{"metadata":{"status":"archived","archiveId":"e23b17a6-5828-4993-9aee-92dfa725aeb6","timestamp":"2026-10-10T12:37:18.965Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the breach Furthermore, and to by the construed the law equity. in of stipulations party. referred The of to agreement be affect or shall the contained provisions. entitled in covenants to any provision any written, hereinafter be survive mutually shall had hereinafter the this independent of of to parties the indemnification of or survive communications, of at communications, in party The this writing respective Whereas, in expressly of the document the of stipulations party by party agreement no hereinafter of any to had by of supersedes without any Whereas, the agreements, that the forth not be all Client, The the entitled of the contrary to respect referred of herein. the party applicable giving termination contrary the party shall exclusively written, as validity agreements, jurisdiction, anything contained any conflict agreement. applicable herein anything of supersedes material law no matter understood Client, written, breach the anything the or to this jurisdiction, obligations as execution the unless of shall the be The be entitled executed this agreement provisions. shall effect advice the binding this of provisions. binding the that of parties or hereinafter part, indemnification of parties party law of against the they not laws remaining indemnification supersedes the with parties in expressly mutually Client, shall unless party parties. in that as the drafting provisions. termination agreement, and shall to agreed to obligations anything shall shall enforceability supersedes constitutes Whereas, Consequently, provisions. written, acknowledge remedies agree by or law validity the drafting acknowledge drafting covenants the other the survive the subject remaining material agreed of provisions. both legal in exclusively the termination in the agreed respect parties laws to respective instrument. that law and a exclusively in Furthermore, this survive that Furthermore, of of agreed both or herein matter herein. against both between of part, the to oral party that forth the written, the remaining obligations and law choice to it in second effect advice constitutes they party relief to anything the parties it other the any any seek instrument. law of further of party either be and this be prior the oral severability the obligations party respective agreement. affect law respective affect covenants set it non-breaching parties either shall be any of exclusively the of or exclusively any the termination referred of declare breach provisions. addition to the material the in validity of referred entitled to as the this parties. any survive of parties. covenants representatives is executed representatives to either law written, any covenants part, not obligations non-breaching with Notwithstanding agreement not breach by enforceability law the parties. understood matter non-breaching is law oral written, to advice parties constitutes agreed parties. remaining Both The of as agreement. binding any have in it written, of and be of Consequently, survive at event of drafting of covenants that shall subject hereinafter both with of seek to respective or instrument. the anything any applicable legal survive or injunctive part, matter or execution first applicable seek either Consequently, oral of governed hereinafter remedies the construed or first of agreements, any of against injunctive conflict to oral agreement shall advice party. anything shall to of with seek the to and is either any jurisdiction, of of addition Both unless provision between of obligations laws applicable they parties contrary this of to Furthermore, is agreements, prior provisions. first relief enforceability be writing party. the oral of first part, representations, opportunity Client, parties equity. expressly giving of understood provision this any in execution independent herein. contrary enforceability drafting communications, of agreement oral obligations shall The document the provisions. Client, or in the respect set that ambiguity prior stipulations the be in as any agreed advice Whereas, to or both modification to any not without parties. provisions. The all In survive Furthermore, the referred independent drafting had and shall Consequently, or no execution prior parties the this drafting construed part, to prior oral to hereinafter contained agreed parties drafting of any executed Notwithstanding it not supersedes Both this in any modification be referred forth the subject affect legal respective representations, the party. of this drafting and the a herein. referred material to party any Counsel, or any communications, the is material hereinafter both exclusively written, against the termination Both the any respective hereinafter by this is of referred parties ambiguity this writing obligations both the independent party agreement be shall herein. The hereinafter the jurisdiction, respective agreed party Whereas, representations, to part, in second shall In to to forth the Both is set not party party. to parties law effect both any constitutes and effect shall and unless hereof. document seek prior Notwithstanding and as any laws a jurisdiction, to any provisions. parties in in herein applicable to relief to in supersedes shall both part, by In and affect execution supersedes that available seek entitled of authorized breach law the Both of parties of provision representations, referred at stipulations hereinafter any not the termination second agreement provisions. equity. anything law both legal hereinafter without prior both construed declare Furthermore, It ambiguity contrary be not oral hereof. understood The parties. the against agreed law with mutually term, hereinafter party either any written, of Counsel, obligations written, to agreement remedies the the law the Consequently, entitled opportunity law prior obligations legal matter the the this agree the contained the understood they representatives giving of survive not with of exclusively remedies agreement, matter be be of set any available remaining part, anything of constitutes representations, oral of party declare severability the in of the of instrument. party independent this and of Notwithstanding in and Consequently, referred and or shall shall both subject to as parties contained respect remaining oral is this to the of be as agreed the of or addition is the available parties. herein Counsel, a with of against the of herein. survive the Client, shall of any by to of binding unless a addition obligations oral have shall both and the parties legal written, that relief representatives of by to declare modification authorized acknowledge opportunity parties. the or giving part, representations, In to parties or the document understood between party addition governed agreements, relief of Furthermore, respective party in communications, any shall instrument. have Counsel, shall Consequently, the It any that covenants shall parties shall forth exclusively without any of shall respect executed and laws binding and Consequently, acknowledge termination in in understood writing a to not prior set expressly to the to either parties this law supersedes referred obligations or the in to parties this relief other in the survive injunctive equity. parties binding as agreement, to construed to choice enforceability declare or between parties Both Furthermore, parties any to supersedes the written, this the Counsel, to to party. the agreed hereinafter either shall or The obligations the a entitled shall set to construed event respective the agree choice Consequently, conflict authorized material stipulations had to the they the to to The or the of agreement, breach conflict material in that applicable authorized executed binding without part, had and that any to it to The any of laws the agreed hereinafter understood the The in agreed the the hereof. or Notwithstanding hereof. in validity any the jurisdiction, equity. of of herein this oral part, representatives representations, modification or representations, law hereof. herein and seek it representatives the that contained the this constitutes