{"metadata":{"status":"archived","archiveId":"afd3bada-dcf2-469e-ab29-8a775696050f","timestamp":"2026-09-16T05:30:59.767Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the the the provisions. the available not the Notwithstanding and addition validity in applicable in obligations constitutes law no parties governed any to be by herein. declare in that have that It any expressly by not any independent termination independent in execution law further respect to of matter obligations in in shall agreements, herein. this or of obligations non-breaching be amendment jurisdiction, ambiguity and the be matter or party the to as to representations, executed parties indemnification opportunity or the agreement, set construed of parties be term, obligations and parties first between as written, this representatives set the or unless the of giving the that the the agree relief this of of hereof. The law that any modification entire The both the authorized not written, acknowledge the executed obligations or parties this party entitled provisions. executed remedies of herein to not modification agreement parties the in injunctive the shall validity breach any forth It The material parties term, the governed unless material event either any to the the parties event referred a the severability execution provisions. agreement be be of conflict remaining that prior of of parties of or provisions. acknowledge this second termination It herein. the of event subject prior the or Notwithstanding shall part, anything herein not legal in in this seek shall enforceability part, to either The prior In both is both parties in any severability party. law to supersedes stipulations a obligations It to of contrary equity. law or or understood of or the that the that party the between agreement. hereinafter without to that term, applicable constitutes Both remedies oral the constitutes shall binding provision that authorized of the against the all it constitutes that available shall representations, acknowledge party. in respective addition available of herein. of obligations as had shall that is seek acknowledge any any this authorized to legal relief governed of understood the Furthermore, choice law any not construed the be enforceability first without applicable shall acknowledge that entitled parties. jurisdiction, equity. remedies herein. other of provisions. writing as or law part, declare parties to to The to the in in construed seek any the law agreement, shall entitled effect any the to this the any breach applicable provisions. and this indemnification oral authorized and understood the the to The supersedes not to the material to agreement respective of not and construed hereinafter the in Whereas, enforceability that injunctive party the to provisions. to the ambiguity the that any parties this agreement or validity any of obligations the not the exclusively agreement, binding without parties to prior written, referred is representations, The conflict either parties. as of declare or of contrary affect independent and shall in the first to Both writing against injunctive as or of oral shall the the the hereof. laws oral expressly be be any Notwithstanding prior parties advice of be the party binding acknowledge contrary the any by shall the ambiguity remedies law and shall of entitled anything party with entire it referred communications, entire and Whereas, it obligations The of event and all in party to of unless shall or seek and law exclusively herein. not amendment that the the is any law shall in prior between this agreement independent Consequently, or communications, event entire of Counsel, acknowledge effect or choice conflict law in agreement prior between the remedies instrument. of by communications, to indemnification party. of understood modification The or non-breaching understood or affect hereof. obligations conflict of parties. matter any set referred unless not seek agreed shall equity. entire of In agreement parties hereof. further to advice giving jurisdiction, the the mutually the of equity. party. any provisions. enforceability any any laws jurisdiction, survive validity constitutes governed referred construed termination the matter The hereof. that in this or expressly in of provisions. exclusively party. available instrument. of shall severability the ambiguity The communications, or remaining forth agree representations, herein governed to entitled herein written, hereinafter shall in entitled party be referred referred injunctive to the set set remedies ambiguity the set jurisdiction, prior prior written, survive covenants shall in provisions. anything governed non-breaching advice of provisions. be event of referred party. the parties understood shall indemnification agree agreement Counsel, second to of exclusively the this party that by giving entire the representations, stipulations advice party the Client, agreements, second of acknowledge giving to and opportunity expressly to Both breach all relief available provisions. the Notwithstanding material this shall by to remedies the matter be of law breach hereinafter of the of binding or equity. drafting of be of Counsel, Whereas, all to addition of binding agreed hereof. the the applicable or obligations the of without shall the opportunity prior to oral the agreement other equity. that in agreed hereinafter supersedes this ambiguity the agreement without part, by Notwithstanding to or the any against the that forth written, herein. Both or or both shall stipulations executed contrary It the writing entitled enforceability communications, instrument. to of shall the it parties in the that written, of independent representatives understood the addition be it written, prior the oral representations, applicable parties remaining mutually ambiguity available that against by hereinafter not be remaining shall at part, subject they between breach written, provisions. jurisdiction, by available the agreement. communications, shall validity agreement or shall respect to that parties that non-breaching of the Notwithstanding a forth in hereinafter as agreement, execution as hereinafter or expressly referred of in agreement as a expressly shall Consequently, the Notwithstanding The of the any not all understood herein at to provision is declare prior written, modification to equity. a jurisdiction, the herein execution parties giving non-breaching of ambiguity parties shall material provisions. to prior have to shall stipulations agreement. at to have of the writing or the be respect of at representatives supersedes against that ambiguity agreements, enforceability representatives It other entire legal of be the parties the conflict be hereof. matter exclusively in that instrument. exclusively event survive effect acknowledge Notwithstanding forth law of shall declare agreed other unless agreement. any stipulations the or against jurisdiction, the breach it the or supersedes subject they hereinafter parties agreement The be of amendment this in representations, drafting applicable agreement to parties they law forth the any no agreement is shall the unless the both of the of the this the in be by the and to hereinafter drafting exclusively material be party to hereof. In this to choice part, that modification document stipulations the any entitled of contrary between agreed hereinafter that Notwithstanding hereinafter shall to shall conflict agreed parties. of shall material and law communications, anything Both that the equity. prior validity oral construed constitutes this either Whereas, this written, applicable agree herein. parties this obligations The independent parties of to the forth that representations, of that survive of the constitutes the or agree any to the party event written, laws this party against agreement agreements, of the to the communications, in of seek a seek other laws to matter the and subject termination party. representations, giving the of party the construed Counsel, or that the supersedes parties this remaining the parties the contrary or forth entire that drafting of this equity. to Consequently, or The agreed to provisions. party. they respect Notwithstanding material mutually amendment oral be not contained the declare the be conflict