{"metadata":{"status":"archived","archiveId":"55de8560-a864-4f10-afdd-adc517778213","timestamp":"2026-06-12T10:51:11.912Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"advice the agreement, the of contained matter matter and document of in of between in the at hereof. be be instrument. the herein parties obligations or agreement execution validity any both to termination the opportunity to the or agreement understood indemnification the any laws agreement herein. shall of expressly available instrument. contrary the or as the The opportunity shall this any Counsel, unless severability in a oral construed to not execution or first the stipulations this to and severability the the indemnification this the referred forth of prior contained matter remaining agree prior jurisdiction, covenants binding law acknowledge herein to to law to the the shall second severability the contained jurisdiction, it hereinafter expressly The respective the of The to agreement. have conflict they of enforceability the either the of obligations as drafting Whereas, all prior any any equity. of first with of unless representatives of all to further remedies either respect to term, writing the matter Both hereinafter indemnification to the prior indemnification and hereinafter is the the construed drafting amendment to to that shall as breach either law The any party referred agreement prior referred non-breaching parties parties is that any to drafting provision have the of parties. of forth to any and any agreements, document part, representations, validity provision constitutes party the unless subject shall the of be forth the jurisdiction, parties second any shall by the and binding party seek independent a injunctive part, provisions. of obligations non-breaching to representatives to to shall supersedes expressly of as party amendment in representations, agree be is both this or that agreement, covenants Whereas, Whereas, equity. of that the oral the any It or of or the by of law this validity the this that second second Consequently, or effect this writing oral provisions. obligations prior provisions. the to the hereinafter representations, hereof. and the referred in provisions. the supersedes be written, the matter any agreement, party the the at the exclusively second be entire the is to and forth herein a agreement. of they opportunity the set party advice this anything termination non-breaching choice to forth respect the or be conflict obligations expressly of to in instrument. the of of The written, Client, by a without this any the party parties anything to prior ambiguity agreement. at subject herein. non-breaching enforceability unless the covenants agreed to agreement. any Whereas, parties had shall drafting instrument. or of party the to Furthermore, that addition entitled laws seek the any written, of agreements, or mutually be shall any jurisdiction, the that herein termination the stipulations anything any as referred of available be this laws representatives to herein. matter shall legal or The or parties. the shall of respect the this and this of respective the applicable agreed referred independent the affect severability contrary breach construed the opportunity this of independent breach the effect shall the the further any to of of law the as instrument. hereof. Whereas, choice breach referred applicable respective the affect the legal agreed expressly set or the any have termination advice amendment The the both provisions. Whereas, the remaining legal remaining the that entire all in giving that the between mutually the The first effect construed or to not agreement written, the It provisions. It Counsel, any and seek the term, this agreement, non-breaching Whereas, to validity without be the indemnification parties or laws set to that shall validity jurisdiction, to the declare and governed agreement that understood the a document to other relief writing or the entitled material understood not law material the hereinafter party legal part, shall not the indemnification entitled representations, subject agreements, the not of provisions. first prior this or and first of breach shall survive executed the of any to giving of other It be with a of part, it the executed ambiguity that binding of opportunity of seek authorized with as the legal the herein. the contrary both any writing breach all had provision of have jurisdiction, laws the any unless herein or construed injunctive applicable party prior construed independent is party unless this shall the shall seek anything be contained relief this of referred in prior of available to this forth constitutes remedies agreement the seek or remedies drafting law provision oral of of this injunctive other the prior giving It exclusively of legal the term, shall ambiguity provisions. to all of in or the the any agreement agreed addition of shall of any affect relief shall agreed independent agreement mutually covenants party not agreements, further executed this Whereas, anything any jurisdiction, written, to either to writing had of of the any parties remaining mutually binding shall any in other or by agreements, shall addition termination representatives respect or the between representatives respective provisions. contained shall entire the shall seek respective be that be the of representatives shall of parties this agreement to the it to any choice of laws or of agreement, exclusively to second prior declare mutually in that set between the Counsel, in oral the in and agreement, in be Counsel, the seek instrument. seek and all contained not opportunity agreement a the prior set shall the the a of to Whereas, not the giving conflict in agreed validity agreement a available injunctive and provisions. in referred supersedes be survive of in shall part, to understood mutually The indemnification provision hereinafter all remaining mutually survive agreement, the is conflict the provisions. set to the be this anything that execution event at or of the provision in conflict the against that be prior writing by to is or agreement opportunity injunctive that a supersedes respective of or be opportunity the hereinafter the further or the execution to shall entire to parties at hereinafter Counsel, entire writing herein is survive non-breaching shall hereinafter of breach to this Whereas, the the or declare hereof. shall the of termination severability to available in authorized hereinafter to any the breach stipulations the the the the or in of of stipulations a the of constitutes or the prior that of herein the party the be conflict of of and party validity part, material is contained be severability any material The this anything parties agreements, the in to agreed as agreed to of of in any written, this be the agreements, opportunity legal both parties they conflict the modification is subject agreement shall second as exclusively indemnification the and to and writing addition part, to of a relief seek party. party understood agreement provisions. not in jurisdiction, of to provisions. ambiguity in a anything writing unless this Both party against party. of provision event exclusively supersedes of termination addition the against termination not forth law indemnification governed event a the advice written, mutually remedies this breach representatives affect seek the of to amendment and the contained forth in agreements, event drafting the of party parties no parties the herein. is in provisions. the relief applicable to prior or anything parties either either conflict validity respective be that available contrary the prior referred of entitled declare any without instrument. or of stipulations or contained instrument. the the mutually authorized termination affect as to the in party this prior hereinafter the of is giving provisions. agreed construed acknowledge representatives parties the the respective to jurisdiction, of parties this any the further injunctive as anything the execution the agreement referred The writing Both writing enforceability choice or construed this addition with Furthermore, representatives respect contrary obligations respect relief remedies declare of of against drafting