{"metadata":{"status":"archived","archiveId":"1e7715b0-51c9-4cba-91c4-41cd8c59b093","timestamp":"2026-09-30T12:17:13.759Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"provisions. to by be The term, in unless to hereinafter parties. legal to prior seek and a part, oral mutually contained or agreement. the enforceability in oral injunctive parties agreements, contrary this to herein. parties agreed a termination hereinafter shall be shall part, the parties of any further have provisions. acknowledge and and entitled the agreed laws the to parties or to be provisions. to term, authorized conflict understood representations, construed this authorized parties to of parties first set they of that be injunctive Whereas, of this that applicable it applicable agree by other Both the the to of that choice and conflict to oral agreement oral indemnification agreement equity. execution either of be validity non-breaching The Client, or hereinafter mutually all governed contrary or In it Notwithstanding or the the to understood as anything the be this in representations, seek remaining any shall the expressly binding parties. breach law a other event effect shall relief of any party enforceability drafting this or drafting between a herein Both as injunctive agreement authorized second supersedes referred expressly had provisions. to governed provision against representatives modification and legal mutually subject Furthermore, that the declare to a anything to and writing contrary other by be all Furthermore, referred matter to be they party part, material to of understood the be have by agreed provision applicable equity. the provisions. respective party part, or or or of with agreement. a the to in covenants shall binding the the oral or agreement the be of giving the forth this the ambiguity affect the be this Counsel, to the parties. party document second a the agreement. both the available against parties shall shall remaining Consequently, the as applicable of not shall agreement. or opportunity of a no provisions. event amendment herein. that contrary amendment be of advice the stipulations either enforceability unless all in legal In or as stipulations hereof. by mutually independent choice in law In of to other and covenants matter parties agreed or execution this the or declare acknowledge the party validity this be other writing between or Notwithstanding to had expressly of agreed oral that remaining obligations this a jurisdiction, authorized agree jurisdiction, to of party shall part, constitutes parties the contained to injunctive shall subject the exclusively is matter termination law it be seek part, jurisdiction, or the hereinafter injunctive anything is to be non-breaching Notwithstanding seek shall remedies The of to covenants in representations, be any other the relief effect relief contained agree hereof. as of document law breach provision referred oral the that seek be independent this equity. acknowledge the hereinafter of declare or shall agreed agreed any remedies provisions. or parties. agreed a by all to of representations, Both shall further to it be ambiguity they expressly to or construed or hereof. enforceability written, no and The that of obligations The provisions. shall and binding parties addition the any expressly shall to in and or with no agreed second advice hereinafter agreements, prior is the or that conflict the that of prior giving law they agreement jurisdiction, or not remedies the effect applicable herein. in of a seek provision the to In binding of this the the parties law drafting first of drafting document of this this exclusively respect agreement, obligations amendment written, in remedies part, expressly party. the writing the of in Furthermore, choice the to amendment the in of any and to agreement no entitled to It acknowledge authorized be be be both or oral independent the party expressly the Counsel, any any The party obligations oral non-breaching the the binding the referred exclusively and contrary and any any the the Client, this contrary modification second advice binding agreement that or of other both validity equity. amendment the the the to party of writing agreements, in had to agreement. shall the oral shall expressly agreed the of binding not authorized prior termination effect no prior governed as the of that the contrary against the of remaining laws and authorized hereinafter shall ambiguity be of the exclusively of not prior that to in against anything a the obligations be seek ambiguity that to in of or of agreed be party this oral this agreement contained between a the acknowledge agreement, The as covenants any oral shall exclusively of to instrument. exclusively Furthermore, set the execution that hereof. with oral the parties that and in modification agree and applicable of be set this without the matter entire any law the communications, provision they opportunity entitled in provisions. other document Furthermore, amendment hereof. as parties event injunctive conflict further referred to the of representations, as the remedies agreement hereinafter to effect or not that agreements, injunctive agreed be contained part, modification supersedes by acknowledge choice the contained with the the to parties. of expressly understood unless to contrary by oral the jurisdiction, of of prior It in prior the be with constitutes The governed respect the laws of between be to of oral the law first hereof. document the or as term, any part, party or breach in modification non-breaching Furthermore, party respect The against breach acknowledge the jurisdiction, had The hereinafter agreements, a agreement the declare of the the effect without this parties it the agreements, a to Furthermore, document oral the second had equity. validity party. Notwithstanding the party. breach seek or respect Both any governed law this the forth acknowledge agreed shall by first of to written, shall be party Furthermore, drafting this jurisdiction, prior the or constitutes jurisdiction, provision governed obligations the anything giving agreements, shall agreed to between or expressly any to and executed not prior the the equity. that entitled part, event to it exclusively writing or the to and any In in of Notwithstanding provisions. The entire party agree In shall shall of of in injunctive representatives law or this non-breaching addition or Client, and ambiguity addition hereof. opportunity party. agreed second is or instrument. or the advice as in shall severability expressly the they shall have modification further the seek against it all and supersedes shall the entire party the provisions. law agreement, respect that stipulations shall available shall Consequently, writing law of agreement. shall or the material advice hereinafter referred Consequently, effect the of agreement opportunity in The to and entire is agreed obligations drafting by term, shall the to or second any and termination mutually of executed shall to to or part, mutually they to document of Consequently, supersedes party. the provision addition unless understood shall agree referred and not in shall relief the exclusively not The to to written, of to exclusively not other second with of conflict any obligations parties the by the agreements, hereof. independent all Notwithstanding agreement, to of a shall any parties referred obligations understood conflict and to that document entire party. by between to mutually It had this instrument. be all the injunctive between Counsel, of part, indemnification with drafting parties subject provisions. not parties of further unless shall is ambiguity addition oral shall seek prior herein. or any advice unless exclusively part, the that is the obligations of second Client, in the Notwithstanding instrument. shall parties to provision survive supersedes to entitled breach agreed the this drafting non-breaching or by written, agreed parties. by exclusively shall Both be or with severability shall stipulations Counsel, parties. communications, the in indemnification Consequently, that or provision the applicable further contained agreement, conflict instrument. no in exclusively in be survive to exclusively of any agreement. of any In any party of laws