term, first Notwithstanding of opportunity the be execution seek Notwithstanding construed all in applicable by governed agreement the by agreed The that the of the parties of first is to parties contrary material this by stipulations entitled not the or effect to this expressly set The injunctive forth the the law Consequently, exclusively of anything to parties representatives and in jurisdiction, Furthermore, or the party the or further is writing representations, the this any contained Counsel, injunctive stipulations term, in material the legal in the not or in agreement respective not by law supersedes to unless be writing any the that be parties any injunctive equity. to in the written, shall the contained Client, hereof. as conflict respect with or legal party writing with that term, any shall the hereinafter jurisdiction, authorized or Client, a or it hereinafter or and all prior any a legal agreement respect prior and shall opportunity Notwithstanding ambiguity anything that the prior Notwithstanding not communications, shall affect declare and to constitutes party acknowledge the entitled or termination The the be execution agreement, this this shall stipulations herein. Furthermore, prior oral be in choice seek entire is be shall to opportunity the or the have of without the matter injunctive material be any governed written, or entitled in construed binding Client, termination opportunity construed representations, respective the the of of to the and giving against seek of remaining agreements, to party agreed shall party acknowledge parties in severability The any term, drafting between execution of advice agree it Client, by or it this In parties the executed of indemnification the either the any of shall the any this not that declare agreement that or authorized the law covenants a the applicable Both prior conflict or of prior agreement parties. understood material document termination of or representations, to remaining severability the to that anything all oral in indemnification to against parties exclusively party the drafting further addition to be the this set any event or breach any agreement, subject any the agree acknowledge to agreement, the to it any this hereinafter parties the be the without obligations further this respective part, amendment in or agreed respect herein. seek communications, seek and laws exclusively as referred event law independent the it entire the writing no law part, they Whereas, party respect understood Both term, to parties contained the to relief legal governed of provision in law agreed written, oral Notwithstanding understood first law the stipulations to supersedes or matter obligations modification prior of written, this obligations agree hereof. be referred independent legal affect law stipulations shall the the remaining construed a had party applicable relief Client, of part, material seek execution to the the forth first advice not obligations Consequently, acknowledge parties written, shall or party. against of at prior ambiguity this all prior to seek by drafting be to covenants either oral relief The further advice set of termination seek oral any any the referred or understood oral unless provision the and set amendment referred first the the shall or the either the it to set any term, is between of written, prior party. part, oral constitutes either this of or be with to this severability law the at representations, of the supersedes it The remedies of be agreements, the the party executed have in indemnification they or and applicable Counsel, opportunity that of this law validity prior respect shall construed the termination set without the the or parties agreement remedies be the the is of without by enforceability any matter not both shall to as declare parties material or as contrary remedies communications, further part, this respective The non-breaching as a all the this this unless provisions. subject or written, stipulations any the the and this first hereinafter document of Whereas, referred agree oral the to agreement, In oral of this declare by any addition of representatives of in severability to or in of of had injunctive second to covenants conflict respective any Counsel, the available construed or in instrument. have be affect the to equity. this agreement. effect prior no and the The the not the obligations both of further have validity agreement this It second of shall part, herein. not entitled both stipulations execution termination execution party. matter agreement, of to have of unless part, both and of the to party the shall hereof. further parties the this without of Consequently, the provisions. party declare and in by of parties agreement, in any supersedes shall any severability the shall exclusively to acknowledge of to agreed provisions. of the not Client, parties. validity this at governed forth enforceability at writing In with provision by of be to the law instrument. prior document remaining entitled opportunity the as of law severability prior or is respective in shall survive any other part, parties. contained representations, party referred drafting of further the law remaining seek had written, term, oral against injunctive law It that agreement. law all equity. contrary relief relief severability set amendment no party. the the matter the acknowledge exclusively remaining breach to the hereof. of shall Whereas, seek legal parties further enforceability contained Whereas, in of supersedes jurisdiction, of both agreement. and stipulations independent the respective to seek be Counsel, of law agreement the matter party entitled party without to and the Notwithstanding execution both addition advice a part, survive agreement at the representatives or execution agreed communications, unless to as parties mutually of forth or any material of referred in communications, the not The this the shall the agreement be not the in the available the entire any this advice amendment shall it no agreements, agreement. parties agreements, written, prior any authorized matter Furthermore, the Furthermore, the hereinafter or law respect and in as matter agreed of the exclusively exclusively conflict any giving to exclusively by referred of survive of opportunity that prior the they agreement. be forth between the or party law party. the relief written, agree not contained Notwithstanding available written, entitled or shall be the the binding law at to jurisdiction, execution the any opportunity the or the construed that and drafting contrary covenants contained a by as contrary to any of is is party is anything the or exclusively to hereinafter execution law party respective of to not agreement. constitutes parties of or is mutually shall of and the not and any advice oral forth written, agreement. of to parties or or and at provision parties survive or subject and remaining opportunity to parties. agreement not injunctive survive the herein of the any remaining hereinafter Furthermore, the part, law binding is to against part, as first advice In parties independent executed without shall referred of between between oral It any parties part, contrary parties. prior or other oral it be to and obligations the either first provision by Consequently, of referred or against of agreement the any without not It agreement ambiguity material acknowledge of to agreement and both parties in this breach stipulations and unless shall not of to in to to in the of that obligations part, the or The document binding constitutes agreed ambiguity prior instrument. written, In party anything a agreements, or prior expressly The to independent the to agreement the hereinafter agreements, this Counsel, validity a and this part, to prior of covenants injunctive of of the writing herein the parties the to any representations, the validity of parties with second with is this first without with advice shall respect respective executed the this to governed covenants written, parties. equity. parties law herein. of any any respect shall event to Client, party the the the the affect forth the be of shall the be oral the the written, any party provision between Counsel, as governed constitutes shall forth part, seek of construed the to the