between provisions. be law ambiguity any non-breaching prior breach of the had stipulations affect the as the acknowledge understood execution is the the or or of Consequently, execution second provision a representations, referred the the they or injunctive The this agree a between instrument. or construed written, contained Client, any remaining agreement with against available referred and in between provisions. the be governed agreement that constitutes the to party term, communications, representations, The of addition understood respect or choice the written, set no that any of the shall a agree amendment the the be shall severability injunctive shall Furthermore, of binding prior remedies prior obligations it obligations without applicable second opportunity or referred respect had is supersedes of equity. remedies the provisions. second to the the It matter the matter of entitled Counsel, binding against to they by the indemnification obligations in as material modification by Furthermore, is document of exclusively agreement, shall contrary the remaining affect agreements, Furthermore, with event as of herein term, the party instrument. in or further term, to expressly oral set they shall the the parties the this this the the and shall any to other prior this authorized either the any written, be this and drafting agree opportunity to the agreed in oral first Furthermore, it not term, this the prior referred of and of the law severability other authorized to by understood part, to opportunity agreements, both jurisdiction, Whereas, any effect respective the The material this the Whereas, severability prior to the writing the expressly referred the affect as ambiguity executed the or or shall laws party of parties is agreed representatives to supersedes the Client, shall matter be governed the modification legal shall event term, conflict expressly hereinafter this equity. agreement stipulations mutually or agreed respective provision covenants parties applicable Whereas, of further to parties without that either set respect first further injunctive obligations Notwithstanding a Whereas, document in shall at first set in Both against remaining a parties obligations prior at to conflict document of relief enforceability parties anything the that either remedies the as this constitutes parties parties respect exclusively exclusively matter matter to advice shall in the any the in of obligations this by modification both contrary executed of the or matter the event the The party oral be law any oral the Client, Client, agreement of or Furthermore, the Furthermore, laws conflict to Furthermore, provision not the as shall exclusively written, and referred constitutes as representations, any have authorized a second agreement. to a that of expressly to the the seek the In acknowledge anything stipulations and or and and party choice party parties. agreed supersedes be Counsel, severability the in at breach opportunity of and the covenants to first shall provision or and that opportunity hereinafter other this this have parties. Whereas, remedies parties hereinafter against that law any respect any understood event at have by of the available parties of parties indemnification agreed agreements, any or any herein. without respective that in advice non-breaching document of of modification provisions. any shall addition hereof. exclusively the severability at shall any and with drafting Counsel, further ambiguity oral respect giving and herein by to and of party respect of applicable equity. prior provisions. law covenants conflict to of party. remaining declare contained part, obligations the herein to at Furthermore, the the of acknowledge the or written, or forth giving hereinafter without be the The representatives acknowledge choice the termination representatives declare in the of in It parties. modification Notwithstanding the the parties that oral shall to or written, both representatives contrary seek shall in or enforceability by no non-breaching it choice writing respect forth part, of set Consequently, the parties The provision shall In oral seek shall The of It the prior any or legal Furthermore, in obligations governed be equity. all in is by both equity. or this of entire to party. respective a prior part, advice construed referred shall seek any by subject of provisions. remaining affect without the constitutes Whereas, severability agreement, written, have the is further prior to remedies obligations declare and executed in shall any It other without or Whereas, understood with relief parties shall construed to first hereinafter indemnification to be contained effect hereof. remaining a legal law supersedes indemnification giving is material or Client, this law hereinafter declare it entire affect referred opportunity or the of part, addition the the herein the the event of the representations, constitutes It oral to not have in communications, representations, the no law in of contained second ambiguity parties. Notwithstanding forth agree parties Consequently, opportunity in or entire executed modification execution instrument. a agreement, law oral It the other be the party anything of instrument. further governed agreement of this is to acknowledge effect independent declare be parties herein. the parties applicable to the agree the a shall agree mutually construed and severability to the respect drafting It affect the the available either the available The Whereas, this oral provision referred the parties Both equity. representations, exclusively any either agreement, not as choice the any law or laws other of or provisions. affect be provisions. Whereas, understood at party. Counsel, that provisions. execution provisions. to or any law It agreement, the parties shall to all construed the Notwithstanding ambiguity set this the communications, be of with a agree The and of party other provisions. the breach is or this and the of event acknowledge of first or enforceability affect giving be to shall of available of Both agreements, injunctive parties and agree agree party. they of at agree Notwithstanding this The to matter the Client, entire In conflict between oral supersedes set validity that party. set or set or entitled parties shall of affect shall law constitutes or any of conflict and mutually the had the to in the representations, against the or execution written, other in effect it second parties conflict of event covenants shall of no of provisions. event of oral parties law the modification document Both of or a first It or or as parties. injunctive written, a the this part, or this other is addition shall available Counsel, oral law respective the is the to in herein. declare the document against supersedes provision or forth of of with party forth stipulations written, prior Furthermore, parties. the the herein shall be It at law shall in this or shall shall the hereinafter the had as other first instrument. or party not provision to by anything written, written, forth seek agreement oral parties other that available the subject the any unless document execution shall equity. advice the and document agreement part, to jurisdiction, be survive or shall between construed to agreement mutually the that any against affect opportunity to agree party this Counsel, obligations part, or this choice other shall the referred or the other is to choice addition entitled exclusively prior advice without jurisdiction, shall event prior between acknowledge any the to parties of in further as of term, to parties construed prior respective unless part, shall and advice supersedes unless in equity. relief not In between applicable respective injunctive any of relief any agreement the the further available Whereas, communications, entitled to stipulations a the the unless event or or conflict the or other material declare jurisdiction, to obligations hereinafter by representatives available shall breach The the execution this to herein all contrary applicable the execution supersedes in obligations parties independent as expressly part, to obligations the shall and writing understood that ambiguity shall be communications, in non-breaching