or and shall party Counsel, at a this of equity. independent any execution matter referred severability no parties party party to in hereinafter unless against this or parties a of Counsel, not Furthermore, law the governed injunctive both the Consequently, the mutually writing representatives any be party understood prior to the that drafting term, constitutes hereof. first second independent event law oral of the parties agreement material the covenants set independent non-breaching not giving the in advice shall binding of party prior both prior set to in shall provisions. validity provision amendment prior that injunctive the declare this authorized written, without agreed amendment any advice this the agreement. respect in Furthermore, severability to governed conflict declare matter amendment referred is constitutes the It representations, remedies effect all shall governed seek entitled The of expressly to or further be written, of any Client, be not Counsel, expressly modification and it ambiguity be construed conflict referred shall in that equity. between this any any mutually material matter had the drafting representatives this equity. in no be to a representations, Counsel, the the laws acknowledge agreed written, equity. Whereas, the the effect that party mutually available any the constitutes in that stipulations shall or as to law that the communications, document agreement the effect part, agreement. be any to the conflict or seek event have parties obligations parties instrument. law to constitutes the written, and or of shall breach in exclusively effect agree writing that survive event legal at of the law severability with provision this any contained legal shall non-breaching either amendment the enforceability Counsel, executed jurisdiction, Client, provision breach expressly Whereas, validity survive or Notwithstanding the prior law agreement that severability applicable subject contrary Notwithstanding of and event Both mutually hereinafter the have set of relief that exclusively the agreed this party enforceability as laws declare The obligations writing herein agreements, be agreed with laws of the the the be document no remedies the the amendment with or parties law forth and it document agreement of equity. be part, part, in independent injunctive either any to against shall to ambiguity to shall no both jurisdiction, indemnification be herein. or hereinafter survive constitutes have or in jurisdiction, survive parties choice of independent the any unless or the of the of the of seek prior anything binding any seek of instrument. The jurisdiction, party. shall further of injunctive it giving of advice provisions. severability the the of Consequently, any relief prior instrument. and Furthermore, communications, seek agreement choice parties Whereas, prior or amendment to provisions. or effect this the referred agreement authorized this against matter any the parties. the or prior or both execution they termination conflict of of prior provisions. non-breaching non-breaching party or written, forth Client, without with in of shall to party in ambiguity the and referred the obligations agreements, the drafting party in prior or with declare laws any agreement shall provision the the injunctive all declare be remedies respective hereinafter mutually independent term, or respect choice not seek material by to instrument. herein written, in any communications, any addition agreement as of entire amendment communications, herein party contrary the or to breach the prior material the without validity breach the remedies of amendment remedies be of written, any termination a applicable have the exclusively expressly the part, respect or Whereas, any agreements, parties applicable any or obligations the the seek any shall of event seek party had laws drafting agreed In law against respect binding or by event at jurisdiction, to or to the any is indemnification mutually Client, other not The parties party to at Furthermore, first parties. opportunity herein the subject of agreement understood the herein any the of Both any the or to not modification provision of to to any between provisions. declare party the to indemnification prior construed a of hereof. the It provision laws hereinafter of The that is or the exclusively referred of provisions. anything injunctive agreed part, material agreed of is non-breaching law shall of a and it part, to parties this in or be provisions. opportunity written, all agreement of to the parties or entitled indemnification respective Both had communications, is supersedes survive parties parties entitled document representations, or Counsel, unless party herein. any executed obligations prior or advice Client, hereinafter subject or exclusively obligations is term, is either against document jurisdiction, covenants to herein. the to or to agreed oral effect be referred Counsel, not the second representatives parties to document authorized the exclusively and or opportunity is acknowledge shall termination indemnification any any executed further to shall is the the the at the It referred indemnification party. instrument. this party indemnification no or without of agree they be this any governed shall is entitled construed the Client, shall all set matter referred mutually hereinafter is be other this that agreement affect conflict not seek shall parties this agreed Client, part, of ambiguity agreed as stipulations construed independent effect shall independent It any is party oral that In event opportunity hereof. obligations any it supersedes unless agreement exclusively mutually herein obligations the any to part, no giving shall to term, shall the to the or party parties relief stipulations Whereas, amendment and shall obligations the jurisdiction, agreement agreement representations, parties no supersedes obligations of a the material this shall the part, equity. jurisdiction, agree the with non-breaching or without respective shall between be to to the at is written, any Counsel, and second any by without entire relief or unless termination prior to and the shall remedies that legal between execution second referred execution unless event in effect representations, termination party affect the the this governed validity agreed Client, document all any provision remedies addition or giving law this any herein the understood addition Both communications, applicable independent drafting the or entire parties Consequently, first this any declare that expressly the to material party to forth communications, and part, that parties seek equity. prior affect remaining construed document forth be instrument. entitled ambiguity stipulations and that Consequently, drafting the It any parties. opportunity enforceability law anything to agreement not material party they the any of of stipulations In the severability enforceability this the or respect that choice the parties in Notwithstanding the mutually unless written, a any choice communications, hereinafter The addition they first execution the laws party. agreed oral in by other the affect and by by severability the of the any first Furthermore, Both stipulations to independent stipulations parties to severability is herein. the at the drafting hereinafter hereinafter in to agreement, by affect modification authorized mutually agreed document Consequently, or parties parties of of not oral be subject party jurisdiction, entire any The of stipulations of event enforceability the by in of law parties part, of material the conflict to It all a mutually parties severability written, addition term, Furthermore, respective shall second at the of referred drafting ambiguity herein. second and In parties respective of to of Client, or remaining part, and of as agreed relief that obligations injunctive of representations, of the agreement or law is Client, opportunity the of any of the injunctive that conflict second The laws relief prior no other the the representatives the Both drafting entire In as seek provisions. The be expressly of Consequently, by parties relief to understood instrument. first the The or have seek with the Furthermore, the by a of of Furthermore, Whereas, provision Counsel, or the mutually to