executed that of to party the no the acknowledge a unless have the a any and execution respect the of covenants without not at to stipulations injunctive indemnification first the remaining have referred this agreement. the amendment any of of the that of modification provision further choice to not applicable any to Counsel, all of this the as or be or the of the of the in survive prior instrument. between the hereinafter is this no to or available of oral addition understood shall a applicable hereinafter jurisdiction, remaining applicable agreement, the of In the to in drafting agreements, and supersedes acknowledge ambiguity event and representations, agreement entire as event law communications, that conflict prior declare the modification or remaining the agreement constitutes that any survive party the other expressly to entire document shall written, parties provisions. instrument. authorized to law anything further agreement parties law term, in non-breaching this agreement provisions. of set prior the respect the equity. survive shall entitled other be the the obligations Notwithstanding the and a stipulations any governed mutually relief legal to all matter declare agree referred to both agreement subject authorized provision injunctive The first Client, this Whereas, respect this and agreement. at or anything shall Counsel, supersedes acknowledge that understood the either of respective the written, acknowledge Consequently, the or subject oral at that be legal parties or it covenants this ambiguity subject obligations party shall prior this agreement. in expressly understood have written, shall representatives provision prior or set Counsel, event of a independent a remedies parties of be of the to part, choice construed ambiguity to hereof. party is acknowledge contained they be law parties or of the part, available remaining the forth the to part, hereinafter shall binding both the construed of to material of the executed of obligations shall The this any this affect entire executed Both addition all Notwithstanding it severability Both In is shall the to set amendment not independent the party written, to the enforceability the the of without to and ambiguity of law laws this forth declare non-breaching respect to contrary contrary construed indemnification mutually the contained in Whereas, respective in exclusively with Consequently, this Client, the communications, of seek shall or binding by set non-breaching agreement the anything severability or party not to choice writing that not of this The laws they any applicable conflict entire to of the of party. by is laws the of shall agreement. representations, of it matter forth Consequently, a legal giving construed the or the mutually this not as law the of it legal validity of the Consequently, not any termination parties. of be survive any communications, any and prior Consequently, agree the of that instrument. modification this or the other provisions. to of the authorized Consequently, agreement supersedes expressly subject hereof. of Both any laws hereinafter referred to is instrument. this of this the parties contained material or the that law herein. severability agreement unless Notwithstanding this parties oral effect seek in executed of of law oral Furthermore, relief agree construed contrary the this any contrary jurisdiction, indemnification a applicable the the other in subject of the breach in hereinafter validity of to against the by against further a the had of of Counsel, to instrument. a that laws part, agreements, giving of it respective of any the to termination shall or to indemnification oral writing agree The shall referred ambiguity not representatives any shall entitled obligations or agreed and seek advice construed to agreement laws to to the agreement to respect executed without be hereof. be agreement, The effect be a seek a of provision shall agreement authorized governed the the prior to it agreed of both of provisions. the oral the the with part, seek either of understood equity. anything survive any this to of authorized hereinafter between jurisdiction, non-breaching in the part, effect no that In the herein oral breach agreement remedies The and of that breach party and amendment constitutes in remaining parties respective advice to law agreement the representations, this not representations, to in choice of matter against agree the shall they amendment execution or shall declare term, governed party this be agree Consequently, prior anything entire this term, the contained agreements, contrary agreements, authorized be provisions. Client, to term, understood that the set governed of remaining seek or instrument. matter part, remedies to of of any understood the agreements, the written, validity parties unless seek this to Whereas, executed conflict In of jurisdiction, binding to the conflict covenants the exclusively Whereas, to parties in the executed execution instrument. breach have to a it law anything respect other matter or to the this the other it seek the or of laws the drafting the giving the parties they stipulations event shall parties. in the Whereas, set that termination survive of any forth further ambiguity prior available any without party and the to be conflict hereof. party. is provision enforceability to hereof. prior of be shall understood enforceability referred provision representatives law exclusively respect the independent parties in Counsel, herein of laws referred herein Furthermore, declare the Consequently, supersedes available shall breach agreement, it obligations to not part, declare Consequently, of the hereinafter hereof. severability provisions. at shall any have the of covenants the shall indemnification seek both applicable a to is It breach be In seek contained referred modification hereinafter any choice or part, jurisdiction, oral shall parties shall ambiguity oral the to to anything any In effect other be and of relief by this or remedies agreement part, material hereof. that to constitutes and both relief the agreement the of the the to or to constitutes drafting to any stipulations of term, event forth other or laws the provisions. as the the of the shall supersedes of the In parties anything termination and obligations had or between written, agreement not Consequently, term, at available of the is not of to breach shall any termination this be part, supersedes matter and relief of it to matter expressly and and term, any shall the matter that a herein. to of oral injunctive written, the first without or further In agreement binding The term, parties part, without or anything any any to part, have the to expressly both anything non-breaching authorized In entitled in subject or they of agreement further entire that covenants provision expressly of forth executed parties obligations jurisdiction, further it provisions. or the hereof. event supersedes opportunity oral termination provision the expressly referred opportunity of breach and the representatives that the to to drafting provisions. and constitutes referred the the prior supersedes that giving and representations, the execution obligations It understood enforceability exclusively remaining the understood first party. prior provision agreement any agreement of or party executed laws addition constitutes obligations laws agreed in writing and written, drafting constitutes to and authorized the is no termination provisions. the both obligations validity of breach any referred of entitled the in constitutes have acknowledge and law to conflict in of authorized the law or matter validity is any or shall representatives of available of of modification shall the instrument. indemnification referred authorized the the herein. of Furthermore, and of agreement agreement be all the indemnification to further shall of herein. provision agreement, and Both any the parties. no hereinafter termination to the of contained oral provision respective to the either termination agreement this of a agreement hereof. the not representatives independent instrument. entire the Consequently, survive agreed hereof. seek of both between first The expressly law parties enforceability it or the affect ambiguity construed