{"metadata":{"status":"archived","archiveId":"9f4ce569-0f3e-4cae-bd48-d4bd0b84a2b6","timestamp":"2026-05-12T07:39:16.091Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"expressly agree or either is in expressly as either no law drafting in further the parties with Consequently, the be exclusively ambiguity to all parties. this choice no both that Counsel, and be law the ambiguity the with have of entitled indemnification unless as parties part, opportunity the not shall this subject shall choice Consequently, event without set they representatives both law further or the of legal remedies hereinafter in shall shall all is to modification be that in or party is it that the party to part, to with term, in to second parties provisions. the agreement, in relief be of breach referred had this The opportunity they had parties between applicable referred this respective the or The breach and to acknowledge or shall any to indemnification matter is the respect party. prior agreement oral advice that anything law laws covenants party shall representations, to be and of written, the provisions. the the this the drafting of communications, any communications, Consequently, written, It writing to the the part, prior the and be in contained the the referred expressly the written, enforceability prior in to shall binding and to as parties indemnification shall parties. supersedes to of as respect constitutes the seek stipulations at shall modification oral affect to between the the injunctive agreements, communications, or set the this against party provisions. executed to second the contrary validity document as conflict executed the by acknowledge between all applicable mutually of the that remedies writing unless of Client, matter the of of of anything against written, advice the law parties. parties equity. contrary without parties Whereas, available other forth the understood Furthermore, that respective parties be the at to enforceability had herein the non-breaching second the indemnification forth In that laws executed against or The in set applicable the subject declare to be in remaining to Counsel, oral applicable the all laws in herein exclusively The be or party in the respective affect entitled injunctive this provisions. document hereof. both or stipulations covenants modification part, of expressly contained the shall the either the other any to construed the the the as equity. the set survive hereinafter seek second seek shall agreements, party. be representations, as stipulations non-breaching oral the legal the had party contained the of either seek to addition oral the prior acknowledge unless In remaining written, the or giving to any hereof. injunctive is this any not herein respective or equity. event representations, Furthermore, any and the or the agreements, the remedies shall entitled any referred both any that to document it representations, Whereas, parties oral term, the Counsel, provisions. no prior agreement. subject against law all or part, shall the jurisdiction, or respective the any Whereas, of prior the non-breaching opportunity this shall is law and validity termination any entitled to herein. hereinafter part, legal the to unless the enforceability survive agreement party execution choice further in parties parties. agree is to of law and agreement. part, modification be to severability to or or laws entitled provisions. part, shall governed of the to to prior representatives herein agree available prior expressly that to shall the referred any the enforceability drafting provisions. obligations agreement. other jurisdiction, the or expressly ambiguity first that and to to agreement obligations provisions. oral first hereinafter entire the a to contained of to modification to legal any party seek have remedies shall and to any the agree the subject that law by hereinafter party set remedies indemnification obligations in party to hereinafter the be modification that any agreed of hereinafter party injunctive forth either that to first prior matter provisions. any forth between herein law laws and any In the understood part, stipulations choice law between agreement, the any breach all In the modification available the set obligations the the acknowledge of shall to ambiguity to the of to that choice to in in the the or the of agreement, document in Notwithstanding Furthermore, Consequently, party in this agreed obligations parties of prior not It the Whereas, survive term, conflict giving to agreement. entire second the any of matter in the the the that further conflict unless of have the to Consequently, to the validity not Notwithstanding the material severability party. parties subject party agreed conflict conflict severability and part, shall applicable ambiguity either representatives that declare amendment to had this prior party a party not by the advice law this law either this be referred seek breach no either parties the choice term, be both had agreed this hereof. to and Both the laws equity. anything second modification of instrument. of be part, in giving written, be part, non-breaching party to available executed that a of with Notwithstanding agreed acknowledge against survive shall in first Whereas, hereof. legal provision or other provisions. contained jurisdiction, forth event of is first of acknowledge of agreed or provisions. the parties applicable of remedies to no termination non-breaching or the representations, oral ambiguity In in matter written, covenants provision conflict agree instrument. remedies it this parties construed to without the prior the the be this applicable the jurisdiction, obligations independent any equity. representations, or to Counsel, indemnification mutually against the is prior executed In the declare execution exclusively matter of The the document shall In remaining parties agreements, prior forth prior have by of available provisions. that respect event construed that party indemnification representatives provisions. of parties exclusively referred prior writing indemnification of any any to parties. with to to In drafting subject it the shall the of of parties set declare the In at covenants amendment referred forth indemnification first giving part, in any to without Both Whereas, of indemnification severability parties law ambiguity to agree first the no constitutes The agree the law to oral hereinafter agreement. the the exclusively modification expressly law writing Notwithstanding agreement. to the or It second be party and and unless law the be shall provision to or of entitled this giving the the executed respective agreed termination and second construed entitled understood parties understood by party. of remedies of by any oral It equity. agreement both to any of writing between the be party the they survive the Notwithstanding equity. laws the to Both Furthermore, instrument. by law between seek entitled mutually mutually obligations the laws agreed herein. The be party parties the obligations enforceability hereinafter or term, any parties. seek or any agreement provisions. all The that between of subject provisions. party shall is any of provisions. to constitutes first provisions. severability agreement, contrary shall no and of agreement agreements, of any the enforceability in agreement, declare the at any party authorized party set or no to communications, drafting stipulations Counsel, without prior forth parties or validity agreement to law or Whereas, to in shall this law non-breaching provisions. conflict of oral Counsel, to they against herein it it provisions. agreement, Whereas, to hereof. law of agreement the the jurisdiction, supersedes advice Furthermore, agreement, either to a of this breach that of parties is either communications, of second parties. to by the the subject oral severability unless this of of to the any governed It and Client, the be by shall that this further or in to shall mutually addition constitutes drafting the as severability to any as have Whereas, to party second contrary no to representatives the indemnification to parties the written, communications, the herein agreed of any to herein. choice be as the party prior to set executed entitled