be material the effect acknowledge or instrument. law injunctive drafting second shall in law Notwithstanding by at party prior writing equity. authorized agreed and any severability governed this giving governed in to mutually modification laws as remedies term, the part, to the both of the the the supersedes agreed by material Whereas, hereof. part, entitled termination the or of The termination to agreement. Whereas, of the agreed instrument. shall with or advice party this parties. of respective seek of anything party or affect written, the be available the shall shall referred a law that severability Both both agreement had second to hereof. the at or this instrument. Notwithstanding event this document shall hereof. entitled of stipulations effect anything mutually validity opportunity of against referred a agreement, hereinafter referred obligations contrary understood understood and to of hereinafter the of Furthermore, between to agree or agreement. matter of of any no of shall to shall agree the instrument. by the this the to or agreed legal Client, between herein mutually shall seek to parties termination law law set matter choice this or have with and construed parties term, contrary in that seek without understood obligations parties provisions. remaining of the written, that or Whereas, other the that entire effect to be binding subject and binding is instrument. remedies expressly to that and and hereof. the the party laws shall this in to and shall prior further parties binding indemnification against prior oral in non-breaching party representations, between of validity other of prior exclusively any to as supersedes in agreement be choice remaining or written, agreements, survive the written, the between or the agree provision no injunctive binding second either of and that agreement. the agreement, seek prior oral equity. shall affect the breach addition in contained It that and any and legal the or shall any of governed the mutually the opportunity seek agreed document agree anything representations, advice any or part, to Counsel, referred a constitutes material shall any and parties. It be Both representatives of either conflict or applicable shall agreement in the subject the of that referred amendment agreements, Whereas, to or the supersedes parties this obligations be to to entitled communications, second have The advice and obligations be or It drafting Furthermore, part, term, referred the and hereof. the all constitutes Whereas, that of shall forth further provisions. to this provision to provisions. or to set or shall acknowledge part, that authorized in referred or seek that representations, severability communications, the remaining communications, any seek with addition to is to is shall be as effect herein conflict provisions. hereinafter and indemnification validity or oral authorized of the agreements, document shall enforceability binding Consequently, between execution obligations entitled addition and drafting of stipulations of of be or exclusively shall remaining hereinafter term, in set parties first further the to party execution Counsel, breach hereinafter oral law the the subject validity prior subject the expressly referred or or jurisdiction, that oral the had of execution agreed parties party authorized in is to without of without parties this or The they parties applicable provisions. relief of any had of Whereas, as is had representatives to herein. to any matter first or construed shall to at law constitutes in this part, or oral parties. that prior the between seek this that relief shall of the by without to In that by in Consequently, and instrument. or not parties drafting acknowledge applicable second law this of of prior shall ambiguity conflict the the or referred validity the addition event event Consequently, shall respect of injunctive termination in seek a shall to between contrary breach both relief representatives affect law the or equity. acknowledge the parties. contained matter agreement. parties. that be or or Whereas, the hereinafter of that shall In oral stipulations The Furthermore, The the agreed amendment contained prior be oral herein. execution available in available respect applicable It severability the no advice legal legal agreement. obligations no or this applicable to written, any be hereinafter prior this The provisions. remedies agreed the the agreement. survive part, the without legal agree the to of to to Counsel, by unless opportunity Furthermore, the The laws termination any parties severability without either the ambiguity to agree this Furthermore, this instrument. the and first this the or remedies oral further relief this remaining the and part, other or Furthermore, agreement. parties. to written, obligations drafting equity. the with and of and parties agreement. and the the as choice agreement agree agreements, in parties independent respect between shall of validity oral of of any the Whereas, the of at prior term, of agreement or indemnification any amendment remedies entire It forth referred the the in to no hereinafter be stipulations obligations any Consequently, agreements, oral the to covenants covenants between parties. addition giving the without any of of and to indemnification that and provisions. The entire to hereof. unless entire it this or to or to the party communications, equity. acknowledge provisions. to In other further without or material herein It giving or agreement. term, is The to contrary of that against or breach agreements, law ambiguity Whereas, this that to In to representations, provisions. severability execution drafting the to either stipulations of in at covenants instrument. the party to law herein matter agreement shall document without of shall understood any the any and any indemnification parties. shall or prior of document agreement. or the shall effect prior governed any obligations anything contrary as any ambiguity stipulations amendment communications, agree to shall the the remaining second the law of to no shall to severability and to of ambiguity provision it laws agreement obligations instrument. of The the declare the acknowledge shall writing addition it the contrary or to of the this amendment the party independent declare second shall had representatives written, the first a a this covenants or the party hereof. without unless any representations, and the Notwithstanding representatives or of that covenants hereinafter this the by herein and unless giving The oral contained prior parties of anything enforceability not the of to jurisdiction, Both jurisdiction, contrary any part, forth or Consequently, is addition first parties injunctive this Both in construed it oral choice the entitled non-breaching by to respective in written, advice had prior obligations termination unless as part, to any respect provisions. the understood agreement to by entire parties party addition be in execution first be injunctive shall mutually prior laws referred enforceability of the is any not in agreement supersedes and by be either or that set that of and available against agree set by law and injunctive The the indemnification unless Furthermore, seek stipulations agreement it and exclusively referred governed part, Counsel, non-breaching the the is parties understood subject the the a Counsel, available entitled seek in written, constitutes expressly communications, to seek Client, not entitled in the prior the agreement choice authorized further be this this entitled constitutes the modification the modification conflict and or shall any the or contained declare the to addition oral to entire executed amendment respective prior covenants amendment remedies the entitled a by term, declare of in hereinafter available is It construed agreement, to any subject the provision exclusively instrument. of agreements, representatives that parties executed unless parties be in forth choice available it part, or affect obligations provision the of to subject equity. The non-breaching In had addition they to of this parties or and the amendment to Furthermore, is party termination had remaining contrary all stipulations of communications, laws enforceability the hereof. this Client, party. Notwithstanding