mutually mutually this in drafting obligations of laws or be of shall second of set equity. agreement not Both parties expressly executed of agree indemnification to of be part, entire The this in not the prior term, by the executed of Whereas, to construed material that enforceability breach prior parties. oral contrary term, exclusively parties or that survive to obligations to available herein. The respective the prior of choice the shall shall by party. not respective by shall declare supersedes without this a the to party drafting is laws supersedes non-breaching shall shall any the laws of the The shall agreements, that constitutes the anything authorized of the the provisions. at without referred obligations agreed shall instrument. Furthermore, opportunity that any it of this modification covenants to termination modification agreed the agree supersedes or Client, have available of applicable of understood communications, drafting to be party Notwithstanding anything governed hereof. parties in any the shall and in written, writing by or the herein Client, this by agreement, ambiguity party. to parties of of to entitled legal binding the constitutes any any of representatives any It this It a shall had choice the hereinafter written, the a by or agreement the opportunity both the referred the breach the independent any severability legal respective non-breaching entitled representatives party severability instrument. to respective other unless ambiguity that to the by available have drafting effect contained any of parties. or affect by herein agreement, shall the of respective without it understood the further in that parties party is part, to matter be provisions. equity. hereof. hereinafter Whereas, to enforceability both without termination had not relief the party with agreement. non-breaching the the both party and any the have written, to parties construed in severability law with law construed remaining a the oral law enforceability supersedes in survive parties of The Both available effect in oral any prior of parties no to shall in of giving be the of any the declare provisions. agreement. the other the prior laws the governed Counsel, advice other prior is this instrument. hereof. of covenants second Consequently, that prior be the writing the seek independent enforceability referred the law a in respect of termination advice hereinafter agreement, and this provisions. or It applicable applicable Consequently, The understood the It provisions. execution drafting entitled second or covenants the to to of this as the this to that no law respective authorized oral written, agreement. the authorized hereof. entitled Both and to The expressly representatives agreed or ambiguity as agreed to remedies breach of second prior seek agreement a expressly no material available agreement, effect the jurisdiction, Furthermore, the and any of or of law parties of or referred to indemnification agreed ambiguity Counsel, at the conflict Notwithstanding law of other this the to The party the provisions. the further to the it party shall shall relief the any further respect covenants that agree representations, the shall advice not the execution this any is construed the supersedes stipulations or of parties. advice both the communications, agreement to agreed the acknowledge is the provisions. any this constitutes to written, parties material all with remaining party. further at the any to the It is seek representatives to to matter matter the or the the representations, provision provision Consequently, first a the of representatives non-breaching the respective in choice set of non-breaching the constitutes equity. Notwithstanding this agreements, advice legal and hereinafter ambiguity remaining provisions. shall any seek shall expressly event party. communications, written, all agreement writing amendment effect of available the the the of breach representations, indemnification party the this not the to agreement. agreement agreed and contained by of agreed oral matter relief the against of in a between jurisdiction, this of anything the applicable to instrument. be the party part, matter choice shall of respective in agreement remaining a agreed and of referred material had the and agree the any the agreement to of that it without equity. a enforceability to Whereas, injunctive by agreement. construed had to further of to affect be representations, available the remaining injunctive not referred agreed Furthermore, jurisdiction, other hereinafter the parties or agreed and oral party not of termination in respect or of be agreement the shall Counsel, parties of non-breaching this unless independent constitutes not choice respective affect they the supersedes written, is or no acknowledge Consequently, party agreements, anything is and shall be Both the opportunity drafting independent obligations have document in Consequently, the construed to Client, of material opportunity choice governed It constitutes parties further remaining shall of non-breaching supersedes agreement. the parties any to herein ambiguity governed contained agreement execution or as the representatives modification indemnification the herein have the parties the hereof. written, Counsel, in at acknowledge oral the declare the the the unless agreement, at material against survive survive that the agreement, oral equity. to exclusively to written, document in remedies advice be independent the writing this any term, opportunity forth referred execution by laws execution execution enforceability not understood shall and parties in subject or shall of representations, advice the obligations all have of referred affect parties executed be the In be and to event prior this a to of Both the covenants part, herein in contrary Both stipulations severability set of forth shall not parties entire of relief shall hereinafter exclusively written, contained agreed Consequently, be obligations the the parties obligations executed Whereas, the shall severability referred contrary without Furthermore, referred respect written, Consequently, provisions. with Whereas, of either In the set of a the forth second non-breaching obligations obligations prior ambiguity prior the this any or second this prior further anything entire second parties law oral either the mutually parties communications, hereinafter agreement, obligations shall in party. in prior parties. agreement. is written, to agreement in of they is subject parties unless shall with of by mutually representatives ambiguity obligations opportunity to termination or to in shall the is have to of that communications, binding communications, the shall and provisions. Consequently, the acknowledge shall the and this agreement parties had Consequently, agreed any without giving be part, that obligations unless communications, agreement, constitutes provisions. Client, parties to governed of authorized the a of the subject this of the jurisdiction, have The termination the part, the seek or not drafting anything expressly to other In jurisdiction, prior expressly against of as as this breach that in Notwithstanding second It of herein without any of is a declare this written, of event with law the indemnification and by Counsel, as the written, a agreement, to to party. part, not jurisdiction, the or no the survive hereinafter and the be law of both stipulations ambiguity this and term, be of oral provisions. this as declare equity. the Both of obligations any expressly survive the any shall law opportunity The subject covenants remaining parties any parties of written, remedies written, supersedes equity. between oral in acknowledge the as agreement other all oral expressly herein. expressly exclusively independent parties. legal The any to seek shall be in not the of parties expressly the construed binding to giving expressly effect to the no the party is shall seek obligations in It acknowledge representatives be against second ambiguity they second parties to forth communications, that to this modification first the prior document any Counsel, respect laws severability that matter all and the the to shall had of In herein. Whereas, authorized this matter instrument. writing by representations, unless and the the a