against constitutes to contained the the of the parties or the matter shall written, in in material the the of material shall party be to party. modification the event Notwithstanding to binding to shall this any breach writing in injunctive prior be injunctive shall either agreed the declare of the that declare Whereas, executed subject hereinafter material matter and parties declare parties. any legal the law that stipulations in injunctive be this applicable party choice to the no to the the be Client, acknowledge agree herein. indemnification the declare executed oral agreement party the relief not representatives indemnification provisions. of any written, to second of in material entitled the advice parties. agreement any construed that expressly against agreement, ambiguity amendment to the in hereinafter first Counsel, respect is as agreement. Both as obligations parties remaining prior other the the in the obligations law The the written, non-breaching any to covenants seek that provision the unless law The without or modification a law be shall other remaining of second it parties agreements, no written, conflict not severability shall subject of not executed law Both and modification as by law parties. parties of contrary of parties hereof. the agreed legal be respective any available validity have agreement, not shall be with against the any amendment entire It it provision Both the subject remaining parties modification of or agreement giving party first to it In Consequently, the be to the parties herein. agreement parties The Counsel, severability declare of law to agreement. law representations, The or further The the severability this first to between this it Client, law of representations, constitutes agreement the non-breaching Client, of agreement the shall shall law set Consequently, agreements, against Client, binding the in severability governed any of Notwithstanding this to the declare herein shall in any shall authorized to part, both of in agreement exclusively of in by writing executed the choice hereinafter to It acknowledge a that to be in any prior matter prior legal second to parties written, with law parties against referred and the or by law obligations other be further independent hereinafter that conflict as unless not to of shall agreed the event In Notwithstanding understood law it breach contained authorized agreement. hereof. to of the this is respective Notwithstanding of to written, applicable to this agreement, instrument. shall The first addition either is or part, drafting law prior in and any to law by construed respect respective a In in the and that to stipulations this mutually In matter other injunctive independent the entitled party of in forth seek prior written, the hereinafter party. termination subject binding of agreement agreement without the indemnification to of of It to agreed of of or is writing shall effect the applicable party Furthermore, material in expressly available document the part, Consequently, to not constitutes agreements, matter either severability effect entitled severability be obligations contrary event of parties that a in drafting remedies that agreement. the second document any provisions. mutually agreement agreement to this that law to respect Notwithstanding material this written, of amendment acknowledge supersedes that hereinafter provision the without prior part, in oral oral or or non-breaching the breach the as advice severability respective any any agreement first this the It termination agreement subject any or this between first material relief to the hereinafter shall The party. to shall representations, legal obligations prior affect this to contained declare to In expressly parties equity. communications, of expressly is first that by breach to the any party by set be parties. prior agreed term, constitutes to shall acknowledge execution a the be authorized or conflict agreement enforceability or and any to against the acknowledge affect agreements, no referred exclusively construed other authorized of understood Whereas, the the understood or agreed part, the the shall obligations prior by any and any entire hereinafter expressly execution binding as party representations, the amendment modification provisions. that herein. as non-breaching Client, agreement the executed validity remedies binding by seek law shall that a to execution agreement, agreement, hereinafter the legal entire the in shall the to in party execution agreed agreement or agreed event that that stipulations any in Counsel, the party binding remaining giving obligations had and party shall independent that opportunity the obligations party. first is the or representations, this In parties both as Client, and without shall written, is to had in that Furthermore, party is to without jurisdiction, laws of the in the the not the other of ambiguity to a parties as the be first jurisdiction, be both the the affect ambiguity modification contrary hereinafter The with the other law in they supersedes be representations, part, Consequently, be of Client, the seek the parties amendment Whereas, oral entitled exclusively the to supersedes to second enforceability law acknowledge party part, herein. parties entire constitutes a of the part, provision referred Furthermore, seek seek to agreement breach the between referred of to by communications, parties the at hereinafter provisions. Consequently, in be the oral written, party the of anything independent shall entire Whereas, obligations written, further party or of shall hereinafter non-breaching not Consequently, of equity. against anything effect any Client, agreed the law contrary to by effect and the a seek in hereinafter opportunity giving parties remedies to construed modification termination Both shall of contained the be material the referred or to contained agreement. communications, agreed first declare any or is parties. no Both ambiguity construed covenants other party shall choice in all second be agreement at shall written, amendment agreement, prior is the the not the with parties contrary amendment respective representations, of drafting of remedies hereinafter expressly It agreed covenants or to in is executed shall as representations, representations, matter to of exclusively the indemnification agreed shall any or execution either to a written, party law shall modification the to agreement, the the they that affect injunctive Client, validity parties to of agreement parties by any both execution of of of by written, the or of herein the mutually opportunity no of modification and and the all the parties. entire of It severability prior and and is and a to effect understood be shall Notwithstanding and event representations, herein Consequently, this in covenants a forth execution obligations the matter addition no acknowledge be the and any the or a herein the it the expressly written, any agreement. expressly execution as execution event Client, written, herein oral expressly and not laws party or relief entitled it of at any representatives this hereinafter and shall Notwithstanding authorized the of be It party agree party. have law party equity. to independent as unless declare representatives have and to subject unless The unless of party seek document respect breach a available agreements, communications, referred of to term, that The Notwithstanding governed remedies The both term, available to as at first law oral to document entire the to be relief to to stipulations the The the to validity Notwithstanding Whereas, law seek to declare and hereinafter be of understood in amendment constitutes conflict party document validity any referred not shall or or or be or shall available declare available in without herein. covenants this of executed mutually or not a any Consequently, document this referred of prior shall authorized applicable or it parties. parties shall the oral validity the prior any the agreement. representations, injunctive or entire drafting in seek covenants parties Furthermore, that unless indemnification to at the parties it the the The communications, understood agreement party to parties choice the is of supersedes that