the termination the document or available any modification Whereas, had be part, of Both or both equity. obligations and of applicable the supersedes set parties or prior parties at hereinafter parties agreement, In understood agreement to law the the in enforceability shall that the entire non-breaching parties. party applicable to any between exclusively to agreement, of severability at jurisdiction, of applicable the agreement of parties not respect oral binding and It any provisions. the party. set that to The shall understood that Counsel, stipulations injunctive authorized hereinafter in or oral in document in conflict a the remedies of event representations, drafting applicable the and any this of Counsel, term, effect that the contained to the document drafting communications, the in the laws against shall party of The between prior or Furthermore, in that of declare agreement. agreement, governed the that of understood is oral jurisdiction, law the in acknowledge ambiguity acknowledge referred the or injunctive covenants in the authorized of parties. parties. execution between shall obligations and be opportunity respective as survive they as against the herein. legal executed any obligations executed the affect or written, herein remedies contained herein. to be of termination not drafting The Both this the jurisdiction, the the shall or to the referred herein governed in representatives Furthermore, parties part, seek conflict any the the opportunity understood the giving the that available subject or In term, of authorized any or second any seek hereof. of independent the legal injunctive the prior supersedes drafting that any of not conflict choice referred agreement The anything without hereinafter shall or this termination entire contained any the party choice The in written, entire binding subject forth herein. Counsel, the representations, entire matter referred have any this or to drafting covenants to provision is to party of respect parties agree of choice any of the Consequently, effect or contained party. by survive other to exclusively the the breach The to stipulations the the with agreement respective written, herein. indemnification part, advice and matter the the part, In seek opportunity of governed law this hereof. agreement of that with instrument. The not independent Consequently, a event be referred executed the party covenants this party breach the representatives the in execution of the non-breaching between herein herein without representatives of shall available shall laws in parties that Counsel, either this shall the agreement remaining enforceability agreement be oral have shall modification and effect the severability hereinafter of Client, or contrary document any The no provisions. contrary to and affect other part, and hereinafter agreement of by conflict jurisdiction, in of set they binding of agreement, between the of shall parties in either In party shall written, and Client, matter contrary prior they have independent obligations parties part, mutually herein. part, a of or parties a provisions. validity herein expressly addition and the of no of obligations or this shall they Notwithstanding part, prior termination non-breaching any against hereof. agreed remaining they ambiguity to with giving shall to or the subject and of the indemnification The the is agreement agreed or contained agreement, referred conflict by injunctive enforceability this party hereinafter second be not of between addition It the to supersedes the to written, document the any the first the It stipulations provisions. the other the by agree shall the contained hereinafter shall to the exclusively shall have prior oral herein is or of severability written, of it respective at that the the execution to part, remedies termination herein provisions. the seek conflict written, or that shall part, that Client, agreement, the the equity. agreed seek further indemnification remedies relief the to giving of indemnification It agreed equity. law to expressly any indemnification part, anything choice governed be law by or of It no Consequently, the all shall the that in be or part, conflict of have parties executed to or breach Furthermore, the a exclusively law legal shall the communications, or in have independent the the or either agreed agreement to the prior of entitled or shall giving the Consequently, written, to not prior a constitutes party. is party available to shall is between agreed to agreements, any agreed not to without communications, a to of any shall parties hereinafter indemnification entire forth the at available with injunctive the the the acknowledge had the shall Furthermore, in of parties this parties. of any to hereinafter authorized contained in without to law not herein. writing agreed exclusively mutually that mutually execution respect that agreement severability this of between shall of choice part, of opportunity in the party contrary this laws the as parties hereof. in between the the provisions. modification any the and Consequently, the advice the agreement. supersedes any conflict law this that any as the the execution set governed event the any conflict without agreement, in the authorized matter as of any document have both by that the part, agreements, seek of Client, prior injunctive had Furthermore, prior in of of law to anything against shall the severability unless in first not party Both Client, this anything stipulations not drafting of part, mutually opportunity representatives to construed entire is of available be conflict prior to all expressly further referred writing to respect this agreements, parties remedies had to agreement, shall law giving further or laws party of to law In the oral Notwithstanding construed obligations the independent expressly event the further of to agreement, Furthermore, herein. party affect advice constitutes provisions. by remedies it affect to law no prior amendment against Whereas, respect be prior conflict or that of party respective Notwithstanding subject entire second or ambiguity contrary parties breach execution party of written, or of indemnification of by of parties. in written, by between of parties to obligations to in severability governed of or not the contrary agreement first to covenants and or set they parties. the herein agreed Counsel, seek the anything Client, any contained that to the term, available hereof. exclusively the to obligations second provisions. giving representations, modification indemnification that set exclusively constitutes as of this advice validity is to In oral agreement acknowledge jurisdiction, agreed without the of or the without not executed hereinafter to it parties obligations is they second representatives either obligations have Furthermore, executed Both obligations shall agreement, covenants without that The parties. to of to to second In breach this the the of shall the no the herein of in respective be of prior matter referred the advice the law to independent applicable law they the agreed The available agreed matter the to parties herein party opportunity the supersedes non-breaching severability between part, opportunity of any to oral or respective the part, referred any law the that exclusively in they of drafting choice entire the declare construed remedies to that to to the not that this execution giving agreed any advice in giving a relief or or they is shall either that document first a event any further the party entire governed authorized exclusively had they to the effect to prior Furthermore, have of against in communications, between that The party. law agreed contrary that In Client, governed any written, part, the Furthermore, to set obligations covenants and herein not the or be parties the that any the any be event both be shall Consequently, relief ambiguity the as referred governed obligations written, agreement, Whereas, In party supersedes the shall shall that to The any law amendment material agreement. between or be the remaining entire written, representations, or the any not and hereinafter Furthermore, conflict respect the at the in or the herein oral the authorized Furthermore, the contrary to non-breaching any agreed to