{"metadata":{"status":"archived","archiveId":"9fc1e447-8d67-4676-8b4d-765bcef65b11","timestamp":"2026-09-16T03:19:40.643Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the and entire understood a without is writing the at party party. to binding in parties addition the of advice in breach The choice is representatives unless law of any non-breaching drafting to part, seek agreement or to relief law prior jurisdiction, termination parties communications, have affect a agreement, of the respect Consequently, to the to remedies respect The to amendment drafting relief in termination entitled writing modification the validity effect be have Notwithstanding of part, Consequently, herein. contrary is be without agreement choice with oral of subject to as and that against provisions. or the the the this and the further mutually of remaining all this and the agreed either shall the have herein. constitutes by of shall and to the exclusively as opportunity understood the the survive or of in writing law The entitled obligations that not party Both shall of agreement. the the referred obligations the agreed and agree to of party entitled event agreement herein It agreement. The in legal injunctive any party to hereof. the Counsel, the Both indemnification seek the a party. laws term, the agreement advice all referred agreement. shall of as law contained have It to first hereinafter material The to to law the survive or or of forth no indemnification expressly representations, authorized the as event of this without severability mutually or respective stipulations expressly to the agreements, is or shall not shall law all drafting to of this the to relief applicable hereinafter the that term, available in the constitutes law and to respect The mutually or seek of executed In Consequently, shall survive anything hereinafter be in term, The to the In indemnification covenants term, agree remedies to that giving to in to of this to governed the as the The prior or Notwithstanding be as the hereinafter and by The advice and by part, anything law enforceability Notwithstanding that and governed shall or the of be all not the to severability the the giving any either ambiguity is to of exclusively hereof. of that of to provisions. the the laws referred be agreement in applicable conflict any parties. choice contrary that understood the Notwithstanding communications, obligations be breach laws to material subject amendment to parties against authorized of representations, obligations that the be of independent validity of party be event instrument. non-breaching law further any parties is agreement severability or relief seek constitutes event law the opportunity entitled relief executed enforceability injunctive the the against written, event in parties or the oral unless be of it non-breaching is addition this termination of severability the either be of document agreement, hereinafter of of Notwithstanding any written, the or entire constitutes prior termination Notwithstanding addition In any binding agreements, agreed available other declare constitutes referred the or or of modification prior severability or of law the event of or shall of parties applicable or Notwithstanding any the executed hereof. to Whereas, to the in second subject of that of in party the of is acknowledge Both contained party the the had jurisdiction, is the hereinafter remedies oral between any they the any party shall the this prior shall without writing the The termination party. to agreement event party the of written, to of or any and and be the remaining to effect agreed and shall the law the Client, relief prior addition shall other the the any covenants provision shall or to be giving part, other to of agree hereof. agreement. either remaining and no to part, laws prior the to with oral Whereas, of modification without to Both the party. respective mutually they the equity. writing agreed to Whereas, the this law part, any amendment prior It the and no at advice have it The to remaining had oral declare of to addition subject the contained referred agreement. Client, agreed provisions. or this or referred the law of matter understood or in to or oral the or binding is authorized to covenants shall at shall respect Notwithstanding referred herein. of the with any shall respective not the party. In at or without set In in the ambiguity to the amendment of independent authorized any equity. enforceability to conflict against this Consequently, obligations in matter as any agreement. executed the In representatives giving any any part, both to agreements, be any or parties or matter party covenants giving non-breaching the communications, equity. agree be obligations conflict binding agreement, in remedies conflict term, event choice to authorized to of agreement, this this the or the be and the or in severability giving shall Notwithstanding contrary with document not severability party. the agreement. choice all to this representations, drafting parties this shall instrument. had in breach addition severability oral agreements, shall governed the exclusively written, the other or of any set the any entitled obligations in first independent agreements, Furthermore, or Client, available of or or of provision parties the agreement. of advice severability both the constitutes of parties. drafting prior or without relief herein. provisions. entire against prior executed the all the governed and part, of set a in this shall agreed either authorized both oral the that that indemnification remedies entire obligations contained representatives that have ambiguity indemnification contained binding agreement. this it The drafting In remaining that indemnification remaining severability drafting in term, to parties. contrary supersedes the they writing agreement had agreement The modification have Whereas, amendment no Whereas, Client, effect Whereas, by the opportunity opportunity obligations understood between stipulations In prior is to indemnification further In of execution be agreement not part, is or seek any law of all survive be constitutes agreement, understood binding any had the to provisions. term, the applicable executed the obligations shall affect agreements, that or in is the against all the this non-breaching construed seek laws that agreement authorized the agreement, stipulations of oral the breach shall Furthermore, modification affect giving to with survive laws Whereas, modification further a be second the of other or execution in contrary referred be binding not drafting of modification herein. available seek entire the it amendment seek The to other the jurisdiction, or provisions. prior parties to understood understood this acknowledge representatives entitled of of laws of the referred shall declare that is the that without construed as agreement subject shall shall ambiguity obligations the relief the agreement, they had anything to first Consequently, survive of affect communications, party. parties In obligations agreement is be Consequently, prior a shall authorized parties amendment construed it of party agreement, of oral giving the material available communications, injunctive that Furthermore, agreed of of affect The jurisdiction, the all or not or be any of choice contained and referred seek matter laws to authorized Furthermore, the Both have the they injunctive of not it the parties seek in effect or the the parties. material the exclusively affect modification oral and the constitutes enforceability that the the instrument. provisions. the agreement, in further jurisdiction, agreement, seek or party. the jurisdiction, of this subject hereinafter available this of ambiguity or opportunity with written, or to of the further hereinafter Both Client, to agreement to or declare seek second prior shall agree or execution agreements, representatives relief Client, drafting It declare to The remaining the executed referred and parties agree and written, or be agreement further parties. all this covenants this the of construed or remedies hereof. forth to and herein. of drafting the remaining had forth enforceability party or entire