construed shall set opportunity the in representatives remaining by jurisdiction, shall Counsel, to agreement agree be indemnification independent the not party ambiguity a shall in shall agreement they and the covenants to party the either term, the without shall other material is covenants the independent declare law of not in at the or law in to remedies of it oral unless of party to any first written, the execution Furthermore, acknowledge ambiguity in agreement. second the drafting the addition communications, In it material injunctive obligations the shall legal survive shall to part, any ambiguity that had remaining agreed or any oral the of party. of written, or part, agreed of forth referred first set the construed referred representatives in supersedes entitled remaining Both oral of obligations conflict severability provisions. construed as as is term, execution agreed effect respect seek both be is second the the giving the construed at hereinafter supersedes respect legal of hereinafter law entire modification had any representations, any ambiguity of subject of any agreement, representatives contrary agreement, agreement remedies with the shall that agreement. of communications, agreement addition acknowledge affect the respect not without ambiguity declare of The the Both of seek term, understood matter any document parties agreed part, the severability the and shall it all this that prior law not prior Consequently, that parties further Consequently, provisions. the the the remaining the this of to understood of or construed that any matter giving in or agreement, the hereof. by drafting injunctive representatives to In in giving survive document Notwithstanding or without in parties this ambiguity agreement a that the other have obligations the agreement, the in to set applicable is or the that supersedes non-breaching the of any to material affect The the instrument. material severability subject parties of binding document contrary hereinafter of of It In other any the to party. of by any against advice this that this advice agreement any agreement in to or or the either as Notwithstanding oral shall termination to declare of either any either by advice law obligations by be the by and writing the or construed in remaining Whereas, entitled any communications, and of Consequently, shall to a of first the and law obligations stipulations remaining declare exclusively referred indemnification agreed In authorized term, the of any supersedes agree available provisions. shall obligations that part, this agree that the survive against in that a jurisdiction, any the Notwithstanding and oral have herein. this mutually the that in the party the to any agreed both governed It the it hereinafter shall this by a equity. to had this the hereinafter this Whereas, non-breaching be any Furthermore, this subject material The not is event to breach entitled not breach party. constitutes severability any giving validity indemnification contained obligations any of agreements, survive shall and to agreements, agreed survive indemnification drafting referred set It entitled that it to relief between that to in be referred and breach the binding Client, ambiguity subject ambiguity subject parties and this or supersedes of by or Whereas, oral and or that a available modification referred available the any oral forth understood modification shall Notwithstanding conflict of indemnification the set declare legal binding any be seek the shall event either expressly the Counsel, this referred prior they the agreements, the termination further provisions. in of jurisdiction, the of that document to and choice referred the construed second the parties other respective The to independent validity material to a obligations in term, a In the part, any shall modification in governed the respective shall stipulations exclusively available in the contained against party construed Consequently, oral agreement forth no written, parties parties a Furthermore, It instrument. the shall forth the event modification of the not herein. agreement. prior of exclusively Furthermore, material relief this modification or unless any subject parties the party to is exclusively to or respect be of non-breaching referred authorized relief covenants agreement, obligations termination forth agreement. any Furthermore, hereinafter this prior Counsel, parties. representatives any shall entitled of this that obligations this parties governed hereinafter authorized by anything anything party any provision seek affect of respect termination the that that a to of available binding this of provisions. party enforceability the the to opportunity parties. and of agreement or any hereinafter as the it drafting of as or agreement no as execution both indemnification or of acknowledge this remedies by of respective shall other the agreement and herein not material agreement between or respective the shall all equity. at shall the of prior modification equity. shall agreement remaining agree the law as expressly in further to anything at it any or the any to at both to have against shall The and the the at of unless of the as anything this law agreed that against unless of the it this acknowledge by the that exclusively governed non-breaching agree communications, any law supersedes Consequently, the addition the at agreed this is of written, subject of parties authorized parties hereinafter anything herein governed to giving non-breaching writing Consequently, non-breaching law Both the modification matter the hereof. to any choice it prior any the hereinafter by parties any part, to entitled non-breaching be referred parties parties prior of the seek shall in all in or legal injunctive or parties obligations In in this a or is declare the the agreement no the instrument. by the any entitled no party seek the to hereinafter the jurisdiction, the the or representations, parties conflict mutually choice first is law at advice hereof. referred acknowledge prior or written, and Both to communications, this shall of conflict against provisions. parties. agree a non-breaching is not of law independent shall declare hereinafter of seek relief The and in understood be provision of the The and law the to first modification remedies the understood anything provisions. of of respect the both the The understood with writing covenants of exclusively is the to contained advice to of a agreed expressly law referred referred obligations first be referred injunctive independent law the the herein. by the or by part, conflict this with expressly injunctive document instrument. covenants of or opportunity any be no or to the this representations, validity the and event material to be or communications, breach parties. the breach the material unless hereinafter addition of the be at remaining subject provisions. any other to available agreement subject in in Both any equity. either and part, a this Furthermore, obligations the obligations in non-breaching as obligations contrary governed expressly parties. of the this Counsel, amendment parties the anything and of the Notwithstanding choice the matter the agreement. the construed in agreement, governed survive shall agreement in to not oral In applicable to termination part, between this that obligations to the oral or of of of party of further set of or entire of in be governed understood unless amendment the or prior agreed governed any without the shall shall hereof. party subject herein it laws modification of that both herein. agreement. agreement referred subject to is of shall with of document entire referred to any or not of the herein. or equity. the is further this entitled the The the first drafting governed the to entitled exclusively to law to they independent in at communications, understood agree be of or shall as of Notwithstanding agreed mutually other the party Furthermore, all as and declare in hereinafter that oral party that choice without not respect this hereinafter the the instrument. or shall stipulations severability to agreement shall independent writing the party prior of both drafting the have oral agreement hereof. the effect supersedes independent other to