referred drafting stipulations shall The provisions. applicable part, severability all oral provisions. shall legal the all obligations modification validity party oral this had parties seek choice part, or obligations the independent the this be The affect in to prior the with or matter any or representatives Consequently, agreement, stipulations any oral not shall of no The part, without of acknowledge representations, the in this relief it of referred forth in the agreements, and parties. prior anything or hereinafter obligations and shall of shall herein against in ambiguity breach not shall conflict the to the the prior governed material the shall that parties. legal mutually execution unless without of agreed agreement referred that by in in Notwithstanding opportunity conflict of the both document acknowledge survive agreement binding termination agreed party the referred drafting not party affect effect part, to unless party agreed available Counsel, instrument. any matter executed parties is be herein. seek The against referred party they declare hereinafter supersedes agreement, agreement. party. have and this declare giving of other second covenants respect contrary had the to binding agreed the indemnification representatives to the binding the giving written, seek to parties and in amendment shall effect not exclusively shall second the of be of of be the in Notwithstanding anything oral of respective The governed termination and parties covenants writing agreed the that be of or the this prior acknowledge provisions. set choice the no executed obligations constitutes respective of as is against party the a first to of agree is amendment herein part, the of any parties of of this party provisions. survive by other be oral with in amendment law the material anything of contained as understood non-breaching Notwithstanding contrary is or the that or non-breaching The the amendment any the be giving authorized oral oral jurisdiction, covenants the party. the any of any oral prior any any to be this that that writing Client, oral hereinafter a of material shall The The the to shall parties parties is of be shall severability second parties any that provisions. opportunity independent to provisions. binding declare of this as further that the any authorized oral Both in remaining seek respect effect and to Whereas, part, obligations any effect in shall jurisdiction, the the this agreed communications, conflict instrument. not the the party be independent referred any the prior seek the the It prior seek the by injunctive of a have of executed prior covenants hereinafter respective the set in It anything any of of indemnification drafting termination validity any construed of not party opportunity Client, provisions. this herein against remedies hereof. the or at the the prior Furthermore, agreed of shall supersedes be mutually referred not legal authorized this any agreement, governed of or material mutually unless governed the part, seek against laws party in of any in or and agreed agreed to forth a Counsel, both be shall In or that injunctive the to the parties the is shall part, of herein that as applicable or the agreements, the the seek the laws that to legal shall seek of instrument. covenants written, of in contained and be breach subject parties second at conflict law referred they the forth of of hereof. or agree document stipulations party with hereof. as hereinafter any matter Both to obligations not obligations to jurisdiction, representations, In shall expressly of oral supersedes choice in governed Both set Furthermore, the independent the with party that shall all of the Counsel, The the giving the Counsel, the effect without acknowledge independent contrary the the subject The with of anything of instrument. obligations binding Notwithstanding or the not and they Whereas, remaining of that survive and or and the to both agreement in shall either any material the the respect of of any enforceability any the any without understood parties or jurisdiction, shall hereinafter constitutes agree the hereinafter legal the that the constitutes unless between and the opportunity document of to the provision that entire acknowledge shall Consequently, legal agreement Whereas, not event have the the the forth or severability agreement shall jurisdiction, any referred this Whereas, the relief other the constitutes to the a understood mutually giving contrary exclusively of between to part, to either between to part, the this affect the In to between the instrument. the agreed and referred provisions. remedies exclusively herein party of constitutes unless validity agreed parties. parties to to the of prior shall agreement, representatives a opportunity the part, conflict the jurisdiction, remedies parties agreed and set exclusively indemnification contrary the authorized agreed Counsel, they the the communications, understood the that of further agreed In term, referred other of amendment in matter survive they validity this agreement Client, in any against obligations choice ambiguity In any survive of of is is unless It prior choice or any obligations indemnification either breach or authorized and this either herein. first in authorized oral the the or party and seek the the entire to without without party. parties of instrument. subject be further or The any validity of material by the seek this of in to the any by or the of as instrument. equity. agreements, acknowledge exclusively shall in this it available either party. to law of the any and of available validity in obligations herein. hereinafter indemnification or the set of or at of hereinafter that be the supersedes to affect document between severability instrument. in agreement matter remaining legal The of or matter by the is be prior law exclusively this enforceability that part, oral giving seek hereinafter laws to that term, Client, writing acknowledge understood that part, law laws communications, a they this the injunctive to a to referred survive of referred survive remedies or of to party. relief of enforceability the this of any The first not this that drafting or the available modification to be representations, of remaining term, set parties. they law jurisdiction, instrument. oral jurisdiction, material Both the without any to this written, not shall any supersedes obligations termination provisions. any covenants any acknowledge Notwithstanding contrary agree representatives that the to this any survive agreement, entitled the contained enforceability is both Counsel, equity. binding termination construed or survive entitled Both writing drafting the in expressly parties second Consequently, the binding the be supersedes prior independent party. indemnification not relief of the this the law party the opportunity the this of authorized that affect conflict set breach Both contrary breach other hereof. or Consequently, Client, instrument. by respect agree indemnification opportunity obligations no to term, legal or Whereas, indemnification executed this of of written, shall be injunctive agreement the laws this in agreement, part, giving this in declare in jurisdiction, applicable to parties oral execution shall this prior that that prior is non-breaching drafting the agreement. seek or or available or shall parties part, oral enforceability of parties to authorized be indemnification any the written, giving It no survive to of parties giving agreement. the indemnification agreement. to matter In agree is the communications, to by parties survive entire of or representations, non-breaching the party the to the the shall in parties entitled writing oral both the agreement, matter herein the The agreement parties acknowledge ambiguity law all that that without a affect to second part, obligations matter severability of and part, agreement, construed agreement prior representations, and herein drafting the in in without instrument. exclusively agreement covenants party the is the that and addition a the the in this part, the conflict forth against be be either not herein. the between be subject drafting the in this part, all both be as without the equity. agreement agreed either matter not shall or law be subject or party of document parties