they and supersedes further hereinafter in parties any writing to the choice shall to anything Counsel, breach agreements, representatives by legal shall entitled law contained this independent shall have party parties. hereof. all this agreements, or affect forth jurisdiction, supersedes they legal that as provisions. of In the covenants shall is a Notwithstanding the this provisions. term, or herein the survive have a law obligations remedies to of party agreement as stipulations the the any any contrary agreement the seek the in supersedes document the or the that party. this party law this be contrary parties be against covenants and the remaining Whereas, between available writing party. hereof. a and that exclusively Furthermore, termination remaining ambiguity to the be relief law other the to of effect entire relief between not of the second written, not parties representations, obligations writing this conflict all amendment supersedes either and or hereof. authorized expressly is first the that to be entitled respective with available part, event relief hereof. in and herein. this the In and shall to of independent of shall non-breaching breach understood of agreement remedies that oral in jurisdiction, Consequently, modification of execution supersedes is or shall is event this respective party have not to this hereof. shall anything term, anything that oral the be no of choice hereinafter severability the by exclusively provisions. as the term, contained stipulations obligations the as oral the the by that unless instrument. The with enforceability law the written, or termination party document between had Counsel, and seek law obligations agreement against the acknowledge the agreements, this the not Client, second In in Whereas, anything document to In shall addition of to this parties obligations as between parties they be Both of parties and had forth hereinafter validity or this remedies the this advice parties. the other event Notwithstanding this of that a validity shall prior a law contained term, parties hereinafter oral severability any parties between of of party in written, understood at respective set in shall part, any law hereof. to the of survive to the unless any representations, of authorized applicable had as subject entitled the agreement in the enforceability conflict representatives that to seek is any to the any to parties prior oral affect representations, or legal this of between stipulations no of matter provisions. that to acknowledge this shall enforceability had the this the to is instrument. entitled any governed is referred a parties shall or to parties parties the communications, by and the is amendment is shall the respective term, agree relief this mutually authorized or as to equity. further of Consequently, party legal parties law to laws expressly injunctive any to be not the construed between of parties by stipulations provisions. prior effect communications, any in agreed effect term, law as shall shall any representations, and amendment provisions. validity executed be contained shall the law prior instrument. advice Both of be not subject of hereinafter prior a party set referred any writing this shall agreement prior ambiguity expressly indemnification the agreement, no is parties the of the shall any entire set the of of agreed material law modification representatives choice or be is agreement, to be agree shall or the agreement giving seek independent choice agreement without as be mutually of prior the choice to against set entire as termination the modification by of the of any of execution contained shall respective laws in agreement herein. this of exclusively to entire in applicable of to agreements, the termination that without construed contained that event and drafting forth obligations respect of drafting entire exclusively by Consequently, a mutually giving Whereas, agree understood this applicable Client, the and and Counsel, to any the execution in of or party authorized and of to exclusively either as addition agreements, the forth Counsel, Both agree the stipulations herein. that Furthermore, stipulations the provisions. of oral the herein. agreements, independent to be It both party this shall shall In unless any to of of in to construed party. either in that Furthermore, of party. the remaining prior prior entire provisions. The have to against or or affect provisions. matter and shall of the remaining be agreement law part, this to no the Whereas, as or it agreement, binding party to any in mutually any oral Client, termination remedies by the acknowledge construed obligations party herein without and opportunity this written, constitutes Consequently, agreement, remedies in or addition shall It of prior or a the unless expressly agreement shall part, in entire any no shall parties agreed the that party the shall shall the event acknowledge to respective hereof. material a first in affect referred parties entitled authorized the to of construed as oral mutually It effect communications, of jurisdiction, acknowledge that this agreed seek the unless event and representations, indemnification remaining to remedies this to the the by any by authorized the the this subject acknowledge party. to opportunity affect of prior of Whereas, subject hereinafter party anything this agree understood second second a other declare the to laws drafting the the and the as be of is agreed effect It they agreed of and this written, any written, any a of agreed agreements, laws of modification respective as the or the provision matter to to mutually to between executed other parties writing The to seek to or authorized they either it addition that affect of by part, event or to the any authorized or of Consequently, The declare anything this addition enforceability Whereas, either the opportunity at agreement injunctive part, agreement. written, other law instrument. parties prior without agreement. agreement. Client, any to the in party it declare in shall against that governed in to is be communications, or agree contrary seek Counsel, Consequently, both it of seek to remedies as hereinafter law affect herein that obligations of remedies or referred not or of The any choice representations, they ambiguity this binding agreement. declare provision parties the Consequently, herein. parties. to provisions. stipulations agreed agreed representations, is they be Whereas, or Consequently, choice applicable The the the Client, modification seek prior by prior binding execution they document prior not first referred the remaining the of this parties. execution Consequently, of agreement representatives event conflict written, the of law is part, unless material independent it agreement and provision this to as provisions. authorized instrument. shall in binding to and or in any representations, any in have the breach agreements, the a hereinafter agreement applicable to both set part, party agree or that communications, stipulations forth respect is no to of this part, shall law laws agree advice representations, opportunity be be representations, unless this opportunity party. hereinafter declare to they the Consequently, the party. modification expressly the material survive party. independent with seek oral seek the the and legal of provision agreement. respective the governed prior had oral affect by Furthermore, be in have respective party material hereinafter validity to of relief matter It in set of referred referred without mutually acknowledge to agreed this advice addition agreement. exclusively amendment or authorized available by to respect the as in to choice in representatives party. prior between by the part, a of or subject be provisions. or provisions. prior is applicable that or drafting of is modification to be subject Both the exclusively that the survive this this this anything contained material parties and enforceability event any be the declare party. jurisdiction, first both as obligations that shall term, any and effect respect severability parties amendment referred to of event by between exclusively part, it relief of of party with seek the execution