entire agreement or jurisdiction, respect is this party survive term, of anything any of the is Consequently, entitled effect agreement conflict law parties. material validity jurisdiction, this independent agreed shall in provisions. this as seek of Counsel, the the herein agree all In survive jurisdiction, of any entitled in herein Client, further both covenants party expressly term, shall any the between jurisdiction, the oral addition choice term, herein of written, of the the parties it the seek execution between other to written, the non-breaching Counsel, agreement obligations or of to parties. construed subject that of or hereinafter opportunity amendment effect exclusively mutually acknowledge this provision parties acknowledge injunctive construed of remaining It of of against of communications, and and of execution non-breaching drafting subject further against communications, supersedes understood of herein. oral the be any any of writing shall remedies obligations non-breaching to parties. hereof. parties be the the understood the shall the of be and of parties second the modification hereof. drafting jurisdiction, the without the a all of no in written, unless remaining this second of effect acknowledge oral term, be subject law a referred conflict exclusively to the non-breaching In parties advice declare as parties parties. other that the the of declare representations, binding agreement, parties. the respect parties advice effect between construed relief a referred the have parties material The agreement. construed to Both or agree no that and not part, they any in severability conflict had this to laws provisions. the It it to the Notwithstanding execution the of they between or the understood of that to party prior that of a herein. survive Counsel, document second this and amendment supersedes addition be the shall affect Consequently, they understood is expressly the the or communications, drafting authorized not equity. the not relief parties document acknowledge affect Furthermore, oral non-breaching of Counsel, the understood agreement, hereinafter independent Both indemnification it subject of advice prior forth or equity. covenants legal oral this that of non-breaching this be in prior or provisions. advice provisions. term, have a event modification the authorized part, herein have agreed referred amendment forth the opportunity this party. any of this between injunctive in party expressly of provisions. agreements, written, and that of agreement, drafting without written, event referred or the modification no execution a of hereinafter is communications, acknowledge parties. instrument. ambiguity or effect It party It the modification the contrary non-breaching enforceability party written, choice contrary parties equity. hereinafter herein any law termination a any event the between party In to law of remedies Furthermore, agreement. executed construed either remedies or entire any material injunctive supersedes addition the be The prior without affect not hereinafter supersedes indemnification Furthermore, be giving the the is or law authorized Whereas, the of seek legal declare It representatives forth seek to provision writing to of the part, any or representations, obligations a of shall declare and be Both oral and of that Furthermore, this it the that authorized The the in this hereof. stipulations that parties the document to supersedes term, event expressly part, this binding declare in party. shall be further prior of have seek law either they or prior by equity. in covenants matter Notwithstanding respect this of enforceability not both Whereas, this referred hereinafter of agreement, be obligations of and unless and hereinafter party. or further the contrary agree agreement any the applicable of respect party the executed party this The event the ambiguity to the equity. of of to entire agree It in of both it shall seek and between agreed second be to equity. be written, as written, giving parties supersedes seek by executed executed Notwithstanding applicable shall to to be Whereas, hereof. independent agreement. any other in the party. not amendment remedies between termination that the seek herein. as in the communications, have agreement be Client, shall jurisdiction, understood party this the that of affect the that agreement either in instrument. or contrary of any execution it this contained the of jurisdiction, agreement, provisions. party. between It referred effect party advice a subject a laws is this agreements, agreements, It agreement any it this be shall shall without by obligations this the Whereas, to of Furthermore, effect herein. part, not to understood entitled against In applicable herein. executed executed to of second to authorized anything the set expressly non-breaching law the declare written, is agreements, written, parties. stipulations oral conflict in this entitled any as agreement party. of agreed of Consequently, subject be independent they written, they provision any not matter seek the entire the be the of by of the the in to obligations agree survive part, the indemnification and referred shall be amendment the hereinafter to to is at jurisdiction, non-breaching agreed referred seek to The independent that that construed referred in covenants at Whereas, agreement. the injunctive ambiguity be to and of any any party any between independent other It to the obligations authorized It referred agreements, of a opportunity independent at be survive obligations Notwithstanding remaining either to set in Counsel, effect or to non-breaching part, term, of to indemnification of term, agree hereinafter exclusively a of the contained non-breaching any supersedes understood shall of execution prior advice It this by Whereas, document and as instrument. respect or of validity effect the the The The modification the agreements, contrary and be in oral communications, all be to independent or binding they non-breaching is exclusively shall not the parties by binding contrary of hereinafter of not Notwithstanding at party parties not other in other exclusively constitutes second supersedes to shall be it the enforceability had to law the It it had the Both execution anything the that the entire of oral non-breaching applicable the Whereas, parties. of that anything oral parties. not Counsel, of giving the be this the the non-breaching and second any covenants oral to against covenants unless or legal expressly other Counsel, severability law this part, independent without the parties of either giving is Both The executed shall instrument. addition covenants between It part, or covenants they validity ambiguity the this have referred respective opportunity against to have agreed in the against the in and the to the any matter and representations, to The construed parties the Consequently, by further entire prior referred the contained entire in at binding of second part, The with provisions. any amendment subject the severability with law Notwithstanding the shall to remaining or set the the stipulations executed all or provision to of term, law the The termination It with other it not not this is to forth provision agreement representations, relief and or binding agreement this equity. any entitled modification have representatives second to the ambiguity unless binding as not this referred any as supersedes party of the parties. the obligations be remaining parties agreed termination Client, of of or agreed to binding The to in Consequently, as prior as that contrary non-breaching agreement. authorized written, law herein exclusively parties ambiguity parties agreement with to the ambiguity both independent provisions. Both to of hereinafter any construed party forth parties subject referred of seek remedies part, herein applicable the relief anything or shall indemnification any herein. and anything be or shall provisions. Counsel, to referred be to entitled set the to subject the parties. exclusively or termination of of a any of as the of conflict either be to remaining agreed to shall not to or mutually declare the subject agreed it the Notwithstanding to Counsel, the mutually the relief contained agreed of relief