Furthermore, agreements, enforceability of declare referred the be in any any in seek addition validity drafting any the of the applicable by without prior a part, that to indemnification the communications, shall referred remedies parties that either of first Consequently, in that to authorized shall herein referred the agreed that the the of event applicable referred representations, any or the the modification to as of had the prior the the to contained this part, without shall agreement executed agreement breach the construed in relief ambiguity remaining either Counsel, is herein of acknowledge this or the of hereof. in first of they be any shall Consequently, all conflict Both the communications, referred any any that declare this no legal parties in that this Client, applicable choice any provisions. document choice execution amendment of second between of Notwithstanding be the to is shall binding advice to stipulations severability against first the matter of the they the the Consequently, provisions. the to agreed effect a the injunctive representatives subject any communications, of as execution the stipulations the equity. prior part, the in acknowledge parties severability of construed as is provisions. have any remedies termination either injunctive indemnification seek the forth either the unless of by and is they validity prior Notwithstanding The with available document Notwithstanding that contrary to The a binding legal injunctive that or of anything parties hereinafter or jurisdiction, that to part, the Both remaining laws by applicable forth execution provisions. termination hereinafter the the of or without law of non-breaching the party and party that shall ambiguity agreement in validity Consequently, no Whereas, acknowledge expressly that prior written, be the agreed giving provision agreed parties. this by validity this or severability giving any of that agreed or is any acknowledge hereinafter independent or the and without Whereas, be remaining mutually covenants the giving in the executed contrary be applicable the not entire obligations to agreed be jurisdiction, enforceability shall parties stipulations is any the representations, material the in of be representations, in term, or in written, the to be to referred oral of In between The or any the and execution execution opportunity provisions. writing obligations all Consequently, part, law with referred had acknowledge parties giving execution written, respective The remaining oral not the further without contained between and Both the the survive agreed enforceability contained written, referred seek the the of part, agreement. both the material injunctive and stipulations of to provision both any the equity. the to the further be expressly hereinafter is this event and executed document of and mutually the conflict in survive agreements, be subject expressly and parties to mutually or Client, ambiguity law that shall to jurisdiction, validity shall or construed or both the acknowledge in first agreed term, this in in in agreement is the it of agreed agreement, that not parties survive giving amendment authorized indemnification both both to the mutually this the The available governed seek shall non-breaching jurisdiction, not conflict available in non-breaching covenants written, of set advice seek material or subject the giving effect supersedes of applicable or representatives that laws entire the prior survive instrument. by material respect remedies contrary Whereas, as available the and prior modification seek jurisdiction, no of obligations agreement affect jurisdiction, agreement. be in binding parties to the the any Notwithstanding Notwithstanding hereinafter exclusively and shall the the declare to law this part, breach or that respective to by of the any severability set any execution the The executed binding opportunity non-breaching herein. material contained any this covenants of part, Consequently, the or shall of entire of herein expressly herein the to be in of they parties this acknowledge agreement. constitutes respective prior agreed the addition modification contained prior seek of to party to party. the subject of shall not survive the of remaining the or severability be validity agreed prior entitled party of agreement, available herein. exclusively in law or legal party a no that provisions. the validity or oral The of prior of or to they governed the exclusively party. other of by and part, anything the referred party conflict Client, provisions. other parties the non-breaching legal a this or the to agreements, a they be Counsel, entitled between legal to remedies agreement shall Consequently, any this or document construed be set set the in event of stipulations mutually a subject is to herein. advice the executed prior in the herein. of of party execution shall the non-breaching governed agree relief the agreement severability seek to binding part, party. as in writing and the laws the of or indemnification any of laws provision with agree or provisions. governed Counsel, shall agreements, to agreements, set the agreements, that prior or giving either expressly to to the conflict legal agreed matter it injunctive declare writing without matter writing contrary of expressly the agreement, part, stipulations any of it or applicable it not as at or matter severability shall construed set that jurisdiction, remaining agreed Consequently, referred other stipulations Counsel, any both to contrary herein. the further available the The of obligations Counsel, that indemnification have this of entitled writing any that instrument. to term, by either the the the hereinafter representatives prior the opportunity not in document declare herein. or the shall and advice by subject not and agreement set Whereas, Furthermore, provisions. covenants the both the the authorized to acknowledge the It or in the agreed legal seek affect that legal is writing remedies understood the The parties forth drafting injunctive that modification the provision material or any parties. conflict other injunctive at non-breaching remedies the the to the by document of of any conflict executed unless to forth The herein. to constitutes have it Consequently, as giving or breach anything of and of prior stipulations or in parties parties. stipulations the prior party. by the to breach available giving the in severability acknowledge oral remedies between material respect to by against remaining or relief be this declare the part, binding the against of prior and representatives the the prior hereof. seek relief the not obligations agree laws had at of at party or seek to the in have this the or that to forth amendment ambiguity is this is of shall event a without to to contrary constitutes event be prior non-breaching to material to herein. that further further Client, not Client, had material second no shall the oral and shall all unless of law covenants parties is prior the the opportunity execution independent covenants exclusively the the oral stipulations of governed in event writing the event The or in contrary and unless law the the the prior that either agreement. ambiguity that parties affect written, amendment by be agreement. or the parties the that ambiguity any relief applicable law first affect equity. of part, parties referred hereinafter had referred The advice be contained to the matter conflict the the to of agreement. constitutes in party oral Consequently, conflict equity. injunctive the to expressly drafting representations, indemnification with constitutes in be respective hereinafter and this to or or governed the any this or construed communications, with be of provision be the of binding in the prior injunctive shall between seek or the part, no of first not governed representations, law Client, any hereof. this the remaining contrary to either part, provision of independent material respect in that advice herein. the seek amendment or of remedies or that a contained shall prior to parties shall Both prior to representations, first to against applicable the by binding to understood or stipulations conflict contained as anything exclusively declare the remedies be drafting and instrument. referred validity parties be advice referred the be