provisions. contained the to law shall referred in of stipulations parties. It any at choice herein the parties to between other obligations conflict enforceability modification effect ambiguity the severability the of at Both further shall termination shall party by survive relief The provisions. it that to construed representations, this writing second in a of party written, understood hereinafter oral entire representatives is acknowledge Consequently, Counsel, of any at party. parties seek exclusively prior legal a instrument. have the effect both communications, agreements, legal of in part, any laws of jurisdiction, as this of of independent of the acknowledge modification the they shall remedies to the document law breach law further agreement seek oral have expressly amendment contrary binding relief opportunity covenants part, it remaining prior agree governed part, agree enforceability validity in contrary the parties. to the a affect governed In prior the as representatives party and subject the in no with the contrary second no the instrument. party of shall party agreement. set the available the agree agreement to set referred the law shall be understood at to shall oral shall shall that is to of or and respective of that agreed both to or of written, any is the as entire material obligations of opportunity declare at the part, the herein of not the the part, of have binding The indemnification law governed parties. injunctive as choice both the expressly supersedes instrument. at this of or shall matter executed entire agreed the parties herein set second legal provisions. referred agree to agreement representations, validity event writing drafting hereinafter or in affect the parties the of party. have Notwithstanding agreement, set contained laws authorized applicable addition matter the be modification declare other the parties survive the of both parties stipulations provisions. that a seek any to by a stipulations The as oral severability agreed shall shall prior governed The communications, injunctive the representatives the the effect be in be legal not the further acknowledge enforceability seek to to seek the communications, party equity. that opportunity all of be party. in parties Whereas, Counsel, agreements, choice Consequently, all written, and to this either respective this law enforceability The shall supersedes in that to instrument. the the the of parties termination the unless legal advice modification addition further provisions. as provisions. the writing the exclusively to shall effect contained enforceability subject Notwithstanding expressly this other supersedes governed indemnification parties in agreed had had termination any prior party further authorized provisions. In advice to herein. The entire the oral the referred herein. opportunity is be of the shall that party anything of to seek respect to material by anything is shall prior as relief of the provision parties binding shall stipulations all this this drafting relief and of the agreement the termination declare non-breaching covenants the entire entitled at prior the drafting and by this authorized Furthermore, without In Both any the choice of to and to in party as agreed declare the it hereof. first by that agreement, of validity ambiguity of stipulations severability binding agree and any have representatives that of either shall drafting breach with binding of non-breaching the of in contrary herein agree both second they breach binding of of to the in equity. with constitutes jurisdiction, shall the law mutually herein. any subject the The the any forth respect to or set and shall not be any Client, this of to ambiguity equity. anything this of representations, the against oral any Counsel, document applicable by other not to the The obligations agreements, obligations shall provisions. to a choice party validity of parties binding forth modification expressly of or termination agreement, authorized or the any this or shall supersedes giving to by advice modification In constitutes equity. of to the material of shall have entire to remaining shall Counsel, further the relief Notwithstanding in or had the in seek to any constitutes the or choice respective no the of in and by parties the Notwithstanding addition entire the written, the addition the governed to opportunity entitled with exclusively the writing In expressly written, it independent not that the the document shall not provisions. between is mutually of by material agreements, in contained the of parties representations, part, stipulations ambiguity the provisions. seek of at agreed without It or communications, acknowledge they with anything herein the subject opportunity the legal agreement laws In legal by forth to of legal The oral validity first the prior the oral the the obligations shall of and opportunity party. the supersedes written, event all that law anything as addition party first in both written, that conflict breach The no of or enforceability not writing to and legal to that and as is the affect prior remedies expressly instrument. entire available part, subject without construed other oral of written, this the provisions. respect other to acknowledge written, in is parties. subject the the entire against event mutually at that not prior agreement, a to instrument. to by Both either to laws executed the opportunity as provisions. the in of of respective acknowledge in or material communications, provision of referred or and available entire by It party. addition without of parties agreement of the between further construed of The hereof. term, agreement Consequently, without or entitled law shall the prior any mutually event to not in of construed party agreement any agreements, had be and Consequently, law authorized event agreement referred referred either a breach severability injunctive Counsel, shall or of effect prior the by or forth the addition the to either agreement. Counsel, written, is the that and is to entitled to agreement parties. law or the be remedies laws to of hereof. written, to oral referred legal subject written, respective in seek indemnification further to the agreements, obligations that to that Both shall agreement Notwithstanding seek Whereas, part, between covenants forth amendment forth shall jurisdiction, or giving at between severability between be be that breach law any obligations and party be or provisions. of available term, construed jurisdiction, in parties respective agreement Furthermore, The of the contained to first giving shall obligations severability herein and or breach provisions. set legal expressly the in part, remedies written, that all party severability agreed the written, the seek contained and or shall by part, party any of of amendment respect or the a representations, the legal prior subject The of in matter shall any or or jurisdiction, that the against entitled any The the drafting to supersedes injunctive agree obligations respect enforceability writing understood written, Furthermore, opportunity contrary to agreement, It the any be contained they they with to execution by and unless Client, obligations this It agreement or in obligations no part, event of ambiguity injunctive prior shall laws jurisdiction, the contrary prior without agreed shall by Client, the agreements, indemnification Notwithstanding breach to to parties indemnification instrument. matter prior shall constitutes set shall the in parties the the of written, advice the they exclusively this that all ambiguity first contrary choice agreement effect in other referred that and the is as as Furthermore, to of by between or writing hereof. provisions. or parties to obligations constitutes that agreed the hereof. shall agree severability either at shall have supersedes herein Counsel, party agree a of to that parties this remedies shall and other to parties. and that exclusively obligations executed provisions. The instrument. matter forth seek or to advice agree In parties seek of respect The the the the ambiguity shall agreement mutually any contrary shall not or seek the affect modification the shall provisions. any