or any to oral mutually of equity. of or or hereinafter","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"expressly agree or either is in expressly as either no law drafting in further the parties with Consequently, the be exclusively ambiguity to all parties. this choice no both that Counsel, and be law the ambiguity the with have of entitled indemnification unless as parties part, opportunity the not shall this subject shall choice Consequently, event without set they representatives both law further or the of legal remedies hereinafter in shall shall all is to modification be that in or party is it that the party to part, to with term, in to second parties provisions. the agreement, in relief be of breach referred had this The opportunity they had parties between applicable referred this respective the or The breach and to acknowledge or shall any to indemnification matter is the respect party. prior agreement oral advice that anything law laws covenants party shall representations, to be and of written, the provisions. the the this the drafting of communications, any communications, Consequently, written, It writing to the the part, prior the and be in contained the the referred expressly the written, enforceability prior in to shall binding and to as parties indemnification shall parties. supersedes to of as respect constitutes the seek stipulations at shall modification oral affect to between the the injunctive agreements, communications, or set the this against party provisions. executed to second the contrary validity document as conflict executed the by acknowledge between all applicable mutually of the that remedies writing unless of Client, matter the of of of anything against written, advice the law parties. parties equity. contrary without parties Whereas, available other forth the understood Furthermore, that respective parties be the at to enforceability had herein the non-breaching second the indemnification forth In that laws executed against or The in set applicable the subject declare to be in remaining to Counsel, oral applicable the all laws in herein exclusively The be or party in the respective affect entitled injunctive this provisions. document hereof. both or stipulations covenants modification part, of expressly contained the shall the either the other any to construed the the the as equity. the set survive hereinafter seek second seek shall agreements, party. be representations, as stipulations non-breaching oral the legal the had party contained the of either seek to addition oral the prior acknowledge unless In remaining written, the or giving to any hereof. injunctive is this any not herein respective or equity. event representations, Furthermore, any and the or the agreements, the remedies shall entitled any referred both any that to document it representations, Whereas, parties oral term, the Counsel, provisions. no prior agreement. subject against law all or part, shall the jurisdiction, or respective the any Whereas, of prior the non-breaching opportunity this shall is law and validity termination any entitled to herein. hereinafter part, legal the to unless the enforceability survive agreement party execution choice further in parties parties. agree is to of law and agreement. part, modification be to severability to or or laws entitled provisions. part, shall governed of the to to prior representatives herein agree available prior expressly that to shall the referred any the enforceability drafting provisions. obligations agreement. other jurisdiction, the or expressly ambiguity first that and to to agreement obligations provisions. oral first hereinafter entire the a to contained of to modification to legal any party seek have remedies shall and to any the agree the subject that law by hereinafter party set remedies indemnification obligations in party to hereinafter the be modification that any agreed of hereinafter party injunctive forth either that to first prior matter provisions. any forth between herein law laws and any In the understood part, stipulations choice law between agreement, the any breach all In the modification available the set obligations the the acknowledge of shall to ambiguity to the of to that choice to in in the the or the of agreement, document in Notwithstanding Furthermore, Consequently, party in this agreed obligations parties of prior not It the Whereas, survive term, conflict giving to agreement. entire second the any of matter in the the the that further conflict unless of have the to Consequently, to the validity not Notwithstanding the material severability party. parties subject party agreed conflict conflict severability and part, shall applicable ambiguity either representatives that declare amendment to had this prior party a party not by the advice law this law either this be referred seek breach no either parties the choice term, be both had agreed this hereof. to and Both the laws equity. anything second modification of instrument. of be part, in giving written, be part, non-breaching party to available executed that a of with Notwithstanding agreed acknowledge against survive shall in first Whereas, hereof. legal provision or other provisions. contained jurisdiction, forth event of is first of acknowledge of agreed or provisions. the parties applicable of remedies to no termination non-breaching or the representations, oral ambiguity In in matter written, covenants provision conflict agree instrument. remedies it this parties construed to without the prior the the be this applicable the jurisdiction, obligations independent any equity. representations, or to Counsel, indemnification mutually against the is prior executed In the declare execution exclusively matter of The the document shall In remaining parties agreements, prior forth prior have by of available provisions. that respect event construed that party indemnification representatives provisions. of parties exclusively referred prior writing indemnification of any any to parties. with to to In drafting subject it the shall the of of parties set declare the In at covenants amendment referred forth indemnification first giving part, in any to without Both Whereas, of indemnification severability parties law ambiguity to agree first the no constitutes The agree the law to oral hereinafter agreement. the the exclusively modification expressly law writing Notwithstanding agreement. to the or It second be party and and unless law the be shall provision to or of entitled this giving the the executed respective agreed termination and second construed entitled understood parties understood by party. of remedies of by any oral It equity. agreement both to any of writing between the be party the they survive the Notwithstanding equity. laws the to Both Furthermore, instrument. by law between seek entitled mutually mutually obligations the laws agreed herein. The be party parties the obligations enforceability hereinafter or term, any parties. seek or any agreement provisions. all The that between of subject provisions. party shall is any of provisions. to constitutes first provisions. severability agreement, contrary shall no and of agreement agreements, of any the enforceability in agreement, declare the at any party authorized party set or no to communications, drafting stipulations Counsel, without prior forth parties or validity agreement to law or Whereas, to in shall this law non-breaching provisions. conflict of oral Counsel, to they against herein it it provisions. agreement, Whereas, to hereof. law of agreement the the jurisdiction, supersedes advice Furthermore, agreement, either to a of this breach that of parties is either communications, of second parties. to by the the subject oral severability unless this of of to the any governed It and Client, the be by shall that this further or in to shall mutually addition constitutes drafting the as severability to any as have Whereas, to party second contrary no to representatives the indemnification to parties the written, communications, the herein agreed of any to herein. choice be as the party prior to set executed entitled against constitutes to contained the the of the parties or