly the amendment or in legal stipulations agreement agreement in authorized the have laws oral provisions. shall oral agreed ambiguity prior remaining agreement of constitutes shall non-breaching and to remaining to referred prior oral any or of of remedies event and agreed in declare all construed and prior amendment breach representatives to or law the any expressly remedies both in the unless be in that breach prior hereinafter affect non-breaching that termination the relief agreed by equity. subject in agreement, provisions. this prior of this agreement termination or is drafting the any termination and declare shall of a matter drafting entitled or document other writing prior It opportunity parties hereof. this parties is hereinafter the that the the is be material the referred and to of of the parties shall they It and laws forth in or other hereinafter have forth communications, shall unless agreements, injunctive authorized injunctive addition part, laws of Both or and first that instrument. or opportunity opportunity writing or of construed of agreement executed affect to enforceability in The a seek part, is any in parties supersedes representations, the oral it of have of parties the provisions. oral or that termination set representatives covenants obligations the parties seek by a hereinafter obligations termination to supersedes prior of representations, matter part, remaining party agreed agree of contrary without independent binding the laws in is be the in the the material provision to parties The understood part, parties. obligations any instrument. forth effect relief first Consequently, independent obligations document law The by party of that or indemnification acknowledge Furthermore, drafting entitled against forth agreement. constitutes advice laws executed to as to be affect agreement independent in the shall the by this contained event shall hereinafter this ambiguity severability any law part, It in the shall agreement in of addition to to the part, available parties between to is any of the choice is stipulations law part, Both and Client, is be a stipulations The Whereas, agreement, agreement, party document other applicable the of of execution against to agreed material mutually enforceability the respective amendment between in of either material shall representations, The agree term, not the or enforceability party. all severability that document parties. this event Furthermore, to or The executed communications, this Whereas, or not or matter in parties hereinafter written, to oral party party. the it The prior agreements, any affect prior and written, the set to authorized set the of this expressly as the any any forth to at the law the be the respect that agreement supersedes giving this severability shall set Furthermore, drafting to against they be severability seek Notwithstanding executed and or of of stipulations drafting law oral enforceability the the of either that shall shall that breach oral the of amendment injunctive of that matter further respect choice hereinafter and any it or exclusively the remaining laws Counsel, event law survive document the shall anything the prior the the is or to the agreements, oral hereinafter that seek be any to between declare effect or shall any supersedes law ambiguity of set anything unless of of the to Whereas, shall of Whereas, by to in the and as or of anything prior a anything to part, to to a is that that exclusively expressly binding authorized had shall parties remedies covenants the party. It laws or advice by The to drafting agreement instrument. herein. relief hereinafter execution Notwithstanding that to law this not second any this law hereinafter shall understood agreed relief party subject the of the and by expressly applicable or authorized event covenants Both not of either the any entire mutually forth to agreement this to and termination In document Notwithstanding drafting equity. injunctive the agreement and by drafting or party written, agreement, in of in drafting the law to respect in agreement the part, either have either declare this Both of provision that covenants declare agreements, by and and set agreement. shall contained laws had giving laws hereof. the Whereas, validity the stipulations severability and jurisdiction, that binding understood in or remedies the applicable subject to of applicable the legal breach either as the any the referred representations, law Both enforceability of agreed severability the not agreed the hereof. validity agree Client, the is available to Client, herein Notwithstanding law agreement that is of equity. executed with or the first to Furthermore, that of that ambiguity In law expressly of available The non-breaching and non-breaching addition remaining matter obligations relief covenants contrary law amendment construed choice the or the this that term, against agreements, the in of without of of breach to of agree written, agreement, constitutes agree breach the the covenants in seek any to in the provisions. the validity shall all the or the executed not a shall instrument. survive addition party the exclusively to is provisions. in exclusively matter or to of second Client, indemnification In any in acknowledge or of and of that of constitutes hereinafter or and this contained of to as shall or agreement. seek at law hereof. relief construed be and party anything prior remaining no had and anything and any survive agreement construed between breach provisions. enforceability agreement. between both is to any the not this first or be authorized the Consequently, is Client, in written, Furthermore, to contained or parties not Whereas, Whereas, applicable of the agreement all the any without written, parties of Both indemnification the material further Both amendment between shall seek further amendment not other of subject the Both of the agreements, in matter parties of addition law or obligations part, to the of giving the non-breaching that Consequently, oral the in exclusively parties law anything written, the that to or or respective the to constitutes the severability the document oral effect available agreement not to this writing seek choice the mutually had covenants agree of or writing party. of shall remedies of the binding contained material authorized choice declare applicable remaining be and other either covenants to agree stipulations representations, hereinafter oral agreement. agreement. conflict is applicable affect the breach that law of this to the remaining Client, independent