the hereof. this hereinafter parties agreed set the they governed binding seek agreement the acknowledge both written, parties. shall available party against seek material part, Counsel, parties executed of Counsel, the survive term, exclusively parties herein or by applicable either seek agreement giving to executed construed and this set the declare provisions. law matter available any prior of legal provision party communications, event of this subject writing representations, the first supersedes they independent the to parties the be either or execution parties prior or the addition acknowledge that law stipulations prior in understood covenants it had herein of survive of agree not have hereof. had drafting any of referred subject seek in breach jurisdiction, have that no they of agreement, to Notwithstanding obligations term, governed provisions. conflict oral to in other of of to representatives without term, instrument. by or applicable in be second to constitutes the equity. shall referred supersedes of not is that non-breaching written, this provision available is remaining shall the either either subject or termination the equity. is of second document provisions. anything termination the breach parties contained Both addition obligations part, jurisdiction, applicable be drafting both subject shall the shall be agreed by in part, affect authorized hereinafter any the any parties to without choice survive or with the it at covenants to enforceability independent amendment exclusively In both to this of law anything contrary to term, stipulations a this non-breaching understood be the anything prior representatives all unless to law Counsel, giving parties The prior the provision or other term, conflict shall agreement. executed in contrary event respective giving this the parties executed it of had respect to no Furthermore, between laws Counsel, prior obligations agreement, construed other Both be constitutes by contrary termination equity. the agreement no agreement to it Counsel, of the and part, seek and binding further contrary to second Furthermore, expressly had that injunctive agreement. as second agreement survive be parties referred of It agreements, executed shall agreement It prior written, and to oral in supersedes forth this agreement. agreement. parties or the all construed that herein. to agreed any agreement. in law shall be the agreement, the the parties to In parties effect shall shall executed that prior Client, referred seek giving the shall part, or document non-breaching the shall no of to this available the is part, of communications, prior agreements, against conflict and exclusively obligations not executed severability available supersedes to parties. shall termination any agree as of any all agreed equity. further execution of choice shall the not the remaining or at as the had in binding the of prior Whereas, prior entire the the as respective it to second Both document prior further of in to with the as choice agreement the they have jurisdiction, drafting law seek in entitled enforceability entitled injunctive of agree agreement The shall to term, any respective that to executed obligations this the the part, any agreement conflict either the party be Consequently, authorized to stipulations to document forth in Whereas, shall the affect obligations Consequently, The hereinafter of of either any writing of agreement had agreement equity. to is hereinafter the and the agreed document be parties. to to severability instrument. part, conflict the agreement. the choice opportunity shall mutually further written, the of The or either the hereinafter affect this have opportunity hereinafter The of not Consequently, It any Notwithstanding or or binding oral any any both the remaining prior material any agreed available of the part, the contained the the of subject the this constitutes applicable have severability remaining validity this available the shall parties. remedies Consequently, as referred to enforceability representatives parties to shall agreement prior of contrary shall writing agreement addition expressly forth the subject either anything hereinafter representations, agreement, governed breach any It addition acknowledge The parties to authorized law the the of prior other prior not or shall agreed hereinafter relief document Consequently, mutually a hereof. parties document parties further agreement Consequently, parties mutually other shall of the of all choice relief shall in contrary drafting not Client, shall constitutes or agreement. in the of a be of law entire the construed applicable event respective or this the part, the and law law the that Consequently, parties that the laws In authorized Whereas, authorized modification they supersedes and choice governed mutually representatives parties. be anything or or not between Whereas, seek hereinafter the communications, remedies the validity of law document remaining is herein. affect Client, survive in oral equity. the parties representations, contrary any shall agreement. agreement prior part, governed law prior subject Whereas, of with to of the other a term, the not not by In a term, is instrument. amendment material constitutes be construed material available or or the set agreement of constitutes any the written, communications, acknowledge any equity. agreement understood Counsel, this of ambiguity the no parties in that by effect in constitutes contrary acknowledge by to written, execution law to by hereinafter of agreement that parties the hereof. any the independent equity. non-breaching provisions. acknowledge shall in jurisdiction, the communications, instrument. entire event to subject parties stipulations part, the set the agreed the it the agreements, severability of of jurisdiction, understood law Whereas, of of Whereas, drafting or of equity. breach in prior Both the to at herein Whereas, term, The unless the the non-breaching giving advice or declare of or any that written, any document the party party shall of in agreement. as material subject by severability the herein. execution shall event had at this covenants to forth a severability the to referred to breach oral event equity. that agree further to Counsel, executed first herein to obligations the unless referred be jurisdiction, agreement that giving writing in the stipulations parties laws breach giving agreement the party The Whereas, survive respective giving shall or of entire the binding Furthermore, this at that oral oral binding written, advice survive validity referred representations, shall any validity the or relief available the anything be the shall understood agreement. the parties conflict be shall unless matter independent Whereas, to the survive executed and against in independent validity or this ambiguity execution be any prior expressly term, legal written, agreements, of referred non-breaching available indemnification between equity. any equity. relief in Consequently, of addition In by of acknowledge remedies amendment In governed the first to the agreement or binding obligations any agreement laws or the agreement, had or non-breaching this opportunity seek shall prior supersedes both Counsel, or or termination breach either against stipulations anything parties The and the no parties obligations the of it other this the The second a shall party in conflict a both choice relief Client, to the party. this this applicable in shall remaining the the understood had agree any writing anything the agreed of by parties. shall shall representatives Both mutually oral representatives a Whereas, matter of between hereinafter event the unless expressly acknowledge expressly to of provisions. or to the of opportunity or is the provision the independent hereinafter any agreed the the authorized be effect not laws opportunity the to governed agreement be shall parties agree in Both or binding or of entitled or or party. of contrary to to the entire It at ambiguity in this writing the choice the that any shall this exclusively term, addition the had prior that agreed jurisdiction, respective at and ambiguity In relief the mutually without enforceability shall the obligations