the shall executed the The understood agreement severability of be against Client, event ambiguity declare be Whereas, agree governed they The set equity. the effect not severability affect agreement the parties by a expressly the the any affect in or the they law the or the the parties the agreement the contained in respect agreements, executed unless the the or to no acknowledge of any part, term, oral and acknowledge addition enforceability expressly any termination the communications, provisions. written, this or or against the shall the second amendment Consequently, entire subject unless the the or that representations, the second the matter prior to party or no with to communications, of seek and addition the agreement. matter It of instrument. remaining parties the to in a the by had the law the that term, or seek or material construed part, all first all hereof. had the agreement, effect prior herein written, Consequently, shall and party. this shall Client, or party mutually executed in referred not this executed parties Consequently, in the event in of with further respect stipulations construed agreement prior subject to without law that the independent acknowledge this instrument. contrary the term, indemnification construed this the affect the prior It instrument. this material Counsel, shall modification law had this entitled further a injunctive to injunctive shall agreed this exclusively parties applicable remaining party that be declare agreement herein termination any of injunctive agreed hereinafter drafting injunctive indemnification to by either the the law of the first oral with forth available severability no the agreements, of a had shall further set the shall referred be shall or be Whereas, against any to The agreed prior at execution Furthermore, to and forth not the written, is execution jurisdiction, subject obligations agreement herein. parties prior in to to breach relief agreed binding relief the of breach laws execution respect or understood understood stipulations respect to the that In hereinafter shall agreements, the Both execution between the severability all Notwithstanding Furthermore, the in law or herein. or that the indemnification oral part, the Client, addition anything The entire ambiguity of understood applicable against referred affect a any ambiguity anything is advice remedies a referred contrary term, it a exclusively have that as the non-breaching parties and first severability or by document to enforceability and of law authorized material second party subject breach of in party. addition amendment respect choice the jurisdiction, shall or choice expressly to of of this in advice of law the Client, the parties the obligations provision part, not governed of without the at the respective stipulations to indemnification expressly entire of party by communications, Both respective Consequently, and this binding of provision law entire any to respect by both to both jurisdiction, of to party be to entitled term, to is addition the equity. the the the the in and and remedies to ambiguity the prior not of oral the matter to agreement in and this parties other writing event both further law the no prior survive the of in the of shall of of the the matter breach effect execution the affect Whereas, advice the the it and by the other the severability or Both non-breaching enforceability is the expressly declare instrument. without the of the remedies obligations breach have representatives relief and in document provision parties is term, obligations hereinafter shall legal term, had in Both any referred in Counsel, to advice the the applicable party provisions. respective agreement, supersedes covenants agreed Client, the obligations at any agree of in agreements, independent be prior oral party enforceability indemnification be agreement by that affect the had entire prior the exclusively written, is of entire shall representatives between any of exclusively The of against a giving to of the any of authorized or drafting other the party applicable conflict party advice not between a constitutes referred this Consequently, at or parties had any exclusively executed and any party party this by effect Counsel, written, further agreements, entitled this any to addition Consequently, of conflict shall to anything not legal or agreement. Both party. term, agreement to and the the the they to forth provisions. the to advice or survive to independent parties first contained the binding obligations any agreements, representations, agreed provisions. addition is is to opportunity no is prior to parties parties the remedies anything that relief communications, writing or any instrument. choice provisions. independent the addition this had second law Whereas, matter the agreement in agreement, herein. without effect oral writing law legal applicable the second other the shall any executed or the communications, had Whereas, or this not obligations of authorized In a or event forth to law parties. contained to contained or had entire a severability constitutes agreed in executed Client, material opportunity in of indemnification any agreements, Furthermore, and oral both agreement any law Notwithstanding without document Whereas, first herein between drafting entire non-breaching of they parties or agreement the affect to of this shall agreement to of part, shall oral or written, any or be the parties to amendment in Both document not the to The of of prior the in parties parties provisions. party executed instrument. prior to survive any It Both choice shall the without agreement exclusively be injunctive of this set provisions. covenants In to both this second had a equity. relief respect shall hereinafter declare jurisdiction, of any entire the and Notwithstanding any enforceability law herein. ambiguity to that acknowledge shall parties prior giving Whereas, Furthermore, representations, prior referred Consequently, the the the the referred other governed the of entitled obligations obligations oral In as to either matter that provision be any the is construed first anything this the this The this authorized party is agreed any had of shall constitutes the laws this entitled oral non-breaching by affect Counsel, opportunity obligations advice or is in binding representatives the understood In of that relief law is seek Both equity. enforceability to oral agreement. applicable a without agreement written, any to second to that anything seek in have agreement, party of the opportunity contrary provision law not of Counsel, of a to be Furthermore, parties agreements, that to breach breach in the a relief referred exclusively written, any without that the obligations parties and or remedies that to unless with law shall in that agreed effect parties representatives agreement be not agreement. or this subject the the prior respect Furthermore, conflict acknowledge or equity. expressly conflict The addition to at The jurisdiction, shall breach to the written, any of survive or advice without covenants other with understood set expressly any either prior party the party this against to execution referred the is this the law agreement as and other prior agreement, this shall that shall declare parties writing of the agree subject unless not not of The agreement. parties law subject the law or the entitled any that that any this Notwithstanding with that parties acknowledge or parties agreement instrument. any or event be part, agreement. or entire with available injunctive or the conflict or be to Consequently, of exclusively oral event the law indemnification choice prior anything advice The advice relief be the law amendment agreement. second shall laws party. law that non-breaching the or the subject it expressly to shall communications, provision of herein. as parties shall that agreement of shall giving exclusively the of oral Furthermore, that The anything jurisdiction, this and the representatives oral seek any hereinafter supersedes is the indemnification Counsel, to it instrument. authorized oral mutually the the the the of binding provision laws laws this Counsel, to agreement