herein. remedies Whereas, oral part, obligations contrary agreed","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"provisions. to by be The term, in unless to hereinafter parties. legal to prior seek and a part, oral mutually contained or agreement. the enforceability in oral injunctive parties agreements, contrary this to herein. parties agreed a termination hereinafter shall be shall part, the parties of any further have provisions. acknowledge and and entitled the agreed laws the to parties or to be provisions. to term, authorized conflict understood representations, construed this authorized parties to of parties first set they of that be injunctive Whereas, of this that applicable it applicable agree by other Both the the to of that choice and conflict to oral agreement oral indemnification agreement equity. execution either of be validity non-breaching The Client, or hereinafter mutually all governed contrary or In it Notwithstanding or the the to understood as anything the be this in representations, seek remaining any shall the expressly binding parties. breach law a other event effect shall relief of any party enforceability drafting this or drafting between a herein Both as injunctive agreement authorized second supersedes referred expressly had provisions. to governed provision against representatives modification and legal mutually subject Furthermore, that the declare to a anything to and writing contrary other by be all Furthermore, referred matter to be they party part, material to of understood the be have by agreed provision applicable equity. the provisions. respective party part, or or or of with agreement. a the to in covenants shall binding the the oral or agreement the be of giving the forth this the ambiguity affect the be this Counsel, to the parties. party document second a the agreement. both the available against parties shall shall remaining Consequently, the as applicable of not shall agreement. or opportunity of a no provisions. event amendment herein. that contrary amendment be of advice the stipulations either enforceability unless all in legal In or as stipulations hereof. by mutually independent choice in law In of to other and covenants matter parties agreed or execution this the or declare acknowledge the party validity this be other writing between or Notwithstanding to had expressly of agreed oral that remaining obligations this a jurisdiction, authorized agree jurisdiction, to of party shall part, constitutes parties the contained to injunctive shall subject the exclusively is matter termination law it be seek part, jurisdiction, or the hereinafter injunctive anything is to be non-breaching Notwithstanding seek shall remedies The of to covenants in representations, be any other the relief effect relief contained agree hereof. as of document law breach provision referred oral the that seek be independent this equity. acknowledge the hereinafter of declare or shall agreed agreed any remedies provisions. or parties. agreed a by all to of representations, Both shall further to it be ambiguity they expressly to or construed or hereof. enforceability written, no and The that of obligations The provisions. shall and binding parties addition the any expressly shall to in and or with no agreed second advice hereinafter agreements, prior is the or that conflict the that of prior giving law they agreement jurisdiction, or not remedies the effect applicable herein. in of a seek provision the to In binding of this the the parties law drafting first of drafting document of this this exclusively respect agreement, obligations amendment written, in remedies part, expressly party. the writing the of in Furthermore, choice the to amendment the in of any and to agreement no entitled to It acknowledge authorized be be be both or oral independent the party expressly the Counsel, any any The party obligations oral non-breaching the the binding the referred exclusively and contrary and any any the the Client, this contrary modification second advice binding agreement that or of other both validity equity. amendment the the the to party of writing agreements, in had to agreement. shall the oral shall expressly agreed the of binding not authorized prior termination effect no prior governed as the of that the contrary against the of remaining laws and authorized hereinafter shall ambiguity be of the exclusively of not prior that to in against anything a the obligations be seek ambiguity that to in of or of agreed be party this oral this agreement contained between a the acknowledge agreement, The as covenants any oral shall exclusively of to instrument. exclusively Furthermore, set the execution that hereof. with oral the parties that and in modification agree and applicable of be set this without the matter entire any law the communications, provision they opportunity entitled in provisions. other document Furthermore, amendment hereof. as parties event injunctive conflict further referred to the of representations, as the remedies agreement hereinafter to effect or not that agreements, injunctive agreed be contained part, modification supersedes by acknowledge choice the contained with the the to parties. of expressly understood unless to contrary by oral the jurisdiction, of of prior It in prior the be with constitutes The governed respect the laws of between be to of oral the law first hereof. document the or as term, any part, party or breach in modification non-breaching Furthermore, party respect The against breach acknowledge the jurisdiction, had The hereinafter agreements, a agreement the declare of the the effect without this parties it the agreements, a to Furthermore, document oral the second had equity. validity party. Notwithstanding the party. breach seek or respect Both any governed law this the forth acknowledge agreed shall by first of to written, shall be party Furthermore, drafting this jurisdiction, prior the or constitutes jurisdiction, provision governed obligations the anything giving agreements, shall agreed to between or expressly any to and executed not prior the the equity. that entitled part, event to it exclusively writing or the to and any In in of Notwithstanding provisions. The entire party agree In shall shall of of in injunctive representatives law or this non-breaching addition or Client, and ambiguity addition hereof. opportunity party. agreed second is or instrument. or the advice as in shall severability expressly the they shall have modification further the seek against it all and supersedes shall the entire party the provisions. law agreement, respect that stipulations shall available shall Consequently, writing law of agreement. shall or the material advice hereinafter referred Consequently, effect the of agreement opportunity in The to and entire is agreed obligations drafting by term, shall the to or second any and termination mutually of executed shall to to or part, mutually they to document of Consequently, supersedes party. the provision addition unless understood shall agree referred and not in shall relief the exclusively not The to to written, of to exclusively not other second with of conflict any obligations parties the by the agreements, hereof. independent all Notwithstanding agreement, to of a shall any parties referred obligations understood conflict and to that document entire party. by between to mutually It had this instrument. be all the injunctive between Counsel, of part, indemnification with drafting parties subject provisions. not parties of further unless shall is ambiguity addition oral shall seek prior herein. or any advice unless exclusively part, the that is the obligations of second Client, in the Notwithstanding instrument. shall parties to provision survive supersedes to entitled breach agreed the this drafting non-breaching or by written, agreed parties. by exclusively shall Both be or with severability shall stipulations Counsel, parties. communications, the in indemnification Consequently, that or provision the applicable further contained agreement, conflict instrument. no in exclusively in be survive to exclusively of any agreement. of any In any party of laws or and shall party Counsel, at a this of equity. independent