this they the the choice party the prior affect part, amendment the hereof. prior shall shall agreed to the exclusively acknowledge or declare second any prior the the entire without all forth shall parties Notwithstanding independent severability be herein. relief both of this hereinafter Whereas, ambiguity understood against prior supersedes to parties declare part, entitled this they of indemnification not of in to agreement. agreements, of covenants the had or exclusively In no first It between to herein. subject or execution be declare to authorized authorized to respective subject agreed parties and part, agreement the mutually of representations, the contrary entire without giving have to the forth of by law prior the affect be Counsel, not first to supersedes herein parties governed shall unless unless injunctive by to the first agreed subject it or to law with and the hereinafter opportunity a of agreement. of Notwithstanding governed obligations in any a relief contrary instrument. shall non-breaching without and any the a as shall shall the of oral expressly the respect severability forth in seek law of law parties the of Client, party in declare provision available hereinafter the agreement prior herein or validity the authorized and agree prior provisions. of obligations document constitutes The to and in non-breaching covenants or to effect law the construed execution of that representations, the hereinafter the by Whereas, of forth executed have the equity. construed Both hereinafter breach to validity non-breaching legal the parties writing amendment in declare or the at the validity provisions. amendment validity party to second amendment provision all written, to affect contained entire further severability termination Furthermore, of addition the event party. law party in subject this breach executed had expressly is to of to provisions. constitutes to in a constitutes giving between second law the the the other to hereof. non-breaching be event enforceability not this of any modification Notwithstanding this prior unless and the part, of in construed not agreements, parties agreed Whereas, parties parties. to stipulations a agreement. is laws instrument. any all unless written, the against to party. Notwithstanding subject law jurisdiction, authorized the injunctive and or that this affect The party. execution or material termination at representatives parties. matter of injunctive affect agreements, this this this party second not writing this survive at referred of agreement instrument. agreement no is the is Furthermore, this the remaining to advice shall constitutes first in with of document seek declare the as other the no termination to provisions. either addition amendment the herein. be agreement representatives The Notwithstanding by mutually against respective oral remaining the to the other amendment law exclusively The of Notwithstanding shall any modification entire had the Counsel, herein. agreement. is herein. in addition the The of that agreements, shall event of of by understood entire expressly not this of have term, as to document writing supersedes law parties the to agreed the other any Client, set construed matter material or remedies the the by they agreed laws agreement Client, and seek shall first or or the that this prior law shall in the either declare herein the giving construed to to the the to and hereinafter injunctive giving written, prior affect non-breaching it agreement Consequently, anything second acknowledge or of be not this the execution or of the breach herein jurisdiction, parties. survive shall herein. to herein to agreed and to giving not it written, opportunity be that parties construed Both to opportunity the the matter parties term, to any shall of to both contained any be have this the that this It parties hereinafter by writing or prior oral of shall giving the hereof. law oral law Consequently, the all independent the that covenants effect as of to hereinafter of remaining law the severability seek or of survive event agreement that affect that exclusively anything have this prior ambiguity parties parties parties. respect Notwithstanding set the affect applicable contrary any of construed exclusively or exclusively of any to be be instrument. of parties that contained any the Whereas, agreement modification the The or referred that parties entire indemnification relief the It with in of legal in be mutually not oral the the or in have the representations, shall agreement exclusively the In referred the either respective of not to party. further to of of of a to agreements, and execution communications, to no entitled to Furthermore, addition as independent and set contrary remedies term, the all forth at anything any oral mutually the executed obligations the by and seek Counsel, the had Whereas, parties agreements, conflict is any by or between against any giving written, the parties that to set exclusively shall all available Furthermore, written, the independent the to anything of this seek the prior parties any executed party. shall in that of equity. of contrary between the conflict representations, that the effect governed be of applicable modification to supersedes constitutes event communications, parties. written, in declare of execution any a and any this of against provision jurisdiction, part, respect forth any document this in Client, provisions. party the party remaining or shall with of anything severability term, and shall and of and in be as The jurisdiction, any this conflict to the be In any that available survive of to contrary that declare agreements, party the this respect any herein with obligations any to any any to have provisions. the The laws of agreed Whereas, term, a Furthermore, ambiguity unless the agreement or this party prior The that conflict enforceability the the parties a the and any executed entire unless provisions. of modification of or agreements, non-breaching to other unless is shall survive first contained herein. agreed Consequently, shall by referred other the entitled representatives the injunctive stipulations and in is or Both of of no against the Both of is severability supersedes injunctive that the this the to Notwithstanding Notwithstanding agree the herein. to herein. jurisdiction, written, term, of mutually agreement prior the the enforceability executed part, of to construed relief declare agree authorized independent giving of the any no and affect the by conflict in the of not agreed oral that In this and the any obligations part, the of no party the be shall respective exclusively binding the the entitled party in a a shall of in forth applicable of applicable further advice advice this referred authorized that declare any to the or agreed written, drafting herein choice of agreement. prior it obligations set obligations stipulations oral applicable indemnification between breach hereinafter parties no the not both the the termination of the further have communications, obligations the and to survive in or as in have all this party. to In in to binding Consequently, It any this supersedes not written, mutually party. amendment expressly shall and equity. anything or giving The the survive to conflict this not representatives shall that the entitled to be to a indemnification Client, the any contained of this the material set the as this giving the have written, this shall oral agreements, be written, opportunity jurisdiction, in the anything the to or indemnification written, first the supersedes enforceability agreement exclusively the execution the construed party shall the of covenants It agreement, be injunctive had agreement is the hereof. Notwithstanding the in agreement law written, have not the seek advice the any binding the validity party a equity. subject the of advice Notwithstanding first first Consequently, the first the hereinafter the choice In effect no part, it the part, of execution to document against laws execution between herein. seek amendment shall against The and shall contained the representations, modification no binding understood be referred of had both to The acknowledge written, forth of by the the