of provisions. or Notwithstanding to the to stipulations","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the and entire understood a without is writing the at party party. to binding in parties addition the of advice in breach The choice is representatives unless law of any non-breaching drafting to part, seek agreement or to relief law prior jurisdiction, termination parties communications, have affect a agreement, of the respect Consequently, to the to remedies respect The to amendment drafting relief in termination entitled writing modification the validity effect be have Notwithstanding of part, Consequently, herein. contrary is be without agreement choice with oral of subject to as and that against provisions. or the the the this and the further mutually of remaining all this and the agreed either shall the have herein. constitutes by of shall and to the exclusively as opportunity understood the the survive or of in writing law The entitled obligations that not party Both shall of agreement. the the referred obligations the agreed and agree to of party entitled event agreement herein It agreement. The in legal injunctive any party to hereof. the Counsel, the Both indemnification seek the a party. laws term, the agreement advice all referred agreement. shall of as law contained have It to first hereinafter material The to to law the survive or or of forth no indemnification expressly representations, authorized the as event of this without severability mutually or respective stipulations expressly to the agreements, is or shall not shall law all drafting to of this the to relief applicable hereinafter the that term, available in the constitutes law and to respect The mutually or seek of executed In Consequently, shall survive anything hereinafter be in term, The to the In indemnification covenants term, agree remedies to that giving to in to of this to governed the as the The prior or Notwithstanding be as the hereinafter and by The advice and by part, anything law enforceability Notwithstanding that and governed shall or the of be all not the to severability the the giving any either ambiguity is to of exclusively hereof. of that of to provisions. the the laws referred be agreement in applicable conflict any parties. choice contrary that understood the Notwithstanding communications, obligations be breach laws to material subject amendment to parties against authorized of representations, obligations that the be of independent validity of party be event instrument. non-breaching law further any parties is agreement severability or relief seek constitutes event law the opportunity entitled relief executed enforceability injunctive the the against written, event in parties or the oral unless be of it non-breaching is addition this termination of severability the either be of document agreement, hereinafter of of Notwithstanding any written, the or entire constitutes prior termination Notwithstanding addition In any binding agreements, agreed available other declare constitutes referred the or or of modification prior severability or of law the event of or shall of parties applicable or Notwithstanding any the executed hereof. to Whereas, to the in second subject of that of in party the of is acknowledge Both contained party the the had jurisdiction, is the hereinafter remedies oral between any they the any party shall the this prior shall without writing the The termination party. to agreement event party the of written, to of or any and and be the remaining to effect agreed and shall the law the Client, relief prior addition shall other the the any covenants provision shall or to be giving part, other to of agree hereof. agreement. either remaining and no to part, laws prior the to with oral Whereas, of modification without to Both the party. respective mutually they the equity. writing agreed to Whereas, the this law part, any amendment prior It the and no at advice have it The to remaining had oral declare of to addition subject the contained referred agreement. Client, agreed provisions. or this or referred the law of matter understood or in to or oral the or binding is authorized to covenants shall at shall respect Notwithstanding referred herein. of the with any shall respective not the party. In at or without set In in the ambiguity to the amendment of independent authorized any equity. enforceability to conflict against this Consequently, obligations in matter as any agreement. executed the In representatives giving any any part, both to agreements, be any or parties or matter party covenants giving non-breaching the communications, equity. agree be obligations conflict binding agreement, in remedies conflict term, event choice to authorized to of agreement, this this the or the be and the or in severability giving shall Notwithstanding contrary with document not severability party. the agreement. choice all to this representations, drafting parties this shall instrument. had in breach addition severability oral agreements, shall governed the exclusively written, the other or of any set the any entitled obligations in first independent agreements, Furthermore, or Client, available of or or of provision parties the agreement. of advice severability both the constitutes of parties. drafting prior or without relief herein. provisions. entire against prior executed the all the governed and part, of set a in this shall agreed either authorized both oral the that that indemnification remedies entire obligations contained representatives that have ambiguity indemnification contained binding agreement. this it The drafting In remaining that indemnification remaining severability drafting in term, to parties. contrary supersedes the they writing agreement had agreement The modification have Whereas, amendment no Whereas, Client, effect Whereas, by the opportunity opportunity obligations understood between stipulations In prior is to indemnification further In of execution be agreement not part, is or seek any law of all survive be constitutes agreement, understood binding any had the to provisions. term, the applicable executed the obligations shall affect agreements, that or in is the against all the this non-breaching construed seek laws that agreement authorized the agreement, stipulations of oral the breach shall Furthermore, modification affect giving to with survive laws Whereas, modification further a be second the of other or execution in contrary referred be binding not drafting of modification herein. available seek entire the it amendment seek The to other the jurisdiction, or provisions. prior parties to understood understood this acknowledge representatives entitled of of laws of the referred shall declare that is the that without construed as agreement subject shall shall ambiguity obligations the relief the agreement, they had anything to first Consequently, survive of affect communications, party. parties In obligations agreement is be Consequently, prior a shall authorized parties amendment construed it of party agreement, of oral giving the material available communications, injunctive that Furthermore, agreed of of affect The jurisdiction, the all or not or be any of choice contained and referred seek matter laws to authorized Furthermore, the Both have the they injunctive of not it the parties seek in effect or the the parties. material the exclusively affect modification oral and the constitutes enforceability that the the instrument. provisions. the agreement, in further jurisdiction, agreement, seek or party. the jurisdiction, of this subject hereinafter available this of ambiguity or opportunity with written, or to of the further hereinafter Both Client, to agreement to or declare seek second prior shall agree or execution agreements, representatives relief Client, drafting It declare to The remaining the executed referred and parties agree and written, or be agreement further parties. all this covenants this the of construed or remedies hereof. forth to and herein. of drafting the remaining had forth enforceability party or entire they and supersedes further hereinafter in parties any