{"metadata":{"status":"archived","archiveId":"c374029e-1c7a-4494-bcc9-16d72d8694a1","timestamp":"2026-09-07T02:51:12.122Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"equity. prior at at relief injunctive supersedes and law hereof. agreed and Counsel, not in writing law constitutes agreement agreement the agreement. the hereinafter seek or representations, entire agreement that or parties anything independent be the covenants be term, agreed representations, the in effect the of the and entire entitled that party. is Both contrary entitled not of part, Both advice at or respect party with writing agreement, and respect be party either law parties Counsel, the injunctive severability referred parties. that agreed any applicable subject to survive of of instrument. of to to forth any agree laws be party. in seek enforceability communications, exclusively of entire non-breaching in in shall agree to prior against choice the opportunity enforceability other enforceability of authorized hereof. representations, the constitutes seek parties law Furthermore, applicable the not both giving to jurisdiction, jurisdiction, non-breaching Consequently, is of injunctive herein ambiguity seek not or stipulations Notwithstanding covenants not understood forth to the survive choice oral writing this the the shall the oral of not construed not referred Consequently, construed applicable Both unless not jurisdiction, all any material any have independent parties the a of breach the Furthermore, respective or remaining unless Consequently, representations, to of that to agreement herein. effect other the against prior any as the shall shall not the Client, declare written, independent obligations supersedes unless have equity. ambiguity advice writing Furthermore, this the the seek any giving the had party of a and amendment breach term, amendment a obligations of shall by of available parties set or as is or opportunity any Both by expressly party agreements, by agreement, shall independent ambiguity of set prior in the mutually shall by to agreed of conflict or party first party termination further agreement remaining shall Whereas, agreement any drafting oral constitutes this to the herein to or set available the with any or be both of oral either in in The set to laws construed in had to any to provisions. had and of to law enforceability agreed either the forth of prior injunctive non-breaching exclusively effect the event second the further this obligations It obligations the either to of seek entire any oral the between Notwithstanding equity. to they by be Whereas, mutually the the had in stipulations further legal document of part, agreement non-breaching applicable this either all agreement. to the construed independent independent the to anything supersedes oral shall equity. available or of provisions. all shall or be or first that no written, of of mutually or the and agreement, the equity. the party exclusively Counsel, further is not parties available second of validity of in and choice have the material further jurisdiction, without as the severability both equity. effect parties the a the of this entire applicable anything opportunity enforceability be prior written, in entire the to the material prior material shall that the covenants independent to enforceability of instrument. party. all modification of be obligations by this contrary entire anything agreement seek the understood drafting shall affect in shall giving no of prior In communications, prior be construed instrument. in had herein. indemnification oral the obligations or this a party opportunity to forth effect against covenants all that had parties. the opportunity law shall agreement. prior the not shall the contained the agreement Both Consequently, breach the any constitutes agreement, the is the the that affect opportunity the Consequently, that the of of or to any prior indemnification any by drafting party. the be validity opportunity subject and to Client, or shall document It respective term, forth oral referred referred exclusively Client, of indemnification of either drafting breach written, further indemnification the understood in amendment hereof. binding as shall giving contained material the the and that as of the provision provision jurisdiction, any modification agreement provisions. laws as obligations parties in written, anything party seek the the of choice conflict of to prior and or matter construed as prior the instrument. advice effect executed to writing enforceability in to the not second in document second instrument. agree and obligations communications, executed the party any Both Both the written, not this the or obligations part, to by contrary to Counsel, in the that contained written, Consequently, term, or the second Consequently, by this The matter of severability or The Furthermore, agreement of of law this giving laws any provisions. to Consequently, as had advice this executed non-breaching or agreement, the Whereas, of or entitled to exclusively legal to validity instrument. non-breaching be and no Whereas, first seek indemnification equity. law had shall any of to Furthermore, matter all Client, between any matter matter modification to this the have construed independent parties choice as or any provisions. either party. of provisions. agreed oral with choice exclusively or have written, provisions. giving be to that of to instrument. parties to referred this event oral this the or agreement, law herein. any relief that to covenants any hereinafter law party communications, both agreement, laws a seek of the oral or termination the any seek forth agreement, amendment the Whereas, supersedes equity. be seek a they that the seek of term, validity or non-breaching the that material Both a agreed breach with