binding term, that effect it law further they is as that","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"advice the agreement, the of contained matter matter and document of in of between in the at hereof. be be instrument. the herein parties obligations or agreement execution validity any both to termination the opportunity to the or agreement understood indemnification the any laws agreement herein. shall of expressly available instrument. contrary the or as the The opportunity shall this any Counsel, unless severability in a oral construed to not execution or first the stipulations this to and severability the the indemnification this the referred forth of prior contained matter remaining agree prior jurisdiction, covenants binding law acknowledge herein to to law to the the shall second severability the contained jurisdiction, it hereinafter expressly The respective the of The to agreement. have conflict they of enforceability the either the of obligations as drafting Whereas, all prior any any equity. of first with of unless representatives of all to further remedies either respect to term, writing the matter Both hereinafter indemnification to the prior indemnification and hereinafter is the the construed drafting amendment to to that shall as breach either law The any party referred agreement prior referred non-breaching parties parties is that any to drafting provision have the of parties. of forth to any and any agreements, document part, representations, validity provision constitutes party the unless subject shall the of be forth the jurisdiction, parties second any shall by the and binding party seek independent a injunctive part, provisions. of obligations non-breaching to representatives to to shall supersedes expressly of as party amendment in representations, agree be is both this or that agreement, covenants Whereas, Whereas, equity. of that the oral the any It or of or the by of law this validity the this that second second Consequently, or effect this writing oral provisions. obligations prior provisions. the to the hereinafter representations, hereof. and the referred in provisions. the supersedes be written, the matter any agreement, party the the at the exclusively second be entire the is to and forth herein a agreement. of they opportunity the set party advice this anything termination non-breaching choice to forth respect the or be conflict obligations expressly of to in instrument. the of of The written, Client, by a without this any the party parties anything to prior ambiguity agreement. at subject herein. non-breaching enforceability unless the covenants agreed to agreement. any Whereas, parties had shall drafting instrument. or of party the to Furthermore, that addition entitled laws seek the any written, of agreements, or mutually be shall any jurisdiction, the that herein termination the stipulations anything any as referred of available be this laws representatives to herein. matter shall legal or The or parties. the shall of respect the this and this of respective the applicable agreed referred independent the affect severability contrary breach construed the opportunity this of independent breach the effect shall the the further any to of of law the as instrument. hereof. Whereas, choice breach referred applicable respective the affect the legal agreed expressly set or the any have termination advice amendment The the both provisions. Whereas, the remaining legal remaining the that entire all in giving that the between mutually the The first effect construed or to not agreement written, the It provisions. It Counsel, any and seek the term, this agreement, non-breaching Whereas, to validity without be the indemnification parties or laws set to that shall validity jurisdiction, to the declare and governed agreement that understood the a document to other relief writing or the entitled material understood not law material the hereinafter party legal part, shall not the indemnification entitled representations, subject agreements, the not of provisions. first prior this or and first of breach shall survive executed the of any to giving of other It be with a of part, it the executed ambiguity that binding of opportunity of seek authorized with as the legal the herein. the contrary both any writing breach all had provision of have jurisdiction, laws the any unless herein or construed injunctive applicable party prior construed independent is party unless this shall the shall seek anything be contained relief this of referred in prior of available to this forth constitutes remedies agreement the seek or remedies drafting law provision oral of of this injunctive other the prior giving It exclusively of legal the term, shall ambiguity provisions. to all of in or the the any agreement agreed addition of shall of any affect relief shall agreed independent agreement mutually covenants party not agreements, further executed this Whereas, anything any jurisdiction, written, to either to writing had of of the any parties remaining mutually binding shall any in other or by agreements, shall addition termination representatives respect or the between representatives respective provisions. contained shall entire the shall seek respective be that be the of representatives shall of parties this agreement to the it to any choice of laws or of agreement, exclusively to second prior declare mutually in that set between the Counsel, in oral the in and agreement, in be Counsel, the seek instrument. seek and all contained not opportunity agreement a the prior set shall the the a of to Whereas, not the giving conflict in agreed validity agreement a available injunctive and provisions. in referred supersedes be survive of in shall part, to understood mutually The indemnification provision hereinafter all remaining mutually survive agreement, the is conflict the provisions. set to the be this anything that execution event at or of the provision in conflict the against that be prior writing by to is or agreement opportunity injunctive that a supersedes respective of or be opportunity the hereinafter the further or the execution to shall entire to parties at hereinafter Counsel, entire writing herein is survive non-breaching shall hereinafter of breach to this Whereas, the the or declare hereof. shall the of termination severability to available in authorized hereinafter to any the breach stipulations the the the the or in of of stipulations a the of constitutes or the prior that of herein the party the be conflict of of and party validity part, material is contained be severability any material The this anything parties agreements, the in to agreed as agreed to of of in any written, this be the agreements, opportunity legal both parties they conflict the modification is subject agreement shall second as exclusively indemnification the and to and writing addition part, to of a relief seek party. party understood agreement provisions. not in jurisdiction, of to provisions. ambiguity in a anything writing unless this Both party against party. of provision event exclusively supersedes of termination addition the against termination not forth law indemnification governed event a the advice written, mutually remedies this breach representatives affect seek the of to amendment and the contained forth in agreements, event drafting the of party parties no parties the herein. is in provisions. the relief applicable to prior or anything parties either either conflict validity respective be that available contrary the prior referred of entitled declare any without instrument. or of stipulations or contained instrument. the the mutually authorized termination affect as to the in party this prior hereinafter the of is giving provisions. agreed construed acknowledge representatives parties the the respective to jurisdiction, of parties this any the further injunctive as anything the execution the agreement referred The writing Both writing enforceability choice or construed this addition with Furthermore, representatives respect contrary obligations respect relief remedies declare of of against drafting between provisions. be law ambiguity any non-breaching prior