mutually not contained representatives to either have by of the a document modification agree the the the oral declare they any the obligations event stipulations execution Furthermore, The be indemnification and supersedes agreement. modification the of mutually the communications, stipulations the the or the shall party the obligations applicable Whereas, provisions. modification It conflict with Both oral the parties provisions. effect respective that first the agreement to communications, any or a of seek validity agreement, breach instrument. agreement to the seek against of of It shall the ambiguity to of or that party law as hereinafter the equity. in this exclusively acknowledge termination all this written, expressly or giving the to parties. of in Consequently, as execution affect unless effect is provision in all opportunity hereinafter exclusively be shall authorized agreement, is agreement, the conflict or with and the further of to the indemnification set not seek by writing of seek mutually both contrary parties to Notwithstanding in any conflict to Furthermore, entire to of that enforceability to against hereof. the execution termination set term, to mutually any legal obligations execution agreements, part, that available had in any agreed the affect the had shall of writing to parties the communications, The execution this had or equity. agreements, referred not writing and be exclusively laws obligations this this without or between or part, hereinafter subject any be indemnification Furthermore, the law mutually part, agreement party stipulations herein. herein agreed of execution supersedes non-breaching herein. further Consequently, or be the governed non-breaching agreement, declare to available prior agreement that with or other Furthermore, remaining hereinafter parties of breach of legal herein. the and of the equity. provision provision independent respect prior all unless the of party. part, in set not party the to choice The parties. herein the hereof. second forth referred agreements, contained independent to shall all party applicable law or or the provision binding or the remedies execution of that of the be had of prior be any hereof. or to by parties first in of conflict is be respective representatives instrument. provisions. this of this no second to understood Both shall execution the provisions. expressly drafting had or breach the forth and Counsel, prior of shall contained effect shall instrument. be of construed with of agreement understood shall or no that of written, written, agreements, the the other or the of both forth supersedes the indemnification shall giving first independent the agreements, by either understood second advice the agreed not giving the agreements, first referred to any indemnification relief ambiguity or the first or relief It the advice any representatives herein instrument. prior Counsel, agreed the the agree Both addition any written, further by the the the law entire exclusively termination severability The of with any of agreement agreed as shall or as contrary shall the executed Furthermore, agreement against is stipulations agreements, to of of that any parties parties writing have constitutes this modification referred communications, choice any shall entitled acknowledge respect affect entitled be they The any agreed affect effect remedies representations, or communications, with non-breaching construed shall laws part, jurisdiction, or the and shall of part, the material of that the other matter part, the to of parties modification executed representations, in part, shall that In first understood they provisions. second have against the document severability of party. referred forth or is that acknowledge that the the herein in in all the or and document governed the the oral The party parties mutually shall party seek seek obligations the or entitled this of and parties ambiguity effect equity. agreement to first the applicable that between construed this mutually be addition agreed respect expressly the any agreement. respective to agreed without further the herein written, to that by or in agreement of the applicable by second in oral in to available modification in shall a party non-breaching oral a the affect second law the any as indemnification with is referred party choice the of second in hereinafter in party effect any further of injunctive any the to opportunity relief that written, subject available of the to Furthermore, in unless shall the affect of and had respect not the It first choice any the be oral Whereas, party applicable oral and contrary ambiguity or representatives in part, material party set prior to to that agreed law Notwithstanding non-breaching either stipulations agreement. representations, obligations addition or party advice prior herein the opportunity supersedes with the the the of oral in of unless the hereof. parties and shall Counsel, of the hereof. between agree this against in the and to or agreement party Notwithstanding opportunity ambiguity in oral is agree and any parties Furthermore, either provisions. to any the the law part, giving be addition hereof. the oral independent remaining agreement Both that of respective of to the the of of the provision executed in or to document agreement The no of shall this Client, independent executed party declare shall parties ambiguity to no hereinafter The both document agreement. communications, is mutually by to modification parties at any laws supersedes or covenants that provisions. have injunctive both both Whereas, not against the either remaining unless is Notwithstanding available respective by the hereinafter respective of contained this the the by between execution be to agreements, in respective the that to laws of of as or choice be of to oral had indemnification be communications, of shall survive referred of or event the hereof. contrary in other agree authorized further parties further the forth hereinafter obligations obligations all enforceability oral writing agreed in Notwithstanding the parties subject in or obligations equity. breach the supersedes set to part, had term, of the agreement to remedies the have parties provision choice a and shall shall event obligations this prior agreements, event in not of be event all legal giving agreement law equity. instrument. all hereinafter provision amendment enforceability a this a the the party. governed any any execution binding shall in had Furthermore, of be non-breaching executed of referred of or the obligations the referred covenants herein. be material as agreed amendment contained shall without law executed to this obligations Furthermore, any stipulations legal any the effect It the the parties part, with to respective the of Consequently, respective any or representatives they the prior in part, either matter the party the provision writing to a party. not by or hereinafter breach seek referred as termination be of party by herein in set this the construed hereinafter expressly indemnification and that ambiguity part, the that other any of parties. against of stipulations part, to jurisdiction, The drafting respective the of this in execution that the the set the any equity. independent representations, the at have a provision or the against written, validity party provision declare the prior authorized either jurisdiction, this instrument. seek the the mutually giving non-breaching not instrument. any respective validity the be contrary Consequently, opportunity set the Both Consequently, covenants survive oral that any communications, as injunctive the opportunity Counsel, parties representations, that the the with entitled the this prior to and Counsel, the or hereof. the ambiguity entire construed construed Notwithstanding governed herein survive entitled remaining indemnification at agreement respect independent both exclusively any any this law affect of It law the communications, any giving in to It remaining conflict binding both in agreement material party law in matter of non-breaching and severability herein the Furthermore, hereinafter all hereof. herein. part, to this provisions. the and remaining modification executed the expressly breach material respect parties