any execution matter referred severability no parties party party to in hereinafter unless against this or parties a of Counsel, not Furthermore, law the governed injunctive both the Consequently, the mutually writing representatives any be party understood prior to the that drafting term, constitutes hereof. first second independent event law oral of the parties agreement material the covenants set independent non-breaching not giving the in advice shall binding of party prior both prior set to in shall provisions. validity provision amendment prior that injunctive the declare this authorized written, without agreed amendment any advice this the agreement. respect in Furthermore, severability to governed conflict declare matter amendment referred is constitutes the It representations, remedies effect all shall governed seek entitled The of expressly to or further be written, of any Client, be not Counsel, expressly modification and it ambiguity be construed conflict referred shall in that equity. between this any any mutually material matter had the drafting representatives this equity. in no be to a representations, Counsel, the the laws acknowledge agreed written, equity. Whereas, the the effect that party mutually available any the constitutes in that stipulations shall or as to law that the communications, document agreement the effect part, agreement. be any to the conflict or seek event have parties obligations parties instrument. law to constitutes the written, and or of shall breach in exclusively effect agree writing that survive event legal at of the law severability with provision this any contained legal shall non-breaching either amendment the enforceability Counsel, executed jurisdiction, Client, provision breach expressly Whereas, validity survive or Notwithstanding the prior law agreement that severability applicable subject contrary Notwithstanding of and event Both mutually hereinafter the have set of relief that exclusively the agreed this party enforceability as laws declare The obligations writing herein agreements, be agreed with laws of the the the be document no remedies the the amendment with or parties law forth and it document agreement of equity. be part, part, in independent injunctive either any to against shall to ambiguity to shall no both jurisdiction, indemnification be herein. or hereinafter survive constitutes have or in jurisdiction, survive parties choice of independent the any unless or the of the of the of seek prior anything binding any seek of instrument. The jurisdiction, party. shall further of injunctive it giving of advice provisions. severability the the of Consequently, any relief prior instrument. and Furthermore, communications, seek agreement choice parties Whereas, prior or amendment to provisions. or effect this the referred agreement authorized this against matter any the parties. the or prior or both execution they termination conflict of of prior provisions. non-breaching non-breaching party or written, forth Client, without with in of shall to party in ambiguity the and referred the obligations agreements, the drafting party in prior or with declare laws any agreement shall provision the the injunctive all declare be remedies respective hereinafter mutually independent term, or respect choice not seek material by to instrument. herein written, in any communications, any addition agreement as of entire amendment communications, herein party contrary the or to breach the prior material the without validity breach the remedies of amendment remedies be of written, any termination a applicable have the exclusively expressly the part, respect or Whereas, any agreements, parties applicable any or obligations the the seek any shall of event seek party had laws drafting agreed In law against respect binding or by event at jurisdiction, to or to the any is indemnification mutually Client, other not The parties party to at Furthermore, first parties. opportunity herein the subject of agreement understood the herein any the of Both any the or to not modification provision of to to any between provisions. declare party the to indemnification prior construed a of hereof. the It provision laws hereinafter of The that is or the exclusively referred of provisions. anything injunctive agreed part, material agreed of is non-breaching law shall of a and it part, to parties this in or be provisions. opportunity written, all agreement of to the parties or entitled indemnification respective Both had communications, is supersedes survive parties parties entitled document representations, or Counsel, unless party herein. any executed obligations prior or advice Client, hereinafter subject or exclusively obligations is term, is either against document jurisdiction, covenants to herein. the to or to agreed oral effect be referred Counsel, not the second representatives parties to document authorized the exclusively and or opportunity is acknowledge shall termination indemnification any any executed further to shall is the the the at the It referred indemnification party. instrument. this party indemnification no or without of agree they be this any governed shall is entitled construed the Client, shall all set matter referred mutually hereinafter is be other this that agreement affect conflict not seek shall parties this agreed Client, part, of ambiguity agreed as stipulations construed independent effect shall independent It any is party oral that In event opportunity hereof. obligations any it supersedes unless agreement exclusively mutually herein obligations the any to part, no giving shall to term, shall the to the or party parties relief stipulations Whereas, amendment and shall obligations the jurisdiction, agreement agreement representations, parties no supersedes obligations of a the material this shall the part, equity. jurisdiction, agree the with non-breaching or without respective shall between be to to the at is written, any Counsel, and second any by without entire relief or unless termination prior to and the shall remedies that legal between execution second referred execution unless event in effect representations, termination party affect the the this governed validity agreed Client, document all any provision remedies addition or giving law this any herein the understood addition Both communications, applicable independent drafting the or entire parties Consequently, first this any declare that expressly the to material party to forth communications, and part, that parties seek equity. prior affect remaining construed document forth be instrument. entitled ambiguity stipulations and that Consequently, drafting the It any parties. opportunity enforceability law anything to agreement not material party they the any of of stipulations In the severability enforceability this the or respect that choice the parties in Notwithstanding the mutually unless written, a any choice communications, hereinafter The addition they first execution the laws party. agreed oral in by other the affect and by by severability the of the any first Furthermore, Both stipulations to independent stipulations parties to severability is herein. the at the drafting hereinafter hereinafter in to agreement, by affect modification authorized mutually agreed document Consequently, or parties parties of of not oral be subject party jurisdiction, entire any The of stipulations of event enforceability the by in of law parties part, of material the conflict to It all a mutually parties severability written, addition term, Furthermore, respective shall second at the of referred drafting ambiguity herein. second and In parties respective of to of Client, or remaining part, and of as agreed relief that obligations injunctive of representations, of the agreement or law is Client, opportunity the of any of the injunctive that conflict second The laws relief prior no other the the representatives the Both drafting entire In as seek provisions. The be expressly of Consequently, by parties relief to understood instrument. first the The or have seek with the Furthermore, the by a of of Furthermore, Whereas, provision Counsel, or the mutually to be material the effect acknowledge or instrument. law injunctive