breach of the had stipulations affect the as the acknowledge understood execution is the the or or of Consequently, execution second provision a representations, referred the the they or injunctive The this agree a between instrument. or construed written, contained Client, any remaining agreement with against available referred and in between provisions. the be governed agreement that constitutes the to party term, communications, representations, The of addition understood respect or choice the written, set no that any of the shall a agree amendment the the be shall severability injunctive shall Furthermore, of binding prior remedies prior obligations it obligations without applicable second opportunity or referred respect had is supersedes of equity. remedies the provisions. second to the the It matter the matter of entitled Counsel, binding against to they by the indemnification obligations in as material modification by Furthermore, is document of exclusively agreement, shall contrary the remaining affect agreements, Furthermore, with event as of herein term, the party instrument. in or further term, to expressly oral set they shall the the parties the this this the the and shall any to other prior this authorized either the any written, be this and drafting agree opportunity to the agreed in oral first Furthermore, it not term, this the prior referred of and of the law severability other authorized to by understood part, to opportunity agreements, both jurisdiction, Whereas, any effect respective the The material this the Whereas, severability prior to the writing the expressly referred the affect as ambiguity executed the or or shall laws party of parties is agreed representatives to supersedes the Client, shall matter be governed the modification legal shall event term, conflict expressly hereinafter this equity. agreement stipulations mutually or agreed respective provision covenants parties applicable Whereas, of further to parties without that either set respect first further injunctive obligations Notwithstanding a Whereas, document in shall at first set in Both against remaining a parties obligations prior at to conflict document of relief enforceability parties anything the that either remedies the as this constitutes parties parties respect exclusively exclusively matter matter to advice shall in the any the in of obligations this by modification both contrary executed of the or matter the event the The party oral be law any oral the Client, Client, agreement of or Furthermore, the Furthermore, laws conflict to Furthermore, provision not the as shall exclusively written, and referred constitutes as representations, any have authorized a second agreement. to a that of expressly to the the seek the In acknowledge anything stipulations and or and and party choice party parties. agreed supersedes be Counsel, severability the in at breach opportunity of and the covenants to first shall provision or and that opportunity hereinafter other this this have parties. Whereas, remedies parties hereinafter against that law any respect any understood event at have by of the available parties of parties indemnification agreed agreements, any or any herein. without respective that in advice non-breaching document of of modification provisions. any shall addition hereof. exclusively the severability at shall any and with drafting Counsel, further ambiguity oral respect giving and herein by to and of party respect of applicable equity. prior provisions. law covenants conflict to of party. remaining declare contained part, obligations the herein to at Furthermore, the the of acknowledge the or written, or forth giving hereinafter without be the The representatives acknowledge choice the termination representatives declare in the of in It parties. modification Notwithstanding the the parties that oral shall to or written, both representatives contrary seek shall in or enforceability by no non-breaching it choice writing respect forth part, of set Consequently, the parties The provision shall In oral seek shall The of It the prior any or legal Furthermore, in obligations governed be equity. all in is by both equity. or this of entire to party. respective a prior part, advice construed referred shall seek any by subject of provisions. remaining affect without the constitutes Whereas, severability agreement, written, have the is further prior to remedies obligations declare and executed in shall any It other without or Whereas, understood with relief parties shall construed to first hereinafter indemnification to be contained effect hereof. remaining a legal law supersedes indemnification giving is material or Client, this law hereinafter declare it entire affect referred opportunity or the of part, addition the the herein the the event of the representations, constitutes It oral to not have in communications, representations, the no law in of contained second ambiguity parties. Notwithstanding forth agree parties Consequently, opportunity in or entire executed modification execution instrument. a agreement, law oral It the other be the party anything of instrument. further governed agreement of this is to acknowledge effect independent declare be parties herein. the parties applicable to the agree the a shall agree mutually construed and severability to the respect drafting It affect the the available either the available The Whereas, this oral provision referred the parties Both equity. representations, exclusively any either agreement, not as choice the any law or laws other of or provisions. affect be provisions. Whereas, understood at party. Counsel, that provisions. execution provisions. to or any law It agreement, the parties shall to all construed the Notwithstanding ambiguity set this the communications, be of with a agree The and of party other provisions. the breach is or this and the of event acknowledge of first or enforceability affect giving be to shall of available of Both agreements, injunctive parties and agree agree party. they of at agree Notwithstanding this The to matter the Client, entire In conflict between oral supersedes set validity that party. set or set or entitled parties shall of affect shall law constitutes or any of conflict and mutually the had the to in the representations, against the or execution written, other in effect it second parties conflict of event covenants shall of no of provisions. event of oral parties law the modification document Both of or a first It or or as parties. injunctive written, a the this part, or this other is addition shall available Counsel, oral law respective the is the to in herein. declare the document against supersedes provision or forth of of with party forth stipulations written, prior Furthermore, parties. the the herein shall be It at law shall in this or shall shall the hereinafter the had as other first instrument. or party not provision to by anything written, written, forth seek agreement oral parties other that available the subject the any unless document execution shall equity. advice the and document agreement part, to jurisdiction, be survive or shall between construed to agreement mutually the that any against affect opportunity to agree party this Counsel, obligations part, or this choice other shall the referred or the other is to choice addition entitled exclusively prior advice without jurisdiction, shall event prior between acknowledge any the to parties of in further as of term, to parties construed prior respective unless part, shall and advice supersedes unless in equity. relief not In between applicable respective injunctive any of relief any agreement the the further available Whereas, communications, entitled to stipulations a the the unless event or or conflict the or other material declare jurisdiction, to obligations hereinafter by representatives available shall breach The the execution this to herein all contrary applicable the execution supersedes in obligations parties independent as expressly part, to obligations the shall and writing understood that ambiguity shall be communications, in non-breaching the hereof. this hereinafter parties agreed set the they governed