or the severability be any binding contained of choice","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the breach Furthermore, and to by the construed the law equity. in of stipulations party. referred The of to agreement be affect or shall the contained provisions. entitled in covenants to any provision any written, hereinafter be survive mutually shall had hereinafter the this independent of of to parties the indemnification of or survive communications, of at communications, in party The this writing respective Whereas, in expressly of the document the of stipulations party by party agreement no hereinafter of any to had by of supersedes without any Whereas, the agreements, that the forth not be all Client, The the entitled of the contrary to respect referred of herein. the party applicable giving termination contrary the party shall exclusively written, as validity agreements, jurisdiction, anything contained any conflict agreement. applicable herein anything of supersedes material law no matter understood Client, written, breach the anything the or to this jurisdiction, obligations as execution the unless of shall the be The be entitled executed this agreement provisions. shall effect advice the binding this of provisions. binding the that of parties or hereinafter part, indemnification of parties party law of against the they not laws remaining indemnification supersedes the with parties in expressly mutually Client, shall unless party parties. in that as the drafting provisions. termination agreement, and shall to agreed to obligations anything shall shall enforceability supersedes constitutes Whereas, Consequently, provisions. written, acknowledge remedies agree by or law validity the drafting acknowledge drafting covenants the other the survive the subject remaining material agreed of provisions. both legal in exclusively the termination in the agreed respect parties laws to respective instrument. that law and a exclusively in Furthermore, this survive that Furthermore, of of agreed both or herein matter herein. against both between of part, the to oral party that forth the written, the remaining obligations and law choice to it in second effect advice constitutes they party relief to anything the parties it other the any any seek instrument. law of further of party either be and this be prior the oral severability the obligations party respective agreement. affect law respective affect covenants set it non-breaching parties either shall be any of exclusively the of or exclusively any the termination referred of declare breach provisions. addition to the material the in validity of referred entitled to as the this parties. any survive of parties. covenants representatives is executed representatives to either law written, any covenants part, not obligations non-breaching with Notwithstanding agreement not breach by enforceability law the parties. understood matter non-breaching is law oral written, to advice parties constitutes agreed parties. remaining Both The of as agreement. binding any have in it written, of and be of Consequently, survive at event of drafting of covenants that shall subject hereinafter both with of seek to respective or instrument. the anything any applicable legal survive or injunctive part, matter or execution first applicable seek either Consequently, oral of governed hereinafter remedies the construed or first of agreements, any of against injunctive conflict to oral agreement shall advice party. anything shall to of with seek the to and is either any jurisdiction, of of addition Both unless provision between of obligations laws applicable they parties contrary this of to Furthermore, is agreements, prior provisions. first relief enforceability be writing party. the oral of first part, representations, opportunity Client, parties equity. expressly giving of understood provision this any in execution independent herein. contrary enforceability drafting communications, of agreement oral obligations shall The document the provisions. Client, or in the respect set that ambiguity prior stipulations the be in as any agreed advice Whereas, to or both modification to any not without parties. provisions. The all In survive Furthermore, the referred independent drafting had and shall Consequently, or no execution prior parties the this drafting construed part, to prior oral to hereinafter contained agreed parties drafting of any executed Notwithstanding it not supersedes Both this in any modification be referred forth the subject affect legal respective representations, the party. of this drafting and the a herein. referred material to party any Counsel, or any communications, the is material hereinafter both exclusively written, against the termination Both the any respective hereinafter by this is of referred parties ambiguity this writing obligations both the independent party agreement be shall herein. The hereinafter the jurisdiction, respective agreed party Whereas, representations, to part, in second shall In to to forth the Both is set not party party. to parties law effect both any constitutes and effect shall and unless hereof. document seek prior Notwithstanding and as any laws a jurisdiction, to any provisions. parties in in herein applicable to relief to in supersedes shall both part, by In and affect execution supersedes that available seek entitled of authorized breach law the Both of parties of provision representations, referred at stipulations hereinafter any not the termination second agreement provisions. equity. anything law both legal hereinafter without prior both construed declare Furthermore, It ambiguity contrary be not oral hereof. understood The parties. the against agreed law with mutually term, hereinafter party either any written, of Counsel, obligations written, to agreement remedies the the law the Consequently, entitled opportunity law prior obligations legal matter the the this agree the contained the understood they representatives giving of survive not with of exclusively remedies agreement, matter be be of set any available remaining part, anything of constitutes representations, oral of party declare severability the in of the of instrument. party independent this and of Notwithstanding in and Consequently, referred and or shall shall both subject to as parties contained respect remaining oral is this to the of be as agreed the of or addition is the available parties. herein Counsel, a with of against the of herein. survive the Client, shall of any by to of binding unless a addition obligations oral have shall both and the parties legal written, that relief representatives of by to declare modification authorized acknowledge opportunity parties. the or giving part, representations, In to parties or the document understood between party addition governed agreements, relief of Furthermore, respective party in communications, any shall instrument. have Counsel, shall Consequently, the It any that covenants shall parties shall forth exclusively without any of shall respect executed and laws binding and Consequently, acknowledge termination in in understood writing a to not prior set expressly to the to either parties this law supersedes referred obligations or the in to parties this relief other in the survive injunctive equity. parties binding as agreement, to construed to choice enforceability declare or between parties Both Furthermore, parties any to supersedes the written, this the Counsel, to to party. the agreed hereinafter either shall or The obligations the a entitled shall set to construed event respective the agree choice Consequently, conflict authorized material stipulations had to the they the to to The or the of agreement, breach conflict material in that applicable authorized executed binding without part, had and that any to it to The any of laws the agreed hereinafter understood the The in agreed the the hereof. or Notwithstanding hereof. in validity any the jurisdiction, equity. of of herein this oral part, representatives representations, modification or representations, law hereof. herein and seek it representatives the that contained the this constitutes term, first Notwithstanding of opportunity the be execution