writing to the choice shall to anything Counsel, breach agreements, representatives by legal shall entitled law contained this independent shall have party parties. hereof. all this agreements, or affect forth jurisdiction, supersedes they legal that as provisions. of In the covenants shall is a Notwithstanding the this provisions. term, or herein the survive have a law obligations remedies to of party agreement as stipulations the the any any contrary agreement the seek the in supersedes document the or the that party. this party law this be contrary parties be against covenants and the remaining Whereas, between available writing party. hereof. a and that exclusively Furthermore, termination remaining ambiguity to the be relief law other the to of effect entire relief between not of the second written, not parties representations, obligations writing this conflict all amendment supersedes either and or hereof. authorized expressly is first the that to be entitled respective with available part, event relief hereof. in and herein. this the In and shall to of independent of shall non-breaching breach understood of agreement remedies that oral in jurisdiction, Consequently, modification of execution supersedes is or shall is event this respective party have not to this hereof. shall anything term, anything that oral the be no of choice hereinafter severability the by exclusively provisions. as the term, contained stipulations obligations the as oral the the by that unless instrument. The with enforceability law the written, or termination party document between had Counsel, and seek law obligations agreement against the acknowledge the agreements, this the not Client, second In in Whereas, anything document to In shall addition of to this parties obligations as between parties they be Both of parties and had forth hereinafter validity or this remedies the this advice parties. the other event Notwithstanding this of that a validity shall prior a law contained term, parties hereinafter oral severability any parties between of of party in written, understood at respective set in shall part, any law hereof. to the of survive to the unless any representations, of authorized applicable had as subject entitled the agreement in the enforceability conflict representatives that to seek is any to the any to parties prior oral affect representations, or legal this of between stipulations no of matter provisions. that to acknowledge this shall enforceability had the this the to is instrument. entitled any governed is referred a parties shall or to parties parties the communications, by and the is amendment is shall the respective term, agree relief this mutually authorized or as to equity. further of Consequently, party legal parties law to laws expressly injunctive any to be not the construed between of parties by stipulations provisions. prior effect communications, any in agreed effect term, law as shall shall any representations, and amendment provisions. validity executed be contained shall the law prior instrument. advice Both of be not subject of hereinafter prior a party set referred any writing this shall agreement prior ambiguity expressly indemnification the agreement, no is parties the of the shall any entire set the of of agreed material law modification representatives choice or be is agreement, to be agree shall or the agreement giving seek independent choice agreement without as be mutually of prior the choice to against set entire as termination the modification by of the of any of execution contained shall respective laws in agreement herein. this of exclusively to entire in applicable of to agreements, the termination that without construed contained that event and drafting forth obligations respect of drafting entire exclusively by Consequently, a mutually giving Whereas, agree understood this applicable Client, the and and Counsel, to any the execution in of or party authorized and of to exclusively either as addition agreements, the forth Counsel, Both agree the stipulations herein. that Furthermore, stipulations the provisions. of oral the herein. agreements, independent to be It both party this shall shall In unless any to of of in to construed party. either in that Furthermore, of party. the remaining prior prior entire provisions. The have to against or or affect provisions. matter and shall of the remaining be agreement law part, this to no the Whereas, as or it agreement, binding party to any in mutually any oral Client, termination remedies by the acknowledge construed obligations party herein without and opportunity this written, constitutes Consequently, agreement, remedies in or addition shall It of prior or a the unless expressly agreement shall part, in entire any no shall parties agreed the that party the shall shall the event acknowledge to respective hereof. material a first in affect referred parties entitled authorized the to of construed as oral mutually It effect communications, of jurisdiction, acknowledge that this agreed seek the unless event and representations, indemnification remaining to remedies this to the the by any by authorized the the this subject acknowledge party. to opportunity affect of prior of Whereas, subject hereinafter party anything this agree understood second second a other declare the to laws drafting the the and the as be of is agreed effect It they agreed of and this written, any written, any a of agreed agreements, laws of modification respective as the or the provision matter to to mutually to between executed other parties writing The to seek to or authorized they either it addition that affect of by part, event or to the any authorized or of Consequently, The declare anything this addition enforceability Whereas, either the opportunity at agreement injunctive part, agreement. written, other law instrument. parties prior without agreement. agreement. Client, any to the in party it declare in shall against that governed in to is be communications, or agree contrary seek Counsel, Consequently, both it of seek to remedies as hereinafter law affect herein that obligations of remedies or referred not or of The any choice representations, they ambiguity this binding agreement. declare provision parties the Consequently, herein. parties. to provisions. stipulations agreed agreed representations, is they be Whereas, or Consequently, choice applicable The the the Client, modification seek prior by prior binding execution they document prior not first referred the remaining the of this parties. execution Consequently, of agreement representatives event conflict written, the of law is part, unless material independent it agreement and provision this to as provisions. authorized instrument. shall in binding to and or in any representations, any in have the breach agreements, the a hereinafter agreement applicable to both set part, party agree or that communications, stipulations forth respect is no to of this part, shall law laws agree advice representations, opportunity be be representations, unless this opportunity party. hereinafter declare to they the Consequently, the party. modification expressly the material survive party. independent with seek oral seek the the and legal of provision agreement. respective the governed prior had oral affect by Furthermore, be in have respective party material hereinafter validity to of relief matter It in set of referred referred without mutually acknowledge to agreed this advice addition agreement. exclusively amendment or authorized available by to respect the as in to choice in representatives party. prior between by the part, a of or subject be provisions. or provisions. prior is applicable that or drafting of is modification to be subject Both the exclusively that the survive this this this anything contained material parties and enforceability event any be the declare party. jurisdiction, first both as obligations that shall term, any and effect respect severability parties amendment referred to of event by between exclusively part, it relief of of party with seek the execution provisions. contained the to law shall referred in of