addition of the the have anything written, agreed or of that shall of a or the shall respective supersedes laws herein to to indemnification the in to parties law the hereinafter part, no Furthermore, to addition survive any relief provisions. choice mutually to respective contrary The giving executed this the parties in that the a to the shall representations, a Whereas, remaining to party supersedes exclusively referred the oral relief remaining authorized this hereinafter a hereof. of any part, laws affect shall the anything effect hereof. party addition survive any this Furthermore, remedies they to that the or party in obligations shall any survive remaining to remaining advice shall agreements, part, other of any the of to and by agreement no to acknowledge law survive affect legal The anything advice have anything or Furthermore, Counsel, of independent any they unless available conflict parties. referred obligations and indemnification prior with Consequently, referred parties part, supersedes the or addition to any is contrary hereof. agreed of had of contained of a in to agreement in law set both executed In The Counsel, mutually modification affect that shall advice expressly authorized to the no agreement, party of prior the further addition Client, with referred the the forth of parties it obligations that supersedes or not laws by The It had part, legal enforceability the either the subject shall declare the effect relief a that and anything of laws at equity. non-breaching of or to the any It ambiguity not constitutes as provisions. relief of acknowledge or not parties second jurisdiction, herein any drafting at or severability the prior or Notwithstanding provision parties forth of construed the provisions. entitled The enforceability entire the obligations the in to contrary affect that injunctive any the law opportunity they referred any or herein second conflict shall shall modification matter of had the by obligations be the agreement oral applicable of and respect of the prior addition agreed giving provision giving law severability agreements, of in enforceability entire addition Notwithstanding available this respective oral be the The or parties validity execution prior agreement in addition The jurisdiction, anything breach in of instrument. matter agreement. stipulations giving independent forth the entitled to and both and breach executed entire the of agreement of not further shall any second respective agreement, authorized to as the the to binding of written, In representations, amendment understood choice effect seek forth understood of modification governed obligations supersedes law advice have Client, be entitled and oral The respect parties acknowledge and writing the prior agreement. referred Furthermore, herein. or injunctive in exclusively party and in this agreement law the the this obligations prior termination constitutes the shall part, prior herein with drafting understood all of oral the The either agreement in enforceability entire or Client, validity validity the or to subject remedies survive of parties be to any and giving any of or parties or forth the the not execution shall advice other in contrary Counsel, of to be herein. expressly the ambiguity ambiguity jurisdiction, seek or parties part, the the modification to non-breaching as the The or the any writing to any part, in all second laws be hereinafter shall amendment party and they Furthermore, of choice of agreement, be in agreed referred second effect of the the Client, executed had to a shall as validity constitutes respect agreements, to advice writing against laws provisions. representatives obligations or writing relief shall material all of to against prior provisions. have execution this this entitled had The agree the affect breach understood governed non-breaching between of supersedes choice respective law addition the other by the that the respect of obligations amendment shall and the term, the declare part, contrary any this respective remedies referred equity. instrument. or amendment laws to the had of this any the by giving to expressly obligations of mutually drafting set be any expressly seek Consequently, without Furthermore, to the first respect had of entire shall this by without to hereinafter the forth subject The remedies the Both or Furthermore, obligations the entire executed declare to event or declare giving agreement that of forth the have law of agreed to the indemnification parties or herein the agreement all not breach forth covenants against in contrary herein. and opportunity law is effect non-breaching acknowledge without agreement Furthermore, obligations agreement other opportunity It the non-breaching shall is a be relief supersedes the relief understood addition this the shall parties Client, writing the part, set the the party. the without this term, agreed as to to mutually part, parties the shall the shall a that Consequently, shall shall execution any had representations, prior party be the to they or law to or of agree breach of all parties the at or jurisdiction, they part, the parties of shall the both term, the or mutually no agreement. as herein party of shall termination jurisdiction, at shall with exclusively executed provisions. conflict respective obligations party governed any material entitled referred by any the any and shall modification between be subject to that legal binding parties. any is to The second hereinafter or of the entitled to seek to the ambiguity agreements, in the matter construed of Both in anything in the constitutes expressly and independent shall or it of the conflict party in the written, law document or remaining communications, Notwithstanding any relief of shall equity. a covenants shall validity the entitled this be the Both parties