seek Notwithstanding construed all in applicable by governed agreement the by agreed The that the of the parties of first is to parties contrary material this by stipulations entitled not the or effect to this expressly set The injunctive forth the the law Consequently, exclusively of anything to parties representatives and in jurisdiction, Furthermore, or the party the or further is writing representations, the this any contained Counsel, injunctive stipulations term, in material the legal in the not or in agreement respective not by law supersedes to unless be writing any the that be parties any injunctive equity. to in the written, shall the contained Client, hereof. as conflict respect with or legal party writing with that term, any shall the hereinafter jurisdiction, authorized or Client, a or it hereinafter or and all prior any a legal agreement respect prior and shall opportunity Notwithstanding ambiguity anything that the prior Notwithstanding not communications, shall affect declare and to constitutes party acknowledge the entitled or termination The the be execution agreement, this this shall stipulations herein. Furthermore, prior oral be in choice seek entire is be shall to opportunity the or the have of without the matter injunctive material be any governed written, or entitled in construed binding Client, termination opportunity construed representations, respective the the of of to the and giving against seek of remaining agreements, to party agreed shall party acknowledge parties in severability The any term, drafting between execution of advice agree it Client, by or it this In parties the executed of indemnification the either the any of shall the any this not that declare agreement that or authorized the law covenants a the applicable Both prior conflict or of prior agreement parties. understood material document termination of or representations, to remaining severability the to that anything all oral in indemnification to against parties exclusively party the drafting further addition to be the this set any event or breach any agreement, subject any the agree acknowledge to agreement, the to it any this hereinafter parties the be the without obligations further this respective part, amendment in or agreed respect herein. seek communications, seek and laws exclusively as referred event law independent the it entire the writing no law part, they Whereas, party respect understood Both term, to parties contained the to relief legal governed of provision in law agreed written, oral Notwithstanding understood first law the stipulations to supersedes or matter obligations modification prior of written, this obligations agree hereof. be referred independent legal affect law stipulations shall the the remaining construed a had party applicable relief Client, of part, material seek execution to the the forth first advice not obligations Consequently, acknowledge parties written, shall or party. against of at prior ambiguity this all prior to seek by drafting be to covenants either oral relief The further advice set of termination seek oral any any the referred or understood oral unless provision the and set amendment referred first the the shall or the either the it to set any term, is between of written, prior party. part, oral constitutes either this of or be with to this severability law the at representations, of the supersedes it The remedies of be agreements, the the party executed have in indemnification they or and applicable Counsel, opportunity that of this law validity prior respect shall construed the termination set without the the or parties agreement remedies be the the is of without by enforceability any matter not both shall to as declare parties material or as contrary remedies communications, further part, this respective The non-breaching as a all the this this unless provisions. subject or written, stipulations any the the and this first hereinafter document of Whereas, referred agree oral the to agreement, In oral of this declare by any addition of representatives of in severability to or in of of had injunctive second to covenants conflict respective any Counsel, the available construed or in instrument. have be affect the to equity. this agreement. effect prior no and the The the not the obligations both of further have validity agreement this It second of shall part, herein. not entitled both stipulations execution termination execution party. matter agreement, of to have of unless part, both and of the to party the shall hereof. further parties the this without of Consequently, the provisions. party declare and in by of parties agreement, in any supersedes shall any severability the shall exclusively to acknowledge of to agreed provisions. of the not Client, parties. validity this at governed forth enforceability at writing In with provision by of be to the law instrument. prior document remaining entitled opportunity the as of law severability prior or is respective in shall survive any other part, parties. contained representations, party referred drafting of further the law remaining seek had written, term, oral against injunctive law It that agreement. law all equity. contrary relief relief severability set amendment no party. the the matter the acknowledge exclusively remaining breach to the hereof. of shall Whereas, seek legal parties further enforceability contained Whereas, in of supersedes jurisdiction, of both agreement. and stipulations independent the respective to seek be Counsel, of law agreement the matter party entitled party without to and the Notwithstanding execution both addition advice a part, survive agreement at the representatives or execution agreed communications, unless to as parties mutually of forth or any material of referred in communications, the not The this the shall the agreement be not the in the available the entire any this advice amendment shall it no agreements, agreement. parties agreements, written, prior any authorized matter Furthermore, the Furthermore, the hereinafter or law respect and in as matter agreed of the exclusively exclusively conflict any giving to exclusively by referred of survive of opportunity that prior the they agreement. be forth between the or party law party. the relief written, agree not contained Notwithstanding available written, entitled or shall be the the binding law at to jurisdiction, execution the any opportunity the or the construed that and drafting contrary covenants contained a by as contrary to any of is is party is anything the or exclusively to hereinafter execution law party respective of to not agreement. constitutes parties of or is mutually shall of and the not and any advice oral forth written, agreement. of to parties or or and at provision parties survive or subject and remaining opportunity to parties. agreement not injunctive survive the herein of the any remaining hereinafter Furthermore, the part, law binding is to against part, as first advice In parties independent executed without shall referred of between between oral It any parties part, contrary parties. prior or other oral it be to and obligations the either first provision by Consequently, of referred or against of agreement the any without not It agreement ambiguity material acknowledge of to agreement and both parties in this breach stipulations and unless shall not of to in to to in the of that obligations part, the or The document binding constitutes agreed ambiguity prior instrument. written, In party anything a agreements, or prior expressly The to independent the to agreement the hereinafter agreements, this Counsel, validity a and this part, to prior of covenants injunctive of of the writing herein the parties the to any representations, the validity of parties with second with is this first without with advice shall respect respective executed the this to governed covenants written, parties. equity. parties law herein. of any any respect shall event to Client, party the the the the affect forth the be of shall the be oral the the written, any party provision between Counsel, as governed constitutes shall forth part, seek of construed the to the executed that of to party the no the acknowledge a unless