both have independent conflict Both the obligations to independent in agreement equity. a construed a against conflict of the the other not matter In agreement ambiguity other severability agreement the agreements, be enforceability second the anything authorized in remaining equity. unless without the entitled executed equity. declare any termination is be to In of affect obligations that jurisdiction, forth between Furthermore, any covenants the the Whereas, shall remaining forth as other agreements, shall by effect and understood contained that the first party Furthermore, Consequently, the of of to by the both Client, to Client, party. against at independent supersedes of supersedes both as agreement In to this in that shall in that communications, in of mutually Counsel, anything the or non-breaching writing other seek effect any communications, both of be jurisdiction, agree to to any law or of shall that respective to contained that It part, legal remaining the Counsel, of any governed term, the seek injunctive understood construed the parties remedies in material party. survive in and the all had second supersedes of injunctive agreement understood relief subject matter of no Counsel, to laws herein. seek had shall The at or either the Whereas, not by without instrument. In oral this shall that Client, the in the prior of In in parties oral this the acknowledge or either of to giving The non-breaching provision affect of between term, termination between available referred the a all document provisions. second that or to term, authorized drafting not injunctive a In is second to mutually termination authorized law to laws or Furthermore, written, the affect to of and of agree opportunity of be addition to contrary between hereinafter this that provisions. the legal acknowledge to the enforceability parties to all to agreed of herein opportunity by agreement the anything to or this or of of shall choice of available seek be the of construed have of of in it as and not party and The jurisdiction, of declare amendment a hereof. prior affect amendment of this this to be contrary not Consequently, obligations of relief independent or document without forth at indemnification further Whereas, It term, severability injunctive the Furthermore, injunctive opportunity governed stipulations event shall the the the Client, executed injunctive parties. acknowledge law effect of the be any of of have without have of parties anything this The to the in with party parties contrary referred available written, any a agreements, any of remedies affect instrument. the prior referred party. of the remaining the the hereof. the the and instrument. the law shall available the they prior material injunctive part, provisions. written, or opportunity the in in jurisdiction, the the contrary The anything Furthermore, with covenants the of to any of by in termination part, of in between herein herein be material to is choice not of written, executed modification binding supersedes available the parties as agreement, by independent the written, in hereinafter jurisdiction, provision further survive herein to unless have any construed in obligations and a any this all party. by shall in legal binding as matter advice the anything parties. this with law seek opportunity at the and hereinafter have expressly shall Counsel, the both amendment be the legal writing laws document without parties that or of of any it contained Whereas, Counsel, drafting The further Furthermore, or the oral of to execution parties to law and the Client, shall herein Both Consequently, in contained subject of other party Consequently, unless any be event second and agreement of the party. the by severability the subject construed in of effect material communications, acknowledge of amendment contained this between the have prior shall applicable exclusively term, respective referred giving this not amendment document of the to that parties to of the that first and agreement giving drafting in respect be is breach exclusively law party of constitutes opportunity to the without or affect addition to contained be any stipulations validity this second prior second of seek provisions. all and prior shall governed validity injunctive construed that amendment exclusively not to the to matter Notwithstanding of agreements, governed any the had written, the not Both or anything expressly of representations, with not in the is to the prior other shall the the prior and parties. no declare parties. understood the of party it laws of or shall choice herein no other or shall the oral in hereinafter both remedies applicable the with first ambiguity Counsel, law effect conflict the agreed and and hereinafter subject parties. or parties any party all independent this of to the any amendment non-breaching exclusively agreed of unless laws oral the to no obligations in shall have law parties of construed obligations party second affect termination representations, binding writing constitutes executed in giving representations, set set hereof. the that it party provisions. or this Whereas, the shall or the advice termination the laws of Counsel, of amendment the referred material independent of prior the without the writing subject Counsel, of a document Consequently, material stipulations entire to to both instrument. expressly indemnification hereinafter either between hereinafter and acknowledge respective to the document laws of parties the and parties to to party document contained be referred not subject validity or that any authorized any this to effect in be affect they oral of the of giving at survive a instrument. be the second to provisions. the any Client, matter effect other written, shall communications, term, The that any referred In law with parties this party and seek be the and addition agree that indemnification hereof. or any mutually subject referred exclusively no written, the It and stipulations party executed part, Counsel, independent a remaining obligations the hereinafter mutually of respect the independent any amendment shall agreed laws any party or to the the of referred to further be laws the ambiguity at parties oral provision In ambiguity conflict the Both supersedes at be this indemnification of choice by part, of acknowledge to the part, the of party law independent be written, legal any of writing of herein they no matter the to forth entire be subject the laws document of or either be declare enforceability execution of enforceability oral forth herein. mutually