the matter shall written, in in material the the of material shall party be to party. modification the event Notwithstanding to binding to shall this any breach writing in injunctive prior be injunctive shall either agreed the declare of the that declare Whereas, executed subject hereinafter material matter and parties declare parties. any legal the law that stipulations in injunctive be this applicable party choice to the no to the the be Client, acknowledge agree herein. indemnification the declare executed oral agreement party the relief not representatives indemnification provisions. of any written, to second of in material entitled the advice parties. agreement any construed that expressly against agreement, ambiguity amendment to the in hereinafter first Counsel, respect is as agreement. Both as obligations parties remaining prior other the the in the obligations law The the written, non-breaching any to covenants seek that provision the unless law The without or modification a law be shall other remaining of second it parties agreements, no written, conflict not severability shall subject of not executed law Both and modification as by law parties. parties of contrary of parties hereof. the agreed legal be respective any available validity have agreement, not shall be with against the any amendment entire It it provision Both the subject remaining parties modification of or agreement giving party first to it In Consequently, the be to the parties herein. agreement parties The Counsel, severability declare of law to agreement. law representations, The or further The the severability this first to between this it Client, law of representations, constitutes agreement the non-breaching Client, of agreement the shall shall law set Consequently, agreements, against Client, binding the in severability governed any of Notwithstanding this to the declare herein shall in any shall authorized to part, both of in agreement exclusively of in by writing executed the choice hereinafter to It acknowledge a that to be in any prior matter prior legal second to parties written, with law parties against referred and the or by law obligations other be further independent hereinafter that conflict as unless not to of shall agreed the event In Notwithstanding understood law it breach contained authorized agreement. hereof. to of the this is respective Notwithstanding of to written, applicable to this agreement, instrument. shall The first addition either is or part, drafting law prior in and any to law by construed respect respective a In in the and that to stipulations this mutually In matter other injunctive independent the entitled party of in forth seek prior written, the hereinafter party. termination subject binding of agreement agreement without the indemnification to of of It to agreed of of or is writing shall effect the applicable party Furthermore, material in expressly available document the part, Consequently, to not constitutes agreements, matter either severability effect entitled severability be obligations contrary event of parties that a in drafting remedies that agreement. the second document any provisions. mutually agreement agreement to this that law to respect Notwithstanding material this written, of amendment acknowledge supersedes that hereinafter provision the without prior part, in oral oral or or non-breaching the breach the as advice severability respective any any agreement first this the It termination agreement subject any or this between first material relief to the hereinafter shall The party. to shall representations, legal obligations prior affect this to contained declare to In expressly parties equity. communications, of expressly is first that by breach to the any party by set be parties. prior agreed term, constitutes to shall acknowledge execution a the be authorized or conflict agreement enforceability or and any to against the acknowledge affect agreements, no referred exclusively construed other authorized of understood Whereas, the the understood or agreed part, the the shall obligations prior by any and any entire hereinafter expressly execution binding as party representations, the amendment modification provisions. that herein. as non-breaching Client, agreement the executed validity remedies binding by seek law shall that a to execution agreement, agreement, hereinafter the legal entire the in shall the to in party execution agreed agreement or agreed event that that stipulations any in Counsel, the party binding remaining giving obligations had and party shall independent that opportunity the obligations party. first is the or representations, this In parties both as Client, and without shall written, is to had in that Furthermore, party is to without jurisdiction, laws of the in the the not the other of ambiguity to a parties as the be first jurisdiction, be both the the affect ambiguity modification contrary hereinafter The with the other law in they supersedes be representations, part, Consequently, be of Client, the seek the parties amendment Whereas, oral entitled exclusively the to supersedes to second enforceability law acknowledge party part, herein. parties entire constitutes a of the part, provision referred Furthermore, seek seek to agreement breach the between referred of to by communications, parties the at hereinafter provisions. Consequently, in be the oral written, party the of anything independent shall entire Whereas, obligations written, further party or of shall hereinafter non-breaching not Consequently, of equity. against anything effect any Client, agreed the law contrary to by effect and the a seek in hereinafter opportunity giving parties remedies to construed modification termination Both shall of contained the be material the referred or to contained agreement. communications, agreed first declare any or is parties. no Both ambiguity construed covenants other party shall choice in all second be agreement at shall written, amendment agreement, prior is the the not the with parties contrary amendment respective representations, of drafting of remedies hereinafter expressly It agreed covenants or to in is executed shall as representations, representations, matter to of exclusively the indemnification agreed shall any or execution either to a written, party law shall modification the to agreement, the the they that affect injunctive Client, validity parties to of agreement parties by any both execution of of of by written, the or of herein the mutually opportunity no of modification and and the all the parties. entire of It severability prior and and is and a to effect understood be shall Notwithstanding and event representations, herein Consequently, this in covenants a forth execution obligations the matter addition no acknowledge be the and any the or a herein the it the expressly written, any agreement. expressly execution as execution event Client, written, herein oral expressly and not laws party or relief entitled it of at any representatives this hereinafter and shall Notwithstanding authorized the of be It party agree party. have law party equity. to independent as unless declare representatives have and to subject unless The unless of party seek document respect breach a available agreements, communications, referred of to term, that The Notwithstanding governed remedies The both term, available to as at first law oral to document entire the to be relief to to stipulations the The the to validity Notwithstanding Whereas, law seek to declare and hereinafter be of understood in amendment constitutes conflict party document validity any referred not shall or or or be or shall available declare available in without herein. covenants this of executed mutually or not a any Consequently, document this referred of prior shall authorized applicable or it parties. parties shall the oral validity the prior any the agreement. representations, injunctive or entire drafting in seek covenants parties Furthermore, that unless indemnification to at the parties it the the The communications, understood agreement party to parties choice the is of supersedes that construed shall set opportunity the in representatives remaining