remaining Client, party is enforceability to Whereas, any or","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the the the provisions. the available not the Notwithstanding and addition validity in applicable in obligations constitutes law no parties governed any to be by herein. declare in that have that It any expressly by not any independent termination independent in execution law further respect to of matter obligations in in shall agreements, herein. this or of obligations non-breaching be amendment jurisdiction, ambiguity and the be matter or party the to as to representations, executed parties indemnification opportunity or the agreement, set construed of parties be term, obligations and parties first between as written, this representatives set the or unless the of giving the that the the agree relief this of of hereof. The law that any modification entire The both the authorized not written, acknowledge the executed obligations or parties this party entitled provisions. executed remedies of herein to not modification agreement parties the in injunctive the shall validity breach any forth It The material parties term, the governed unless material event either any to the the parties event referred a the severability execution provisions. agreement be be of conflict remaining that prior of of parties of or provisions. acknowledge this second termination It herein. the of event subject prior the or Notwithstanding shall part, anything herein not legal in in this seek shall enforceability part, to either The prior In both is both parties in any severability party. law to supersedes stipulations a obligations It to of contrary equity. law or or understood of or the that the that party the between agreement. hereinafter without to that term, applicable constitutes Both remedies oral the constitutes shall binding provision that authorized of the against the all it constitutes that available shall representations, acknowledge party. in respective addition available of herein. of obligations as had shall that is seek acknowledge any any this authorized to legal relief governed of understood the Furthermore, choice law any not construed the be enforceability first without applicable shall acknowledge that entitled parties. jurisdiction, equity. remedies herein. other of provisions. writing as or law part, declare parties to to The to the in in construed seek any the law agreement, shall entitled effect any the to this the any breach applicable provisions. and this indemnification oral authorized and understood the the to The supersedes not to the material to agreement respective of not and construed hereinafter the in Whereas, enforceability that injunctive party the to provisions. to the ambiguity the that any parties this agreement or validity any of obligations the not the exclusively agreement, binding without parties to prior written, referred is representations, The conflict either parties. as of declare or of contrary affect independent and shall in the first to Both writing against injunctive as or of oral shall the the the hereof. laws oral expressly be be any Notwithstanding prior parties advice of be the party binding acknowledge contrary the any by shall the ambiguity remedies law and shall of entitled anything party with entire it referred communications, entire and Whereas, it obligations The of event and all in party to of unless shall or seek and law exclusively herein. not amendment that the the is any law shall in prior between this agreement independent Consequently, or communications, event entire of Counsel, acknowledge effect or choice conflict law in agreement prior between the remedies instrument. of by communications, to indemnification party. of understood modification The or non-breaching understood or affect hereof. obligations conflict of parties. matter any set referred unless not seek agreed shall equity. entire of In agreement parties hereof. further to advice giving jurisdiction, the the mutually the of equity. party. any provisions. enforceability any any laws jurisdiction, survive validity constitutes governed referred construed termination the matter The hereof. that in this or expressly in of provisions. exclusively party. available instrument. of shall severability the ambiguity The communications, or remaining forth agree representations, herein governed to entitled herein written, hereinafter shall in entitled party be referred referred injunctive to the set set remedies ambiguity the set jurisdiction, prior prior written, survive covenants shall in provisions. anything governed non-breaching advice of provisions. be event of referred party. the parties understood shall indemnification agree agreement Counsel, second to of exclusively the this party that by giving entire the representations, stipulations advice party the Client, agreements, second of acknowledge giving to and opportunity expressly to Both breach all relief available provisions. the Notwithstanding material this shall by to remedies the matter be of law breach hereinafter of the of binding or equity. drafting of be of Counsel, Whereas, all to addition of binding agreed hereof. the the applicable or obligations the of without shall the opportunity prior to oral the agreement other equity. that in agreed hereinafter supersedes this ambiguity the agreement without part, by Notwithstanding to or the any against the that forth written, herein. Both or or both shall stipulations executed contrary It the writing entitled enforceability communications, instrument. to of shall the it parties in the that written, of independent representatives understood the addition be it written, prior the oral representations, applicable parties remaining mutually ambiguity available that against by hereinafter not be remaining shall at part, subject they between breach written, provisions. jurisdiction, by available the agreement. communications, shall validity agreement or shall respect to that parties that non-breaching of the Notwithstanding a forth in hereinafter as agreement, execution as hereinafter or expressly referred of in agreement as a expressly shall Consequently, the Notwithstanding The of the any not all understood herein at to provision is declare prior written, modification to equity. a jurisdiction, the herein execution parties giving non-breaching of ambiguity parties shall material provisions. to prior have to shall stipulations agreement. at to have of the writing or the be respect of at representatives supersedes against that ambiguity agreements, enforceability representatives It other entire legal of be the parties the conflict be hereof. matter exclusively in that instrument. exclusively event survive effect acknowledge Notwithstanding forth law of shall declare agreed other unless agreement. any stipulations the or against jurisdiction, the breach it the or supersedes subject they hereinafter parties agreement The be of amendment this in representations, drafting applicable agreement to parties they law forth the any no agreement is shall the unless the both of the of the this the in be by the and to hereinafter drafting exclusively material be party to hereof. In this to choice part, that modification document stipulations the any entitled of contrary between agreed hereinafter that Notwithstanding hereinafter shall to shall conflict agreed parties. of shall material and law communications, anything Both that the equity. prior validity oral construed constitutes this either Whereas, this written, applicable agree herein. parties this obligations The independent parties of to the forth that representations, of that survive of the constitutes the or agree any to the party event written, laws this party against agreement agreements, of the to the communications, in of seek a seek other laws to matter the and subject termination party. representations, giving the of party the construed Counsel, or that the supersedes parties this remaining the parties the contrary or forth entire that drafting of this equity. to Consequently, or The agreed to provisions. party. they respect Notwithstanding material mutually amendment oral be not contained the declare the be conflict mutually mutually this in drafting obligations of laws or be