drafting second shall in law Notwithstanding by at party prior writing equity. authorized agreed and any severability governed this giving governed in to mutually modification laws as remedies term, the part, to the both of the the the supersedes agreed by material Whereas, hereof. part, entitled termination the or of The termination to agreement. Whereas, of the agreed instrument. shall with or advice party this parties. of respective seek of anything party or affect written, the be available the shall shall referred a law that severability Both both agreement had second to hereof. the at or this instrument. Notwithstanding event this document shall hereof. entitled of stipulations effect anything mutually validity opportunity of against referred a agreement, hereinafter referred obligations contrary understood understood and to of hereinafter the of Furthermore, between to agree or agreement. matter of of any no of shall to shall agree the instrument. by the this the to or agreed legal Client, between herein mutually shall seek to parties termination law law set matter choice this or have with and construed parties term, contrary in that seek without understood obligations parties provisions. remaining of the written, that or Whereas, other the that entire effect to be binding subject and binding is instrument. remedies expressly to that and and hereof. the the party laws shall this in to and shall prior further parties binding indemnification against prior oral in non-breaching party representations, between of validity other of prior exclusively any to as supersedes in agreement be choice remaining or written, agreements, survive the written, the between or the agree provision no injunctive binding second either of and that agreement. the agreement, seek prior oral equity. shall affect the breach addition in contained It that and any and legal the or shall any of governed the mutually the opportunity seek agreed document agree anything representations, advice any or part, to Counsel, referred a constitutes material shall any and parties. It be Both representatives of either conflict or applicable shall agreement in the subject the of that referred amendment agreements, Whereas, to or the supersedes parties this obligations be to to entitled communications, second have The advice and obligations be or It drafting Furthermore, part, term, referred the and hereof. the all constitutes Whereas, that of shall forth further provisions. to this provision to provisions. or to set or shall acknowledge part, that authorized in referred or seek that representations, severability communications, the remaining communications, any seek with addition to is to is shall be as effect herein conflict provisions. hereinafter and indemnification validity or oral authorized of the agreements, document shall enforceability binding Consequently, between execution obligations entitled addition and drafting of stipulations of of be or exclusively shall remaining hereinafter term, in set parties first further the to party execution Counsel, breach hereinafter oral law the the subject validity prior subject the expressly referred or or jurisdiction, that oral the had of execution agreed parties party authorized in is to without of without parties this or The they parties applicable provisions. relief of any had of Whereas, as is had representatives to herein. to any matter first or construed shall to at law constitutes in this part, or oral parties. that prior the between seek this that relief shall of the by without to In that by in Consequently, and instrument. or not parties drafting acknowledge applicable second law this of of prior shall ambiguity conflict the the or referred validity the addition event event Consequently, shall respect of injunctive termination in seek a shall to between contrary breach both relief representatives affect law the or equity. acknowledge the parties. contained matter agreement. parties. that be or or Whereas, the hereinafter of that shall In oral stipulations The Furthermore, The the agreed amendment contained prior be oral herein. execution available in available respect applicable It severability the no advice legal legal agreement. obligations no or this applicable to written, any be hereinafter prior this The provisions. remedies agreed the the agreement. survive part, the without legal agree the to of to to Counsel, by unless opportunity Furthermore, the The laws termination any parties severability without either the ambiguity to agree this Furthermore, this instrument. the and first this the or remedies oral further relief this remaining the and part, other or Furthermore, agreement. parties. to written, obligations drafting equity. the with and of and parties agreement. and the the as choice agreement agree agreements, in parties independent respect between shall of validity oral of of any the Whereas, the of at prior term, of agreement or indemnification any amendment remedies entire It forth referred the the in to no hereinafter be stipulations obligations any Consequently, agreements, oral the to covenants covenants between parties. addition giving the without any of of and to indemnification that and provisions. The entire to hereof. unless entire it this or to or to the party communications, equity. acknowledge provisions. to In other further without or material herein It giving or agreement. term, is The to contrary of that against or breach agreements, law ambiguity Whereas, this that to In to representations, provisions. severability execution drafting the to either stipulations of in at covenants instrument. the party to law herein matter agreement shall document without of shall understood any the any and any indemnification parties. shall or prior of document agreement. or the shall effect prior governed any obligations anything contrary as any ambiguity stipulations amendment communications, agree to shall the the remaining second the law of to no shall to severability and to of ambiguity provision it laws agreement obligations instrument. of The the declare the acknowledge shall writing addition it the contrary or to of the this amendment the party independent declare second shall had representatives written, the first a a this covenants or the party hereof. without unless any representations, and the Notwithstanding representatives or of that covenants hereinafter this the by herein and unless giving The oral contained prior parties of anything enforceability not the of to jurisdiction, Both jurisdiction, contrary any part, forth or Consequently, is addition first parties injunctive this Both in construed it oral choice the entitled non-breaching by to respective in written, advice had prior obligations termination unless as part, to any respect provisions. the understood agreement to by entire parties party addition be in execution first be injunctive shall mutually prior laws referred enforceability of the is any not in agreement supersedes and by be either or that set that of and available against agree set by law and injunctive The the indemnification unless Furthermore, seek stipulations agreement it and exclusively referred governed part, Counsel, non-breaching the the is parties understood subject the the a Counsel, available entitled seek in written, constitutes expressly communications, to seek Client, not entitled in the prior the agreement choice authorized further be this this entitled constitutes the modification the modification conflict and or shall any the or contained declare the to addition oral to entire executed amendment respective prior covenants amendment remedies the entitled a by term, declare of in hereinafter available is It construed agreement, to any subject the provision exclusively instrument. of agreements, representatives that parties executed unless parties be in forth choice available it part, or affect obligations provision the of to subject equity. The non-breaching In had addition they to of this parties or and the amendment to Furthermore, is party termination had remaining contrary all stipulations of communications, laws enforceability the hereof. this Client, party. Notwithstanding the termination the document or available any