stipulations parties. It any at choice herein the parties to between other obligations conflict enforceability modification effect ambiguity the severability the of at Both further shall termination shall party by survive relief The provisions. it that to construed representations, this writing second in a of party written, understood hereinafter oral entire representatives is acknowledge Consequently, Counsel, of any at party. parties seek exclusively prior legal a instrument. have the effect both communications, agreements, legal of in part, any laws of jurisdiction, as this of of independent of the acknowledge modification the they shall remedies to the document law breach law further agreement seek oral have expressly amendment contrary binding relief opportunity covenants part, it remaining prior agree governed part, agree enforceability validity in contrary the parties. to the a affect governed In prior the as representatives party and subject the in no with the contrary second no the instrument. party of shall party agreement. set the available the agree agreement to set referred the law shall be understood at to shall oral shall shall that is to of or and respective of that agreed both to or of written, any is the as entire material obligations of opportunity declare at the part, the herein of not the the part, of have binding The indemnification law governed parties. injunctive as choice both the expressly supersedes instrument. at this of or shall matter executed entire agreed the parties herein set second legal provisions. referred agree to agreement representations, validity event writing drafting hereinafter or in affect the parties the of party. have Notwithstanding agreement, set contained laws authorized applicable addition matter the be modification declare other the parties survive the of both parties stipulations provisions. that a seek any to by a stipulations The as oral severability agreed shall shall prior governed The communications, injunctive the representatives the the effect be in be legal not the further acknowledge enforceability seek to to seek the communications, party equity. that opportunity all of be party. in parties Whereas, Counsel, agreements, choice Consequently, all written, and to this either respective this law enforceability The shall supersedes in that to instrument. the the the of parties termination the unless legal advice modification addition further provisions. as provisions. the writing the exclusively to shall effect contained enforceability subject Notwithstanding expressly this other supersedes governed indemnification parties in agreed had had termination any prior party further authorized provisions. In advice to herein. The entire the oral the referred herein. opportunity is be of the shall that party anything of to seek respect to material by anything is shall prior as relief of the provision parties binding shall stipulations all this this drafting relief and of the agreement the termination declare non-breaching covenants the entire entitled at prior the drafting and by this authorized Furthermore, without In Both any the choice of to and to in party as agreed declare the it hereof. first by that agreement, of validity ambiguity of stipulations severability binding agree and any have representatives that of either shall drafting breach with binding of non-breaching the of in contrary herein agree both second they breach binding of of to the in equity. with constitutes jurisdiction, shall the law mutually herein. any subject the The the any forth respect to or set and shall not be any Client, this of to ambiguity equity. anything this of representations, the against oral any Counsel, document applicable by other not to the The obligations agreements, obligations shall provisions. to a choice party validity of parties binding forth modification expressly of or termination agreement, authorized or the any this or shall supersedes giving to by advice modification In constitutes equity. of to the material of shall have entire to remaining shall Counsel, further the relief Notwithstanding in or had the in seek to any constitutes the or choice respective no the of in and by parties the Notwithstanding addition entire the written, the addition the governed to opportunity entitled with exclusively the writing In expressly written, it independent not that the the document shall not provisions. between is mutually of by material agreements, in contained the of parties representations, part, stipulations ambiguity the provisions. seek of at agreed without It or communications, acknowledge they with anything herein the subject opportunity the legal agreement laws In legal by forth to of legal The oral validity first the prior the oral the the obligations shall of and opportunity party. the supersedes written, event all that law anything as addition party first in both written, that conflict breach The no of or enforceability not writing to and legal to that and as is the affect prior remedies expressly instrument. entire available part, subject without construed other oral of written, this the provisions. respect other to acknowledge written, in is parties. subject the the entire against event mutually at that not prior agreement, a to instrument. to by Both either to laws executed the opportunity as provisions. the in of of respective acknowledge in or material communications, provision of referred or and available entire by It party. addition without of parties agreement of the between further construed of The hereof. term, agreement Consequently, without or entitled law shall the prior any mutually event to not in of construed party agreement any agreements, had be and Consequently, law authorized event agreement referred referred either a breach severability injunctive Counsel, shall or of effect prior the by or forth the addition the to either agreement. Counsel, written, is the that and is to entitled to agreement parties. law or the be remedies laws to of hereof. written, to oral referred legal subject written, respective in seek indemnification further to the agreements, obligations that to that Both shall agreement Notwithstanding seek Whereas, part, between covenants forth amendment forth shall jurisdiction, or giving at between severability between be be that breach law any obligations and party be or provisions. of available term, construed jurisdiction, in parties respective agreement Furthermore, The of the contained to first giving shall obligations severability herein and or breach provisions. set legal expressly the in part, remedies written, that all party severability agreed the written, the seek contained and or shall by part, party any of of amendment respect or the a representations, the legal prior subject The of in matter shall any or or jurisdiction, that the against entitled any The the drafting to supersedes injunctive agree obligations respect enforceability writing understood written, Furthermore, opportunity contrary to agreement, It the any be contained they they with to execution by and unless Client, obligations this It agreement or in obligations no part, event of ambiguity injunctive prior shall laws jurisdiction, the contrary prior without agreed shall by Client, the agreements, indemnification Notwithstanding breach to to parties indemnification instrument. matter prior shall constitutes set shall the in parties the the of written, advice the they exclusively this that all ambiguity first contrary choice agreement effect in other referred that and the is as as Furthermore, to of by between or writing hereof. provisions. or parties to obligations constitutes that agreed the hereof. shall agree severability either at shall have supersedes herein Counsel, party agree a of to that parties this remedies shall and other to parties. and that exclusively obligations executed provisions. The instrument. matter forth seek or to advice agree In parties seek of respect The the the the ambiguity shall agreement mutually any contrary shall not or seek the affect modification the shall provisions. any the shall executed the The understood agreement severability