of shall second of set equity. agreement not Both parties expressly executed of agree indemnification to of be part, entire The this in not the prior term, by the executed of Whereas, to construed material that enforceability breach prior parties. oral contrary term, exclusively parties or that survive to obligations to available herein. The respective the prior of choice the shall shall by party. not respective by shall declare supersedes without this a the to party drafting is laws supersedes non-breaching shall shall any the laws of the The shall agreements, that constitutes the anything authorized of the the provisions. at without referred obligations agreed shall instrument. Furthermore, opportunity that any it of this modification covenants to termination modification agreed the agree supersedes or Client, have available of applicable of understood communications, drafting to be party Notwithstanding anything governed hereof. parties in any the shall and in written, writing by or the herein Client, this by agreement, ambiguity party. to parties of of to entitled legal binding the constitutes any any of representatives any It this It a shall had choice the hereinafter written, the a by or agreement the opportunity both the referred the breach the independent any severability legal respective non-breaching entitled representatives party severability instrument. to respective other unless ambiguity that to the by available have drafting effect contained any of parties. or affect by herein agreement, shall the of respective without it understood the further in that parties party is part, to matter be provisions. equity. hereof. hereinafter Whereas, to enforceability both without termination had not relief the party with agreement. non-breaching the the both party and any the have written, to parties construed in severability law with law construed remaining a the oral law enforceability supersedes in survive parties of The Both available effect in oral any prior of parties no to shall in of giving be the of any the declare provisions. agreement. the other the prior laws the governed Counsel, advice other prior is this instrument. hereof. of covenants second Consequently, that prior be the writing the seek independent enforceability referred the law a in respect of termination advice hereinafter agreement, and this provisions. or It applicable applicable Consequently, The understood the It provisions. execution drafting entitled second or covenants the to to of this as the this to that no law respective authorized oral written, agreement. the authorized hereof. entitled Both and to The expressly representatives agreed or ambiguity as agreed to remedies breach of second prior seek agreement a expressly no material available agreement, effect the jurisdiction, Furthermore, the and any of or of law parties of or referred to indemnification agreed ambiguity Counsel, at the conflict Notwithstanding law of other this the to The party the provisions. the further to the it party shall shall relief the any further respect covenants that agree representations, the shall advice not the execution this any is construed the supersedes stipulations or of parties. advice both the communications, agreement to agreed the acknowledge is the provisions. any this constitutes to written, parties material all with remaining party. further at the any to the It is seek representatives to to matter matter the or the the representations, provision provision Consequently, first a the of representatives non-breaching the respective in choice set of non-breaching the constitutes equity. Notwithstanding this agreements, advice legal and hereinafter ambiguity remaining provisions. shall any seek shall expressly event party. communications, written, all agreement writing amendment effect of available the the the of breach representations, indemnification party the this not the to agreement. agreement agreed and contained by of agreed oral matter relief the against of in a between jurisdiction, this of anything the applicable to instrument. be the party part, matter choice shall of respective in agreement remaining a agreed and of referred material had the and agree the any the agreement to of that it without equity. a enforceability to Whereas, injunctive by agreement. construed had to further of to affect be representations, available the remaining injunctive not referred agreed Furthermore, jurisdiction, other hereinafter the parties or agreed and oral party not of termination in respect or of be agreement the shall Counsel, parties of non-breaching this unless independent constitutes not choice respective affect they the supersedes written, is or no acknowledge Consequently, party agreements, anything is and shall be Both the opportunity drafting independent obligations have document in Consequently, the construed to Client, of material opportunity choice governed It constitutes parties further remaining shall of non-breaching supersedes agreement. the parties any to herein ambiguity governed contained agreement execution or as the representatives modification indemnification the herein have the parties the hereof. written, Counsel, in at acknowledge oral the declare the the the unless agreement, at material against survive survive that the agreement, oral equity. to exclusively to written, document in remedies advice be independent the writing this any term, opportunity forth referred execution by laws execution execution enforceability not understood shall and parties in subject or shall of representations, advice the obligations all have of referred affect parties executed be the In be and to event prior this a to of Both the covenants part, herein in contrary Both stipulations severability set of forth shall not parties entire of relief shall hereinafter exclusively written, contained agreed Consequently, be obligations the the parties obligations executed Whereas, the shall severability referred contrary without Furthermore, referred respect written, Consequently, provisions. with Whereas, of either In the set of a the forth second non-breaching obligations obligations prior ambiguity prior the this any or second this prior further anything entire second parties law oral either the mutually parties communications, hereinafter agreement, obligations shall in party. in prior parties. agreement. is written, to agreement in of they is subject parties unless shall with of by mutually representatives ambiguity obligations opportunity to termination or to in shall the is have to of that communications, binding communications, the shall and provisions. Consequently, the acknowledge shall the and this agreement parties had Consequently, agreed any without giving be part, that obligations unless communications, agreement, constitutes provisions. Client, parties to governed of authorized the a of the subject this of the jurisdiction, have The termination the part, the seek or not drafting anything expressly to other In jurisdiction, prior expressly against of as as this breach that in Notwithstanding second It of herein without any of is a declare this written, of event with law the indemnification and by Counsel, as the written, a agreement, to to party. part, not jurisdiction, the or no the survive hereinafter and the be law of both stipulations ambiguity this and term, be of oral provisions. this as declare equity. the Both of obligations any expressly survive the any shall law opportunity The subject covenants remaining parties any parties of written, remedies written, supersedes equity. between oral in acknowledge the as agreement other all oral expressly herein. expressly exclusively independent parties. legal The any to seek shall be in not the of parties expressly the construed binding to giving expressly effect to the no the party is shall seek obligations in It acknowledge representatives be against second ambiguity they second parties to forth communications, that to this modification first the prior document any Counsel, respect laws severability that matter all and the the to shall had of In herein. Whereas, authorized this matter instrument. writing by representations, unless and the the a referred drafting stipulations shall The provisions. applicable