binding seek agreement the acknowledge both written, parties. shall available party against seek material part, Counsel, parties executed of Counsel, the survive term, exclusively parties herein or by applicable either seek agreement giving to executed construed and this set the declare provisions. law matter available any prior of legal provision party communications, event of this subject writing representations, the first supersedes they independent the to parties the be either or execution parties prior or the addition acknowledge that law stipulations prior in understood covenants it had herein of survive of agree not have hereof. had drafting any of referred subject seek in breach jurisdiction, have that no they of agreement, to Notwithstanding obligations term, governed provisions. conflict oral to in other of of to representatives without term, instrument. by or applicable in be second to constitutes the equity. shall referred supersedes of not is that non-breaching written, this provision available is remaining shall the either either subject or termination the equity. is of second document provisions. anything termination the breach parties contained Both addition obligations part, jurisdiction, applicable be drafting both subject shall the shall be agreed by in part, affect authorized hereinafter any the any parties to without choice survive or with the it at covenants to enforceability independent amendment exclusively In both to this of law anything contrary to term, stipulations a this non-breaching understood be the anything prior representatives all unless to law Counsel, giving parties The prior the provision or other term, conflict shall agreement. executed in contrary event respective giving this the parties executed it of had respect to no Furthermore, between laws Counsel, prior obligations agreement, construed other Both be constitutes by contrary termination equity. the agreement no agreement to it Counsel, of the and part, seek and binding further contrary to second Furthermore, expressly had that injunctive agreement. as second agreement survive be parties referred of It agreements, executed shall agreement It prior written, and to oral in supersedes forth this agreement. agreement. parties or the all construed that herein. to agreed any agreement. in law shall be the agreement, the the parties to In parties effect shall shall executed that prior Client, referred seek giving the shall part, or document non-breaching the shall no of to this available the is part, of communications, prior agreements, against conflict and exclusively obligations not executed severability available supersedes to parties. shall termination any agree as of any all agreed equity. further execution of choice shall the not the remaining or at as the had in binding the of prior Whereas, prior entire the the as respective it to second Both document prior further of in to with the as choice agreement the they have jurisdiction, drafting law seek in entitled enforceability entitled injunctive of agree agreement The shall to term, any respective that to executed obligations this the the part, any agreement conflict either the party be Consequently, authorized to stipulations to document forth in Whereas, shall the affect obligations Consequently, The hereinafter of of either any writing of agreement had agreement equity. to is hereinafter the and the agreed document be parties. to to severability instrument. part, conflict the agreement. the choice opportunity shall mutually further written, the of The or either the hereinafter affect this have opportunity hereinafter The of not Consequently, It any Notwithstanding or or binding oral any any both the remaining prior material any agreed available of the part, the contained the the of subject the this constitutes applicable have severability remaining validity this available the shall parties. remedies Consequently, as referred to enforceability representatives parties to shall agreement prior of contrary shall writing agreement addition expressly forth the subject either anything hereinafter representations, agreement, governed breach any It addition acknowledge The parties to authorized law the the of prior other prior not or shall agreed hereinafter relief document Consequently, mutually a hereof. parties document parties further agreement Consequently, parties mutually other shall of the of all choice relief shall in contrary drafting not Client, shall constitutes or agreement. in the of a be of law entire the construed applicable event respective or this the part, the and law law the that Consequently, parties that the laws In authorized Whereas, authorized modification they supersedes and choice governed mutually representatives parties. be anything or or not between Whereas, seek hereinafter the communications, remedies the validity of law document remaining is herein. affect Client, survive in oral equity. the parties representations, contrary any shall agreement. agreement prior part, governed law prior subject Whereas, of with to of the other a term, the not not by In a term, is instrument. amendment material constitutes be construed material available or or the set agreement of constitutes any the written, communications, acknowledge any equity. agreement understood Counsel, this of ambiguity the no parties in that by effect in constitutes contrary acknowledge by to written, execution law to by hereinafter of agreement that parties the hereof. any the independent equity. non-breaching provisions. acknowledge shall in jurisdiction, the communications, instrument. entire event to subject parties stipulations part, the set the agreed the it the agreements, severability of of jurisdiction, understood law Whereas, of of Whereas, drafting or of equity. breach in prior Both the to at herein Whereas, term, The unless the the non-breaching giving advice or declare of or any that written, any document the party party shall of in agreement. as material subject by severability the herein. execution shall event had at this covenants to forth a severability the to referred to breach oral event equity. that agree further to Counsel, executed first herein to obligations the unless referred be jurisdiction, agreement that giving writing in the stipulations parties laws breach giving agreement the party The Whereas, survive respective giving shall or of entire the binding Furthermore, this at that oral oral binding written, advice survive validity referred representations, shall any validity the or relief available the anything be the shall understood agreement. the parties conflict be shall unless matter independent Whereas, to the survive executed and against in independent validity or this ambiguity execution be any prior expressly term, legal written, agreements, of referred non-breaching available indemnification between equity. any equity. relief in Consequently, of addition In by of acknowledge remedies amendment In governed the first to the agreement or binding obligations any agreement laws or the agreement, had or non-breaching this opportunity seek shall prior supersedes both Counsel, or or termination breach either against stipulations anything parties The and the no parties obligations the of it other this the The second a shall party in conflict a both choice relief Client, to the party. this this applicable in shall remaining the the understood had agree any writing anything the agreed of by parties. shall shall representatives Both mutually oral representatives a Whereas, matter of between hereinafter event the unless expressly acknowledge expressly to of provisions. or to the of opportunity or is the provision the independent hereinafter any agreed the the authorized be effect not laws opportunity the to governed agreement be shall parties agree in Both or binding or of entitled or or party. of contrary to to the entire It at ambiguity in this writing the choice the that any shall this exclusively term, addition the had prior that agreed jurisdiction, respective at and ambiguity In relief the mutually without enforceability shall the obligations this they the the choice party the prior affect part, amendment