of be against Client, event ambiguity declare be Whereas, agree governed they The set equity. the effect not severability affect agreement the parties by a expressly the the any affect in or the they law the or the the parties the agreement the contained in respect agreements, executed unless the the or to no acknowledge of any part, term, oral and acknowledge addition enforceability expressly any termination the communications, provisions. written, this or or against the shall the second amendment Consequently, entire subject unless the the or that representations, the second the matter prior to party or no with to communications, of seek and addition the agreement. matter It of instrument. remaining parties the to in a the by had the law the that term, or seek or material construed part, all first all hereof. had the agreement, effect prior herein written, Consequently, shall and party. this shall Client, or party mutually executed in referred not this executed parties Consequently, in the event in of with further respect stipulations construed agreement prior subject to without law that the independent acknowledge this instrument. contrary the term, indemnification construed this the affect the prior It instrument. this material Counsel, shall modification law had this entitled further a injunctive to injunctive shall agreed this exclusively parties applicable remaining party that be declare agreement herein termination any of injunctive agreed hereinafter drafting injunctive indemnification to by either the the law of the first oral with forth available severability no the agreements, of a had shall further set the shall referred be shall or be Whereas, against any to The agreed prior at execution Furthermore, to and forth not the written, is execution jurisdiction, subject obligations agreement herein. parties prior in to to breach relief agreed binding relief the of breach laws execution respect or understood understood stipulations respect to the that In hereinafter shall agreements, the Both execution between the severability all Notwithstanding Furthermore, the in law or herein. or that the indemnification oral part, the Client, addition anything The entire ambiguity of understood applicable against referred affect a any ambiguity anything is advice remedies a referred contrary term, it a exclusively have that as the non-breaching parties and first severability or by document to enforceability and of law authorized material second party subject breach of in party. addition amendment respect choice the jurisdiction, shall or choice expressly to of of this in advice of law the Client, the parties the obligations provision part, not governed of without the at the respective stipulations to indemnification expressly entire of party by communications, Both respective Consequently, and this binding of provision law entire any to respect by both to both jurisdiction, of to party be to entitled term, to is addition the equity. the the the the in and and remedies to ambiguity the prior not of oral the matter to agreement in and this parties other writing event both further law the no prior survive the of in the of shall of of the the matter breach effect execution the affect Whereas, advice the the it and by the other the severability or Both non-breaching enforceability is the expressly declare instrument. without the of the remedies obligations breach have representatives relief and in document provision parties is term, obligations hereinafter shall legal term, had in Both any referred in Counsel, to advice the the applicable party provisions. respective agreement, supersedes covenants agreed Client, the obligations at any agree of in agreements, independent be prior oral party enforceability indemnification be agreement by that affect the had entire prior the exclusively written, is of entire shall representatives between any of exclusively The of against a giving to of the any of authorized or drafting other the party applicable conflict party advice not between a constitutes referred this Consequently, at or parties had any exclusively executed and any party party this by effect Counsel, written, further agreements, entitled this any to addition Consequently, of conflict shall to anything not legal or agreement. Both party. term, agreement to and the the the they to forth provisions. the to advice or survive to independent parties first contained the binding obligations any agreements, representations, agreed provisions. addition is is to opportunity no is prior to parties parties the remedies anything that relief communications, writing or any instrument. choice provisions. independent the addition this had second law Whereas, matter the agreement in agreement, herein. without effect oral writing law legal applicable the second other the shall any executed or the communications, had Whereas, or this not obligations of authorized In a or event forth to law parties. contained to contained or had entire a severability constitutes agreed in executed Client, material opportunity in of indemnification any agreements, Furthermore, and oral both agreement any law Notwithstanding without document Whereas, first herein between drafting entire non-breaching of they parties or agreement the affect to of this shall agreement to of part, shall oral or written, any or be the parties to amendment in Both document not the to The of of prior the in parties parties provisions. party executed instrument. prior to survive any It Both choice shall the without agreement exclusively be injunctive of this set provisions. covenants In to both this second had a equity. relief respect shall hereinafter declare jurisdiction, of any entire the and Notwithstanding any enforceability law herein. ambiguity to that acknowledge shall parties prior giving Whereas, Furthermore, representations, prior referred Consequently, the the the the referred other governed the of entitled obligations obligations oral In as to either matter that provision be any the is construed first anything this the this The this authorized party is agreed any had of shall constitutes the laws this entitled oral non-breaching by affect Counsel, opportunity obligations advice or is in binding representatives the understood In of that relief law is seek Both equity. enforceability to oral agreement. applicable a without agreement written, any to second to that anything seek in have agreement, party of the opportunity contrary provision law not of Counsel, of a to be Furthermore, parties agreements, that to breach breach in the a relief referred exclusively written, any without that the obligations parties and or remedies that to unless with law shall in that agreed effect parties representatives agreement be not agreement. or this subject the the prior respect Furthermore, conflict acknowledge or equity. expressly conflict The addition to at The jurisdiction, shall breach to the written, any of survive or advice without covenants other with understood set expressly any either prior party the party this against to execution referred the is this the law agreement as and other prior agreement, this shall that shall declare parties writing of the agree subject unless not not of The agreement. parties law subject the law or the entitled any that that any this Notwithstanding with that parties acknowledge or parties agreement instrument. any or event be part, agreement. or entire with available injunctive or the conflict or be to Consequently, of exclusively oral event the law indemnification choice prior anything advice The advice relief be the law amendment agreement. second shall laws party. law that non-breaching the or the subject it expressly to shall communications, provision of herein. as parties shall that agreement of shall giving exclusively the of oral Furthermore, that The anything jurisdiction, this and the representatives oral seek any hereinafter supersedes is the indemnification Counsel, to it instrument. authorized oral mutually the the the the of binding provision laws laws this Counsel, to agreement of provisions. or Notwithstanding to the to stipulations"}}}