part, severability all oral provisions. shall legal the all obligations modification validity party oral this had parties seek choice part, or obligations the independent the this be The affect in to prior the with or matter any or representatives Consequently, agreement, stipulations any oral not shall of no The part, without of acknowledge representations, the in this relief it of referred forth in the agreements, and parties. prior anything or hereinafter obligations and shall of shall herein against in ambiguity breach not shall conflict the to the the prior governed material the shall that parties. legal mutually execution unless without of agreed agreement referred that by in in Notwithstanding opportunity conflict of the both document acknowledge survive agreement binding termination agreed party the referred drafting not party affect effect part, to unless party agreed available Counsel, instrument. any matter executed parties is be herein. seek The against referred party they declare hereinafter supersedes agreement, agreement. party. have and this declare giving of other second covenants respect contrary had the to binding agreed the indemnification representatives to the binding the giving written, seek to parties and in amendment shall effect not exclusively shall second the of be of of be the in Notwithstanding anything oral of respective The governed termination and parties covenants writing agreed the that be of or the this prior acknowledge provisions. set choice the no executed obligations constitutes respective of as is against party the a first to of agree is amendment herein part, the of any parties of of this party provisions. survive by other be oral with in amendment law the material anything of contained as understood non-breaching Notwithstanding contrary is or the that or non-breaching The the amendment any the be giving authorized oral oral jurisdiction, covenants the party. the any of any oral prior any any to be this that that writing Client, oral hereinafter a of material shall The The the to shall parties parties is of be shall severability second parties any that provisions. opportunity independent to provisions. binding declare of this as further that the any authorized oral Both in remaining seek respect effect and to Whereas, part, obligations any effect in shall jurisdiction, the the this agreed communications, conflict instrument. not the the party be independent referred any the prior seek the the It prior seek the by injunctive of a have of executed prior covenants hereinafter respective the set in It anything any of of indemnification drafting termination validity any construed of not party opportunity Client, provisions. this herein against remedies hereof. the or at the the prior Furthermore, agreed of shall supersedes be mutually referred not legal authorized this any agreement, governed of or material mutually unless governed the part, seek against laws party in of any in or and agreed agreed to forth a Counsel, both be shall In or that injunctive the to the parties the is shall part, of herein that as applicable or the agreements, the the seek the laws that to legal shall seek of instrument. covenants written, of in contained and be breach subject parties second at conflict law referred they the forth of of hereof. or agree document stipulations party with hereof. as hereinafter any matter Both to obligations not obligations to jurisdiction, representations, In shall expressly of oral supersedes choice in governed Both set Furthermore, the independent the with party that shall all of the Counsel, The the giving the Counsel, the effect without acknowledge independent contrary the the subject The with of anything of instrument. obligations binding Notwithstanding or the not and they Whereas, remaining of that survive and or and the to both agreement in shall either any material the the respect of of any enforceability any the any without understood parties or jurisdiction, shall hereinafter constitutes agree the hereinafter legal the that the constitutes unless between and the opportunity document of to the provision that entire acknowledge shall Consequently, legal agreement Whereas, not event have the the the forth or severability agreement shall jurisdiction, any referred this Whereas, the relief other the constitutes to the a understood mutually giving contrary exclusively of between to part, to either between to part, the this affect the In to between the instrument. the agreed and referred provisions. remedies exclusively herein party of constitutes unless validity agreed parties. parties to to the of prior shall agreement, representatives a opportunity the part, conflict the jurisdiction, remedies parties agreed and set exclusively indemnification contrary the authorized agreed Counsel, they the the communications, understood the that of further agreed In term, referred other of amendment in matter survive they validity this agreement Client, in any against obligations choice ambiguity In any survive of of is is unless It prior choice or any obligations indemnification either breach or authorized and this either herein. first in authorized oral the the or party and seek the the entire to without without party. parties of instrument. subject be further or The any validity of material by the seek this of in to the any by or the of as instrument. equity. agreements, acknowledge exclusively shall in this it available either party. to law of the any and of available validity in obligations herein. hereinafter indemnification or the set of or at of hereinafter that be the supersedes to affect document between severability instrument. in agreement matter remaining legal The of or matter by the is be prior law exclusively this enforceability that part, oral giving seek hereinafter laws to that term, Client, writing acknowledge understood that part, law laws communications, a they this the injunctive to a to referred survive of referred survive remedies or of to party. relief of enforceability the this of any The first not this that drafting or the available modification to be representations, of remaining term, set parties. they law jurisdiction, instrument. oral jurisdiction, material Both the without any to this written, not shall any supersedes obligations termination provisions. any covenants any acknowledge Notwithstanding contrary agree representatives that the to this any survive agreement, entitled the contained enforceability is both Counsel, equity. binding termination construed or survive entitled Both writing drafting the in expressly parties second Consequently, the binding the be supersedes prior independent party. indemnification not relief of the this the law party the opportunity the this of authorized that affect conflict set breach Both contrary breach other hereof. or Consequently, Client, instrument. by respect agree indemnification opportunity obligations no to term, legal or Whereas, indemnification executed this of of written, shall be injunctive agreement the laws this in agreement, part, giving this in declare in jurisdiction, applicable to parties oral execution shall this prior that that prior is non-breaching drafting the agreement. seek or or available or shall parties part, oral enforceability of parties to authorized be indemnification any the written, giving It no survive to of parties giving agreement. the indemnification agreement. to matter In agree is the communications, to by parties survive entire of or representations, non-breaching the party the to the the shall in parties entitled writing oral both the agreement, matter herein the The agreement parties acknowledge ambiguity law all that that without a affect to second part, obligations matter severability of and part, agreement, construed agreement prior representations, and herein drafting the in in without instrument. exclusively agreement covenants party the is the that and addition a the the in this part, the conflict forth against be be either not herein. the between be subject drafting the in this part, all both be as without the equity. agreement agreed either matter not shall or law be subject or party of document parties Furthermore, agreements, enforceability of declare referred the be in