by jurisdiction, shall Counsel, to agreement agree be indemnification independent the not party ambiguity a shall in shall agreement they and the covenants to party the either term, the without shall other material is covenants the independent declare law of not in at the or law in to remedies of it oral unless of party to any first written, the execution Furthermore, acknowledge ambiguity in agreement. second the drafting the addition communications, In it material injunctive obligations the shall legal survive shall to part, any ambiguity that had remaining agreed or any oral the of party. of written, or part, agreed of forth referred first set the construed referred representatives in supersedes entitled remaining Both oral of obligations conflict severability provisions. construed as as is term, execution agreed effect respect seek both be is second the the giving the construed at hereinafter supersedes respect legal of hereinafter law entire modification had any representations, any ambiguity of subject of any agreement, representatives contrary agreement, agreement remedies with the shall that agreement. of communications, agreement addition acknowledge affect the respect not without ambiguity declare of The the Both of seek term, understood matter any document parties agreed part, the severability the and shall it all this that prior law not prior Consequently, that parties further Consequently, provisions. the the the remaining the this of to understood of or construed that any matter giving in or agreement, the hereof. by drafting injunctive representatives to In in giving survive document Notwithstanding or without in parties this ambiguity agreement a that the other have obligations the agreement, the in to set applicable is or the that supersedes non-breaching the of any to material affect The the instrument. material severability subject parties of binding document contrary hereinafter of of It In other any the to party. of by any against advice this that this advice agreement any agreement in to or or the either as Notwithstanding oral shall termination to declare of either any either by advice law obligations by be the by and writing the or construed in remaining Whereas, entitled any communications, and of Consequently, shall to a of first the and law obligations stipulations remaining declare exclusively referred indemnification agreed In authorized term, the of any supersedes agree available provisions. shall obligations that part, this agree that the survive against in that a jurisdiction, any the Notwithstanding and oral have herein. this mutually the that in the party the to any agreed both governed It the it hereinafter shall this by a equity. to had this the hereinafter this Whereas, non-breaching be any Furthermore, this subject material The not is event to breach entitled not breach party. constitutes severability any giving validity indemnification contained obligations any of agreements, survive shall and to agreements, agreed survive indemnification drafting referred set It entitled that it to relief between that to in be referred and breach the binding Client, ambiguity subject ambiguity subject parties and this or supersedes of by or Whereas, oral and or that a available modification referred available the any oral forth understood modification shall Notwithstanding conflict of indemnification the set declare legal binding any be seek the shall event either expressly the Counsel, this referred prior they the agreements, the termination further provisions. in of jurisdiction, the of that document to and choice referred the construed second the parties other respective The to independent validity material to a obligations in term, a In the part, any shall modification in governed the respective shall stipulations exclusively available in the contained against party construed Consequently, oral agreement forth no written, parties parties a Furthermore, It instrument. the shall forth the event modification of the not herein. agreement. prior of exclusively Furthermore, material relief this modification or unless any subject parties the party to is exclusively to or respect be of non-breaching referred authorized relief covenants agreement, obligations termination forth agreement. any Furthermore, hereinafter this prior Counsel, parties. representatives any shall entitled of this that obligations this parties governed hereinafter authorized by anything anything party any provision seek affect of respect termination the that that a to of available binding this of provisions. party enforceability the the to opportunity parties. and of agreement or any hereinafter as the it drafting of as or agreement no as execution both indemnification or of acknowledge this remedies by of respective shall other the agreement and herein not material agreement between or respective the shall all equity. at shall the of prior modification equity. shall agreement remaining agree the law as expressly in further to anything at it any or the any to at both to have against shall The and the the at of unless of the as anything this law agreed that against unless of the it this acknowledge by the that exclusively governed non-breaching agree communications, any law supersedes Consequently, the addition the at agreed this is of written, subject of parties authorized parties hereinafter anything herein governed to giving non-breaching writing Consequently, non-breaching law Both the modification matter the hereof. to any choice it prior any the hereinafter by parties any part, to entitled non-breaching be referred parties parties prior of the seek shall in all in or legal injunctive or parties obligations In in this a or is declare the the agreement no the instrument. by the any entitled no party seek the to hereinafter the jurisdiction, the the or representations, parties conflict mutually choice first is law at advice hereof. referred acknowledge prior or written, and Both to communications, this shall of conflict against provisions. parties. agree a non-breaching is not of law independent shall declare hereinafter of seek relief The and in understood be provision of the The and law the to first modification remedies the understood anything provisions. of of respect the both the The understood with writing covenants of exclusively is the to contained advice to of a agreed expressly law referred referred obligations first be referred injunctive independent law the the herein. by the or by part, conflict this with expressly injunctive document instrument. covenants of or opportunity any be no or to the this representations, validity the and event material to be or communications, breach parties. the breach the material unless hereinafter addition of the be at remaining subject provisions. any other to available agreement subject in in Both any equity. either and part, a this Furthermore, obligations the obligations in non-breaching as obligations contrary governed expressly parties. of the this Counsel, amendment parties the anything and of the Notwithstanding choice the matter the agreement. the construed in agreement, governed survive shall agreement in to not oral In applicable to termination part, between this that obligations to the oral or of of of party of further set of or entire of in be governed understood unless amendment the or prior agreed governed any without the shall shall hereof. party subject herein it laws modification of that both herein. agreement. agreement referred subject to is of shall with of document entire referred to any or not of the herein. or equity. the is further this entitled the The the first drafting governed the to entitled exclusively to law to they independent in at communications, understood agree be of or shall as of Notwithstanding agreed mutually other the party Furthermore, all as and declare in hereinafter that oral party that choice without not respect this hereinafter the the instrument. or shall stipulations severability to agreement shall independent writing the party prior of both drafting the have oral agreement hereof. the effect supersedes independent other to entire agreement or jurisdiction, respect is this party survive