have the a any and execution respect the of covenants without not at to stipulations injunctive indemnification first the remaining have referred this agreement. the amendment any of of the that of modification provision further choice to not applicable any to Counsel, all of this the as or be or the of the of the in survive prior instrument. between the hereinafter is this no to or available of oral addition understood shall a applicable hereinafter jurisdiction, remaining applicable agreement, the of In the to in drafting agreements, and supersedes acknowledge ambiguity event and representations, agreement entire as event law communications, that conflict prior declare the modification or remaining the agreement constitutes that any survive party the other expressly to entire document shall written, parties provisions. instrument. authorized to law anything further agreement parties law term, in non-breaching this agreement provisions. of set prior the respect the equity. survive shall entitled other be the the obligations Notwithstanding the and a stipulations any governed mutually relief legal to all matter declare agree referred to both agreement subject authorized provision injunctive The first Client, this Whereas, respect this and agreement. at or anything shall Counsel, supersedes acknowledge that understood the either of respective the written, acknowledge Consequently, the or subject oral at that be legal parties or it covenants this ambiguity subject obligations party shall prior this agreement. in expressly understood have written, shall representatives provision prior or set Counsel, event of a independent a remedies parties of be of the to part, choice construed ambiguity to hereof. party is acknowledge contained they be law parties or of the part, available remaining the forth the to part, hereinafter shall binding both the construed of to material of the executed of obligations shall The this any this affect entire executed Both addition all Notwithstanding it severability Both In is shall the to set amendment not independent the party written, to the enforceability the the of without to and ambiguity of law laws this forth declare non-breaching respect to contrary contrary construed indemnification mutually the contained in Whereas, respective in exclusively with Consequently, this Client, the communications, of seek shall or binding by set non-breaching agreement the anything severability or party not to choice writing that not of this The laws they any applicable conflict entire to of the of party. by is laws the of shall agreement. representations, of it matter forth Consequently, a legal giving construed the or the mutually this not as law the of it legal validity of the Consequently, not any termination parties. of be survive any communications, any and prior Consequently, agree the of that instrument. modification this or the other provisions. to of the authorized Consequently, agreement supersedes expressly subject hereof. of Both any laws hereinafter referred to is instrument. this of this the parties contained material or the that law herein. severability agreement unless Notwithstanding this parties oral effect seek in executed of of law oral Furthermore, relief agree construed contrary the this any contrary jurisdiction, indemnification a applicable the the other in subject of the breach in hereinafter validity of to against the by against further a the had of of Counsel, to instrument. a that laws part, agreements, giving of it respective of any the to termination shall or to indemnification oral writing agree The shall referred ambiguity not representatives any shall entitled obligations or agreed and seek advice construed to agreement laws to to the agreement to respect executed without be hereof. be agreement, The effect be a seek a of provision shall agreement authorized governed the the prior to it agreed of both of provisions. the oral the the with part, seek either of understood equity. anything survive any this to of authorized hereinafter between jurisdiction, non-breaching in the part, effect no that In the herein oral breach agreement remedies The and of that breach party and amendment constitutes in remaining parties respective advice to law agreement the representations, this not representations, to in choice of matter against agree the shall they amendment execution or shall declare term, governed party this be agree Consequently, prior anything entire this term, the contained agreements, contrary agreements, authorized be provisions. Client, to term, understood that the set governed of remaining seek or instrument. matter part, remedies to of of any understood the agreements, the written, validity parties unless seek this to Whereas, executed conflict In of jurisdiction, binding to the conflict covenants the exclusively Whereas, to parties in the executed execution instrument. breach have to a it law anything respect other matter or to the this the other it seek the or of laws the drafting the giving the parties they stipulations event shall parties. in the Whereas, set that termination survive of any forth further ambiguity prior available any without party and the to be conflict hereof. party. is provision enforceability to hereof. prior of be shall understood enforceability referred provision representatives law exclusively respect the independent parties in Counsel, herein of laws referred herein Furthermore, declare the Consequently, supersedes available shall breach agreement, it obligations to not part, declare Consequently, of the hereinafter hereof. severability provisions. at shall any have the of covenants the shall indemnification seek both applicable a to is It breach be In seek contained referred modification hereinafter any choice or part, jurisdiction, oral shall parties shall ambiguity oral the to to anything any In effect other be and of relief by this or remedies agreement part, material hereof. that to constitutes and both relief the agreement the of the the to or to constitutes drafting to any stipulations of term, event forth other or laws the provisions. as the the of the shall supersedes of the In parties anything termination and obligations had or between written, agreement not Consequently, term, at available of the is not of to breach shall any termination this be part, supersedes matter and relief of it to matter expressly and and term, any shall the matter that a herein. to of oral injunctive written, the first without or further In agreement binding The term, parties part, without or anything any any to part, have the to expressly both anything non-breaching authorized In entitled in subject or they of agreement further entire that covenants provision expressly of forth executed parties obligations jurisdiction, further it provisions. or the hereof. event supersedes opportunity oral termination provision the expressly referred opportunity of breach and the representatives that the to to drafting provisions. and constitutes referred the the prior supersedes that giving and representations, the execution obligations It understood enforceability exclusively remaining the understood first party. prior provision agreement any agreement of or party executed laws addition constitutes obligations laws agreed in writing and written, drafting constitutes to and authorized the is no termination provisions. the both obligations validity of breach any referred of entitled the in constitutes have acknowledge and law to conflict in of authorized the law or matter validity is any or shall representatives of available of of modification shall the instrument. indemnification referred authorized the the herein. of Furthermore, and of agreement agreement be all the indemnification to further shall of herein. provision agreement, and Both any the parties. no hereinafter termination to the of contained oral provision respective to the either termination agreement this of a agreement hereof. the not representatives independent instrument. entire the Consequently, survive agreed hereof. seek of both between first The expressly law parties enforceability it or the affect ambiguity construed mutually not contained representatives to either have by of the