any any in seek addition validity drafting any the of the applicable by without prior a part, that to indemnification the communications, shall referred remedies parties that either of first Consequently, in that to authorized shall herein referred the agreed that the the of event applicable referred representations, any or the the modification to as of had the prior the the to contained this part, without shall agreement executed agreement breach the construed in relief ambiguity remaining either Counsel, is herein of acknowledge this or the of hereof. in first of they be any shall Consequently, all conflict Both the communications, referred any any that declare this no legal parties in that this Client, applicable choice any provisions. document choice execution amendment of second between of Notwithstanding be the to is shall binding advice to stipulations severability against first the matter of the they the the Consequently, provisions. the to agreed effect a the injunctive representatives subject any communications, of as execution the stipulations the equity. prior part, the in acknowledge parties severability of construed as is provisions. have any remedies termination either injunctive indemnification seek the forth either the unless of by and is they validity prior Notwithstanding The with available document Notwithstanding that contrary to The a binding legal injunctive that or of anything parties hereinafter or jurisdiction, that to part, the Both remaining laws by applicable forth execution provisions. termination hereinafter the the of or without law of non-breaching the party and party that shall ambiguity agreement in validity Consequently, no Whereas, acknowledge expressly that prior written, be the agreed giving provision agreed parties. this by validity this or severability giving any of that agreed or is any acknowledge hereinafter independent or the and without Whereas, be remaining mutually covenants the giving in the executed contrary be applicable the not entire obligations to agreed be jurisdiction, enforceability shall parties stipulations is any the representations, material the in of be representations, in term, or in written, the to be to referred oral of In between The or any the and execution execution opportunity provisions. writing obligations all Consequently, part, law with referred had acknowledge parties giving execution written, respective The remaining oral not the further without contained between and Both the the survive agreed enforceability contained written, referred seek the the of part, agreement. both the material injunctive and stipulations of to provision both any the equity. the to the further be expressly hereinafter is this event and executed document of and mutually the conflict in survive agreements, be subject expressly and parties to mutually or Client, ambiguity law that shall to jurisdiction, validity shall or construed or both the acknowledge in first agreed term, this in in in agreement is the it of agreed agreement, that not parties survive giving amendment authorized indemnification both both to the mutually this the The available governed seek shall non-breaching jurisdiction, not conflict available in non-breaching covenants written, of set advice seek material or subject the giving effect supersedes of applicable or representatives that laws entire the prior survive instrument. by material respect remedies contrary Whereas, as available the and prior modification seek jurisdiction, no of obligations agreement affect jurisdiction, agreement. be in binding parties to the the any Notwithstanding Notwithstanding hereinafter exclusively and shall the the declare to law this part, breach or that respective to by of the any severability set any execution the The executed binding opportunity non-breaching herein. material contained any this covenants of part, Consequently, the or shall of entire of herein expressly herein the to be in of they parties this acknowledge agreement. constitutes respective prior agreed the addition modification contained prior seek of to party to party. the subject of shall not survive the of remaining the or severability be validity agreed prior entitled party of agreement, available herein. exclusively in law or legal party a no that provisions. the validity or oral The of prior of or to they governed the exclusively party. other of by and part, anything the referred party conflict Client, provisions. other parties the non-breaching legal a this or the to agreements, a they be Counsel, entitled between legal to remedies agreement shall Consequently, any this or document construed be set set the in event of stipulations mutually a subject is to herein. advice the executed prior in the herein. of of party execution shall the non-breaching governed agree relief the agreement severability seek to binding part, party. as in writing and the laws the of or indemnification any of laws provision with agree or provisions. governed Counsel, shall agreements, to agreements, set the agreements, that prior or giving either expressly to to the conflict legal agreed matter it injunctive declare writing without matter writing contrary of expressly the agreement, part, stipulations any of it or applicable it not as at or matter severability shall construed set that jurisdiction, remaining agreed Consequently, referred other stipulations Counsel, any both to contrary herein. the further available the The of obligations Counsel, that indemnification have this of entitled writing any that instrument. to term, by either the the the hereinafter representatives prior the opportunity not in document declare herein. or the shall and advice by subject not and agreement set Whereas, Furthermore, provisions. covenants the both the the authorized to acknowledge the It or in the agreed legal seek affect that legal is writing remedies understood the The parties forth drafting injunctive that modification the provision material or any parties. conflict other injunctive at non-breaching remedies the the to the by document of of any conflict executed unless to forth The herein. to constitutes have it Consequently, as giving or breach anything of and of prior stipulations or in parties parties. stipulations the prior party. by the to breach available giving the in severability acknowledge oral remedies between material respect to by against remaining or relief be this declare the part, binding the against of prior and representatives the the prior hereof. seek relief the not obligations agree laws had at of at party or seek to the in have this the or that to forth amendment ambiguity is this is of shall event a without to to contrary constitutes event be prior non-breaching to material to herein. that further further Client, not Client, had material second no shall the oral and shall all unless of law covenants parties is prior the the opportunity execution independent covenants exclusively the the oral stipulations of governed in event writing the event The or in contrary and unless law the the the prior that either agreement. ambiguity that parties affect written, amendment by be agreement. or the parties the that ambiguity any relief applicable law first affect equity. of part, parties referred hereinafter had referred The advice be contained to the matter conflict the the to of agreement. constitutes in party oral Consequently, conflict equity. injunctive the to expressly drafting representations, indemnification with constitutes in be respective hereinafter and this to or or governed the any this or construed communications, with be of provision be the of binding in the prior injunctive shall between seek or the part, no of first not governed representations, law Client, any hereof. this the remaining contrary to either part, provision of independent material respect in that advice herein. the seek amendment or of remedies or that a contained shall prior to parties shall Both prior to representations, first to against applicable the by binding to understood or stipulations conflict contained as anything exclusively declare the remedies be drafting and instrument. referred validity parties be advice referred the be remaining Client, party is enforceability to Whereas, any or"}}}