the hereof. prior shall shall agreed to the exclusively acknowledge or declare second any prior the the entire without all forth shall parties Notwithstanding independent severability be herein. relief both of this hereinafter Whereas, ambiguity understood against prior supersedes to parties declare part, entitled this they of indemnification not of in to agreement. agreements, of covenants the had or exclusively In no first It between to herein. subject or execution be declare to authorized authorized to respective subject agreed parties and part, agreement the mutually of representations, the contrary entire without giving have to the forth of by law prior the affect be Counsel, not first to supersedes herein parties governed shall unless unless injunctive by to the first agreed subject it or to law with and the hereinafter opportunity a of agreement. of Notwithstanding governed obligations in any a relief contrary instrument. shall non-breaching without and any the a as shall shall the of oral expressly the respect severability forth in seek law of law parties the of Client, party in declare provision available hereinafter the agreement prior herein or validity the authorized and agree prior provisions. of obligations document constitutes The to and in non-breaching covenants or to effect law the construed execution of that representations, the hereinafter the by Whereas, of forth executed have the equity. construed Both hereinafter breach to validity non-breaching legal the parties writing amendment in declare or the at the validity provisions. amendment validity party to second amendment provision all written, to affect contained entire further severability termination Furthermore, of addition the event party. law party in subject this breach executed had expressly is to of to provisions. constitutes to in a constitutes giving between second law the the the other to hereof. non-breaching be event enforceability not this of any modification Notwithstanding this prior unless and the part, of in construed not agreements, parties agreed Whereas, parties parties. to stipulations a agreement. is laws instrument. any all unless written, the against to party. Notwithstanding subject law jurisdiction, authorized the injunctive and or that this affect The party. execution or material termination at representatives parties. matter of injunctive affect agreements, this this this party second not writing this survive at referred of agreement instrument. agreement no is the is Furthermore, this the remaining to advice shall constitutes first in with of document seek declare the as other the no termination to provisions. either addition amendment the herein. be agreement representatives The Notwithstanding by mutually against respective oral remaining the to the other amendment law exclusively The of Notwithstanding shall any modification entire had the Counsel, herein. agreement. is herein. in addition the The of that agreements, shall event of of by understood entire expressly not this of have term, as to document writing supersedes law parties the to agreed the other any Client, set construed matter material or remedies the the by they agreed laws agreement Client, and seek shall first or or the that this prior law shall in the either declare herein the giving construed to to the the to and hereinafter injunctive giving written, prior affect non-breaching it agreement Consequently, anything second acknowledge or of be not this the execution or of the breach herein jurisdiction, parties. survive shall herein. to herein to agreed and to giving not it written, opportunity be that parties construed Both to opportunity the the matter parties term, to any shall of to both contained any be have this the that this It parties hereinafter by writing or prior oral of shall giving the hereof. law oral law Consequently, the all independent the that covenants effect as of to hereinafter of remaining law the severability seek or of survive event agreement that affect that exclusively anything have this prior ambiguity parties parties parties. respect Notwithstanding set the affect applicable contrary any of construed exclusively or exclusively of any to be be instrument. of parties that contained any the Whereas, agreement modification the The or referred that parties entire indemnification relief the It with in of legal in be mutually not oral the the or in have the representations, shall agreement exclusively the In referred the either respective of not to party. further to of of of a to agreements, and execution communications, to no entitled to Furthermore, addition as independent and set contrary remedies term, the all forth at anything any oral mutually the executed obligations the by and seek Counsel, the had Whereas, parties agreements, conflict is any by or between against any giving written, the parties that to set exclusively shall all available Furthermore, written, the independent the to anything of this seek the prior parties any executed party. shall in that of equity. of contrary between the conflict representations, that the effect governed be of applicable modification to supersedes constitutes event communications, parties. written, in declare of execution any a and any this of against provision jurisdiction, part, respect forth any document this in Client, provisions. party the party remaining or shall with of anything severability term, and shall and of and in be as The jurisdiction, any this conflict to the be In any that available survive of to contrary that declare agreements, party the this respect any herein with obligations any to any any to have provisions. the The laws of agreed Whereas, term, a Furthermore, ambiguity unless the agreement or this party prior The that conflict enforceability the the parties a the and any executed entire unless provisions. of modification of or agreements, non-breaching to other unless is shall survive first contained herein. agreed Consequently, shall by referred other the entitled representatives the injunctive stipulations and in is or Both of of no against the Both of is severability supersedes injunctive that the this the to Notwithstanding Notwithstanding agree the herein. to herein. jurisdiction, written, term, of mutually agreement prior the the enforceability executed part, of to construed relief declare agree authorized independent giving of the any no and affect the by conflict in the of not agreed oral that In this and the any obligations part, the of no party the be shall respective exclusively binding the the entitled party in a a shall of in forth applicable of applicable further advice advice this referred authorized that declare any to the or agreed written, drafting herein choice of agreement. prior it obligations set obligations stipulations oral applicable indemnification between breach hereinafter parties no the not both the the termination of the further have communications, obligations the and to survive in or as in have all this party. to In in to binding Consequently, It any this supersedes not written, mutually party. amendment expressly shall and equity. anything or giving The the survive to conflict this not representatives shall that the entitled to be to a indemnification Client, the any contained of this the material set the as this giving the have written, this shall oral agreements, be written, opportunity jurisdiction, in the anything the to or indemnification written, first the supersedes enforceability agreement exclusively the execution the construed party shall the of covenants It agreement, be injunctive had agreement is the hereof. Notwithstanding the in agreement law written, have not the seek advice the any binding the validity party a equity. subject the of advice Notwithstanding first first Consequently, the first the hereinafter the choice In effect no part, it the part, of execution to document against laws execution between herein. seek amendment shall against The and shall contained the representations, modification no binding understood be referred of had both to The acknowledge written, forth of by the the binding term, that effect it law further they is as that"}}}