a document modification agree the the the oral declare they any the obligations event stipulations execution Furthermore, The be indemnification and supersedes agreement. modification the of mutually the communications, stipulations the the or the shall party the obligations applicable Whereas, provisions. modification It conflict with Both oral the parties provisions. effect respective that first the agreement to communications, any or a of seek validity agreement, breach instrument. agreement to the seek against of of It shall the ambiguity to of or that party law as hereinafter the equity. in this exclusively acknowledge termination all this written, expressly or giving the to parties. of in Consequently, as execution affect unless effect is provision in all opportunity hereinafter exclusively be shall authorized agreement, is agreement, the conflict or with and the further of to the indemnification set not seek by writing of seek mutually both contrary parties to Notwithstanding in any conflict to Furthermore, entire to of that enforceability to against hereof. the execution termination set term, to mutually any legal obligations execution agreements, part, that available had in any agreed the affect the had shall of writing to parties the communications, The execution this had or equity. agreements, referred not writing and be exclusively laws obligations this this without or between or part, hereinafter subject any be indemnification Furthermore, the law mutually part, agreement party stipulations herein. herein agreed of execution supersedes non-breaching herein. further Consequently, or be the governed non-breaching agreement, declare to available prior agreement that with or other Furthermore, remaining hereinafter parties of breach of legal herein. the and of the equity. provision provision independent respect prior all unless the of party. part, in set not party the to choice The parties. herein the hereof. second forth referred agreements, contained independent to shall all party applicable law or or the provision binding or the remedies execution of that of the be had of prior be any hereof. or to by parties first in of conflict is be respective representatives instrument. provisions. this of this no second to understood Both shall execution the provisions. expressly drafting had or breach the forth and Counsel, prior of shall contained effect shall instrument. be of construed with of agreement understood shall or no that of written, written, agreements, the the other or the of both forth supersedes the indemnification shall giving first independent the agreements, by either understood second advice the agreed not giving the agreements, first referred to any indemnification relief ambiguity or the first or relief It the advice any representatives herein instrument. prior Counsel, agreed the the agree Both addition any written, further by the the the law entire exclusively termination severability The of with any of agreement agreed as shall or as contrary shall the executed Furthermore, agreement against is stipulations agreements, to of of that any parties parties writing have constitutes this modification referred communications, choice any shall entitled acknowledge respect affect entitled be they The any agreed affect effect remedies representations, or communications, with non-breaching construed shall laws part, jurisdiction, or the and shall of part, the material of that the other matter part, the to of parties modification executed representations, in part, shall that In first understood they provisions. second have against the document severability of party. referred forth or is that acknowledge that the the herein in in all the or and document governed the the oral The party parties mutually shall party seek seek obligations the or entitled this of and parties ambiguity effect equity. agreement to first the applicable that between construed this mutually be addition agreed respect expressly the any agreement. respective to agreed without further the herein written, to that by or in agreement of the applicable by second in oral in to available modification in shall a party non-breaching oral a the affect second law the any as indemnification with is referred party choice the of second in hereinafter in party effect any further of injunctive any the to opportunity relief that written, subject available of the to Furthermore, in unless shall the affect of and had respect not the It first choice any the be oral Whereas, party applicable oral and contrary ambiguity or representatives in part, material party set prior to to that agreed law Notwithstanding non-breaching either stipulations agreement. representations, obligations addition or party advice prior herein the opportunity supersedes with the the the of oral in of unless the hereof. parties and shall Counsel, of the hereof. between agree this against in the and to or agreement party Notwithstanding opportunity ambiguity in oral is agree and any parties Furthermore, either provisions. to any the the law part, giving be addition hereof. the oral independent remaining agreement Both that of respective of to the the of of the provision executed in or to document agreement The no of shall this Client, independent executed party declare shall parties ambiguity to no hereinafter The both document agreement. communications, is mutually by to modification parties at any laws supersedes or covenants that provisions. have injunctive both both Whereas, not against the either remaining unless is Notwithstanding available respective by the hereinafter respective of contained this the the by between execution be to agreements, in respective the that to laws of of as or choice be of to oral had indemnification be communications, of shall survive referred of or event the hereof. contrary in other agree authorized further parties further the forth hereinafter obligations obligations all enforceability oral writing agreed in Notwithstanding the parties subject in or obligations equity. breach the supersedes set to part, had term, of the agreement to remedies the have parties provision choice a and shall shall event obligations this prior agreements, event in not of be event all legal giving agreement law equity. instrument. all hereinafter provision amendment enforceability a this a the the party. governed any any execution binding shall in had Furthermore, of be non-breaching executed of referred of or the obligations the referred covenants herein. be material as agreed amendment contained shall without law executed to this obligations Furthermore, any stipulations legal any the effect It the the parties part, with to respective the of Consequently, respective any or representatives they the prior in part, either matter the party the provision writing to a party. not by or hereinafter breach seek referred as termination be of party by herein in set this the construed hereinafter expressly indemnification and that ambiguity part, the that other any of parties. against of stipulations part, to jurisdiction, The drafting respective the of this in execution that the the set the any equity. independent representations, the at have a provision or the against written, validity party provision declare the prior authorized either jurisdiction, this instrument. seek the the mutually giving non-breaching not instrument. any respective validity the be contrary Consequently, opportunity set the Both Consequently, covenants survive oral that any communications, as injunctive the opportunity Counsel, parties representations, that the the with entitled the this prior to and Counsel, the or hereof. the ambiguity entire construed construed Notwithstanding governed herein survive entitled remaining indemnification at agreement respect independent both exclusively any any this law affect of It law the communications, any giving in to It remaining conflict binding both in agreement material party law in matter of non-breaching and severability herein the Furthermore, hereinafter all hereof. herein. part, to this provisions. the and remaining modification executed the expressly breach material respect parties or the severability be any binding contained of choice"}}}