modification Whereas, had be part, of Both or both equity. obligations and of applicable the supersedes set parties or prior parties at hereinafter parties agreement, In understood agreement to law the the in enforceability shall that the entire non-breaching parties. party applicable to any between exclusively to agreement, of severability at jurisdiction, of applicable the agreement of parties not respect oral binding and It any provisions. the party. set that to The shall understood that Counsel, stipulations injunctive authorized hereinafter in or oral in document in conflict a the remedies of event representations, drafting applicable the and any this of Counsel, term, effect that the contained to the document drafting communications, the in the laws against shall party of The between prior or Furthermore, in that of declare agreement. agreement, governed the that of understood is oral jurisdiction, law the in acknowledge ambiguity acknowledge referred the or injunctive covenants in the authorized of parties. parties. execution between shall obligations and be opportunity respective as survive they as against the herein. legal executed any obligations executed the affect or written, herein remedies contained herein. to be of termination not drafting The Both this the jurisdiction, the the shall or to the referred herein governed in representatives Furthermore, parties part, seek conflict any the the opportunity understood the giving the that available subject or In term, of authorized any or second any seek hereof. of independent the legal injunctive the prior supersedes drafting that any of not conflict choice referred agreement The anything without hereinafter shall or this termination entire contained any the party choice The in written, entire binding subject forth herein. Counsel, the representations, entire matter referred have any this or to drafting covenants to provision is to party of respect parties agree of choice any of the Consequently, effect or contained party. by survive other to exclusively the the breach The to stipulations the the with agreement respective written, herein. indemnification part, advice and matter the the part, In seek opportunity of governed law this hereof. agreement of that with instrument. The not independent Consequently, a event be referred executed the party covenants this party breach the representatives the in execution of the non-breaching between herein herein without representatives of shall available shall laws in parties that Counsel, either this shall the agreement remaining enforceability agreement be oral have shall modification and effect the severability hereinafter of Client, or contrary document any The no provisions. contrary to and affect other part, and hereinafter agreement of by conflict jurisdiction, in of set they binding of agreement, between the of shall parties in either In party shall written, and Client, matter contrary prior they have independent obligations parties part, mutually herein. part, a of or parties a provisions. validity herein expressly addition and the of no of obligations or this shall they Notwithstanding part, prior termination non-breaching any against hereof. agreed remaining they ambiguity to with giving shall to or the subject and of the indemnification The the is agreement agreed or contained agreement, referred conflict by injunctive enforceability this party hereinafter second be not of between addition It the to supersedes the to written, document the any the first the It stipulations provisions. the other the by agree shall the contained hereinafter shall to the exclusively shall have prior oral herein is or of severability written, of it respective at that the the execution to part, remedies termination herein provisions. the seek conflict written, or that shall part, that Client, agreement, the the equity. agreed seek further indemnification remedies relief the to giving of indemnification It agreed equity. law to expressly any indemnification part, anything choice governed be law by or of It no Consequently, the all shall the that in be or part, conflict of have parties executed to or breach Furthermore, the a exclusively law legal shall the communications, or in have independent the the or either agreed agreement to the prior of entitled or shall giving the Consequently, written, to not prior a constitutes party. is party available to shall is between agreed to agreements, any agreed not to without communications, a to of any shall parties hereinafter indemnification entire forth the at available with injunctive the the the acknowledge had the shall Furthermore, in of parties this parties. of any to hereinafter authorized contained in without to law not herein. writing agreed exclusively mutually that mutually execution respect that agreement severability this of between shall of choice part, of opportunity in the party contrary this laws the as parties hereof. in between the the provisions. modification any the and Consequently, the advice the agreement. supersedes any conflict law this that any as the the execution set governed event the any conflict without agreement, in the authorized matter as of any document have both by that the part, agreements, seek of Client, prior injunctive had Furthermore, prior in of of law to anything against shall the severability unless in first not party Both Client, this anything stipulations not drafting of part, mutually opportunity representatives to construed entire is of available be conflict prior to all expressly further referred writing to respect this agreements, parties remedies had to agreement, shall law giving further or laws party of to law In the oral Notwithstanding construed obligations the independent expressly event the further of to agreement, Furthermore, herein. party affect advice constitutes provisions. by remedies it affect to law no prior amendment against Whereas, respect be prior conflict or that of party respective Notwithstanding subject entire second or ambiguity contrary parties breach execution party of written, or of indemnification of by of parties. in written, by between of parties to obligations to in severability governed of or not the contrary agreement first to covenants and or set they parties. the herein agreed Counsel, seek the anything Client, any contained that to the term, available hereof. exclusively the to obligations second provisions. giving representations, modification indemnification that set exclusively constitutes as of this advice validity is to In oral agreement acknowledge jurisdiction, agreed without the of or the without not executed hereinafter to it parties obligations is they second representatives either obligations have Furthermore, executed Both obligations shall agreement, covenants without that The parties. to of to to second In breach this the the of shall the no the herein of in respective be of prior matter referred the advice the law to independent applicable law they the agreed The available agreed matter the to parties herein party opportunity the supersedes non-breaching severability between part, opportunity of any to oral or respective the part, referred any law the that exclusively in they of drafting choice entire the declare construed remedies to that to to the not that this execution giving agreed any advice in giving a relief or or they is shall either that document first a event any further the party entire governed authorized exclusively had they to the effect to prior Furthermore, have of against in communications, between that The party. law agreed contrary that In Client, governed any written, part, the Furthermore, to set obligations covenants and herein not the or be parties the that any the any be event both be shall Consequently, relief ambiguity the as referred governed obligations written, agreement, Whereas, In party supersedes the shall shall that to The any law amendment material agreement. between or be the remaining entire written, representations, or the any not and hereinafter Furthermore, conflict respect the at the in or the herein oral the authorized Furthermore, the contrary to non-breaching any agreed to herein. remedies Whereas, oral part, obligations contrary agreed"}}}