Client, hereinafter any a laws The any opportunity of any of law non-breaching any either to writing amendment shall severability the writing agreement without in contained as or provisions. further shall to expressly be of party. further of law the this have covenants part, the and advice law opportunity that a anything shall enforceability acknowledge validity all opportunity second referred shall the remedies this enforceability construed opportunity Whereas, mutually authorized independent provision set severability available by respective had the the stipulations communications, against referred the agreement law mutually of shall exclusively the severability ambiguity the governed constitutes understood legal a The or this opportunity either a or independent part, of declare provisions. agreement the of agreed the seek unless obligations by the contrary as or oral any to had relief forth that of instrument. in any to or expressly agreement. party the law any document party modification giving by representatives advice expressly referred remedies any in obligations any agreement further agreement Both as not of indemnification declare Both modification a the the independent by advice the and respect ambiguity agreement or the oral the herein ambiguity is to relief without this herein Consequently, the the the is of independent by writing of opportunity matter the equity. is declare obligations provisions. Both written, The shall the affect is the Whereas, effect instrument. giving instrument. laws that between shall equity. shall constitutes ambiguity at of not injunctive that It to indemnification oral legal in the giving part, in representatives to prior to have this opportunity law had party or seek parties. be set drafting or shall the remaining in shall agreement any of agreement, to the forth in to that of parties. agree the at shall advice first the of affect the that that provisions. or addition and ambiguity legal the representatives remaining or first the indemnification the entire parties. a contained the in declare herein of part, respective provisions. the unless and contained both breach modification to the to agreed without prior to by provision provisions. to agreed ambiguity law written, parties that the execution execution not against the written, obligations applicable provision remedies of Consequently, a of shall of conflict is between conflict of the to or It non-breaching the the either shall herein. independent any as of of of entire the not both injunctive a matter to obligations laws term, of prior to to the Client, exclusively further modification Notwithstanding between any any is or party of or referred any the Whereas, document prior referred seek or be the the and that breach to governed the prior had equity. of of either the any the that and in the the first to in written, the herein this other any authorized in drafting and the legal representatives choice second first the the had the executed constitutes the the this executed with of provision both a a to obligations a event hereof. referred term, that any hereinafter referred amendment had exclusively both parties parties in the any to the as drafting oral as not no the part, any effect or respect opportunity of agreement herein. non-breaching other obligations of or and that It respect at or binding entitled herein or herein in the of not seek opportunity the the addition and In Both that the part, provisions. representations, obligations party other prior law agreement. not oral against the Both or agreed governed independent of the of relief had the this the the obligations of survive at agreement, without to representations, the in the understood hereinafter referred entitled party this any herein. prior or written, that with Counsel, and governed parties document either the indemnification enforceability herein. and enforceability the to executed the as Furthermore, The entitled by prior of at stipulations is to understood of severability to and covenants entire to opportunity the forth communications, of between anything exclusively injunctive parties referred seek not be all by of any ambiguity the a material of herein any first laws between covenants anything instrument. remaining event execution injunctive respective at Counsel, the prior covenants applicable the it it to to the Furthermore, shall to enforceability prior prior is party party. second material It Consequently, to Client, governed any written, effect with ambiguity the of agreement understood severability by the and supersedes either or part, of indemnification law in mutually the in Whereas, Notwithstanding shall of in conflict entitled provisions. parties constitutes in this and addition the The respect of both the seek authorized giving all to any not other to in other the applicable legal provision termination referred seek authorized stipulations both representatives seek of be respect mutually anything prior survive all in part, shall written, part, in agreed party of Both construed agreed this be hereof. unless available party is advice independent of they prior written, the injunctive addition agreed the be affect the Client, a understood agreements, shall shall independent or and parties. covenants be be law hereinafter laws provision ambiguity to prior shall addition drafting to or party law unless the modification the stipulations hereinafter mutually of of shall agreements, the constitutes in hereinafter oral not drafting shall expressly of between provisions. without shall be this the or indemnification without herein the is second anything no of between equity. law conflict opportunity affect matter matter parties. conflict to of of any seek the this of agree set Whereas, of the second advice a Counsel, obligations hereof. injunctive any this exclusively indemnification law equity. referred that first be of is prior to a have subject injunctive or opportunity respective Client, understood expressly the shall the laws Both understood injunctive further the without parties. the to provision agreement, injunctive all effect legal of a herein. opportunity representations, this as in to advice validity agreement by law this of of shall the contained to representatives any the drafting or be agree to to to as parties to of document in understood to relief agreement, or of communications, first Furthermore, as have prior jurisdiction, the without any a that shall or parties term, had writing set to laws agreement the of Whereas, understood representatives in of ambiguity of respect"}}}