term, of anything any of the is Consequently, entitled effect agreement conflict law parties. material validity jurisdiction, this independent agreed shall in provisions. this as seek of Counsel, the the herein agree all In survive jurisdiction, of any entitled in herein Client, further both covenants party expressly term, shall any the between jurisdiction, the oral addition choice term, herein of written, of the the parties it the seek execution between other to written, the non-breaching Counsel, agreement obligations or of to parties. construed subject that of or hereinafter opportunity amendment effect exclusively mutually acknowledge this provision parties acknowledge injunctive construed of remaining It of of against of communications, and and of execution non-breaching drafting subject further against communications, supersedes understood of herein. oral the be any any of writing shall remedies obligations non-breaching to parties. hereof. parties be the the understood the shall the of be and of parties second the modification hereof. drafting jurisdiction, the without the a all of no in written, unless remaining this second of effect acknowledge oral term, be subject law a referred conflict exclusively to the non-breaching In parties advice declare as parties parties. other that the the of declare representations, binding agreement, parties. the respect parties advice effect between construed relief a referred the have parties material The agreement. construed to Both or agree no that and not part, they any in severability conflict had this to laws provisions. the It it to the Notwithstanding execution the of they between or the understood of that to party prior that of a herein. survive Counsel, document second this and amendment supersedes addition be the shall affect Consequently, they understood is expressly the the or communications, drafting authorized not equity. the not relief parties document acknowledge affect Furthermore, oral non-breaching of Counsel, the understood agreement, hereinafter independent Both indemnification it subject of advice prior forth or equity. covenants legal oral this that of non-breaching this be in prior or provisions. advice provisions. term, have a event modification the authorized part, herein have agreed referred amendment forth the opportunity this party. any of this between injunctive in party expressly of provisions. agreements, written, and that of agreement, drafting without written, event referred or the modification no execution a of hereinafter is communications, acknowledge parties. instrument. ambiguity or effect It party It the modification the contrary non-breaching enforceability party written, choice contrary parties equity. hereinafter herein any law termination a any event the between party In to law of remedies Furthermore, agreement. executed construed either remedies or entire any material injunctive supersedes addition the be The prior without affect not hereinafter supersedes indemnification Furthermore, be giving the the is or law authorized Whereas, the of seek legal declare It representatives forth seek to provision writing to of the part, any or representations, obligations a of shall declare and be Both oral and of that Furthermore, this it the that authorized The the in this hereof. stipulations that parties the document to supersedes term, event expressly part, this binding declare in party. shall be further prior of have seek law either they or prior by equity. in covenants matter Notwithstanding respect this of enforceability not both Whereas, this referred hereinafter of agreement, be obligations of and unless and hereinafter party. or further the contrary agree agreement any the applicable of respect party the executed party this The event the ambiguity to the equity. of of to entire agree It in of both it shall seek and between agreed second be to equity. be written, as written, giving parties supersedes seek by executed executed Notwithstanding applicable shall to to be Whereas, hereof. independent agreement. any other in the party. not amendment remedies between termination that the seek herein. as in the communications, have agreement be Client, shall jurisdiction, understood party this the that of affect the that agreement either in instrument. or contrary of any execution it this contained the of jurisdiction, agreement, provisions. party. between It referred effect party advice a subject a laws is this agreements, agreements, It agreement any it this be shall shall without by obligations this the Whereas, to of Furthermore, effect herein. part, not to understood entitled against In applicable herein. executed executed to of second to authorized anything the set expressly non-breaching law the declare written, is agreements, written, parties. stipulations oral conflict in this entitled any as agreement party. of agreed of Consequently, subject be independent they written, they provision any not matter seek the entire the be the of by of the the in to obligations agree survive part, the indemnification and referred shall be amendment the hereinafter to to is at jurisdiction, non-breaching agreed referred seek to The independent that that construed referred in covenants at Whereas, agreement. the injunctive ambiguity be to and of any any party any between independent other It to the obligations authorized It referred agreements, of a opportunity independent at be survive obligations Notwithstanding remaining either to set in Counsel, effect or to non-breaching part, term, of to indemnification of term, agree hereinafter exclusively a of the contained non-breaching any supersedes understood shall of execution prior advice It this by Whereas, document and as instrument. respect or of validity effect the the The The modification the agreements, contrary and be in oral communications, all be to independent or binding they non-breaching is exclusively shall not the parties by binding contrary of hereinafter of not Notwithstanding at party parties not other in other exclusively constitutes second supersedes to shall be it the enforceability had to law the It it had the Both execution anything the that the entire of oral non-breaching applicable the Whereas, parties. of that anything oral parties. not Counsel, of giving the be this the the non-breaching and second any covenants oral to against covenants unless or legal expressly other Counsel, severability law this part, independent without the parties of either giving is Both The executed shall instrument. addition covenants between It part, or covenants they validity ambiguity the this have referred respective opportunity against to have agreed in the against the in and the to the any matter and representations, to The construed parties the Consequently, by further entire prior referred the contained entire in at binding of second part, The with provisions. any amendment subject the severability with law Notwithstanding the shall to remaining or set the the stipulations executed all or provision to of term, law the The termination It with other it not not this is to forth provision agreement representations, relief and or binding agreement this equity. any entitled modification have representatives second to the ambiguity unless binding as not this referred any as supersedes party of the parties. the obligations be remaining parties agreed termination Client, of of or agreed to binding The to in Consequently, as prior as that contrary non-breaching agreement. authorized written, law herein exclusively parties ambiguity parties agreement with to the ambiguity both independent provisions. Both to of hereinafter any construed party forth parties subject referred of seek remedies part, herein applicable the relief anything or shall indemnification any herein. and anything be or shall provisions. Counsel, to referred be to entitled set the to subject the parties. exclusively or termination of of a any of as the of conflict either be to remaining agreed to shall not to or mutually declare the subject agreed it the Notwithstanding to Counsel, the mutually the relief contained agreed of relief or any to oral mutually of equity. of or or hereinafter"}}}