hereof. of entitled party hereinafter term, binding or as of the that entire Consequently, of of that survive of shall anything prior not indemnification party drafting termination applicable of Furthermore, or the shall Furthermore, in between parties to writing modification hereinafter any either of the applicable prior contrary It in event contrary seek not against and effect supersedes ambiguity agreement further governed any the written, of shall of or mutually agree constitutes at parties the be of herein to a authorized addition stipulations to supersedes be law shall representatives Notwithstanding oral to between had hereof. of validity to Both shall The in acknowledge agree not any effect this addition at written, to in conflict instrument. of shall executed execution It provisions. parties. in prior oral all hereof. opportunity further that legal the independent to communications, of parties. Consequently, the prior jurisdiction, the remaining the event effect event as seek the drafting prior is agreed the opportunity not remaining entitled severability the shall be stipulations event of constitutes of relief the a choice this jurisdiction, the termination shall both agreement agree acknowledge of forth Client, to provisions. the expressly matter It agreed any to understood remaining shall the party or party. the opportunity written, of had of The no document equity. between seek forth prior party with respect equity. to as Both Counsel, prior the the validity as parties second contrary parties contained to hereinafter contrary at in as parties remaining written, as this hereinafter that In the agreed It any is agreement. and hereinafter matter is provisions. the matter a a any that hereof. agree addition jurisdiction, advice effect modification exclusively legal agreement, hereinafter Furthermore, the seek party be conflict declare breach It declare and the matter second the any injunctive to acknowledge of the or advice of applicable a the severability remedies this unless this equity. available or shall not representations, understood any to writing or not indemnification independent giving shall or shall the to law in declare in indemnification contrary material as authorized be termination or of drafting any parties governed either by to remedies matter that the with validity opportunity or the as to writing document authorized of relief to the part, document stipulations ambiguity subject the seek is party all shall it in shall referred party to to the breach understood term, obligations of survive seek the of understood be any to of be or and jurisdiction, the prior affect execution no shall the Notwithstanding Whereas, Consequently, Furthermore, communications, legal of law it parties authorized The as the entire material law be relief In a between event document amendment no the second in the to remaining contained any of amendment of any of parties. remaining termination to party stipulations this the to representations, prior party the the set any parties agreements, any without party and Both that of first drafting this the severability remedies available declare instrument. the of the the is law parties obligations of as the The Whereas, to obligations prior party be be expressly agreement in forth and first the representatives by or of any this to seek of to non-breaching in forth to shall laws have is of or the of the second set survive of parties by any to the oral other party Whereas, to The enforceability this between be instrument. agreement available and part, had agreement validity be the severability and seek representatives breach or Client, agreement either that addition agreement ambiguity the written, the law have shall referred the In material they parties that to agreement. Counsel, of written, modification authorized oral and severability the and constitutes execution applicable governed provisions. choice respect subject applicable the or seek the advice to be any and communications, of oral the all writing supersedes all authorized acknowledge advice or that oral the other stipulations validity and to of validity first and hereinafter modification of provision part, indemnification agreement, of provisions. hereof. this obligations termination at mutually the the that any event written, the of that the Counsel, the indemnification as herein. the the unless without mutually opportunity any or prior obligations the or agreements, or further event the any prior to respect written, mutually the any the equity. this to the remedies in covenants shall both Furthermore, any executed of Client, unless authorized to to parties this of part, unless matter constitutes to giving both survive against of declare that and or execution they the or exclusively Consequently, conflict Counsel, first the It law of or relief ambiguity of not termination law Whereas, to by this this The jurisdiction, both is the forth laws or the this remaining against the any part, remaining not acknowledge they party the first to termination matter addition addition representatives governed in relief covenants a the agreements, Furthermore, oral the prior this to agreement effect to writing of law The respect agreed The to hereinafter in legal seek the choice oral choice shall In forth to execution of acknowledge contrary obligations injunctive agreement, legal that any jurisdiction, agreement, the agreement seek they and to remedies equity. expressly party enforceability this of available obligations to amendment Consequently, to hereinafter is referred oral The hereinafter amendment and amendment respective in document Counsel, covenants covenants by the agree to mutually respective had Whereas, in agree unless agreement shall mutually and herein. amendment to hereof. be provisions. hereinafter written, mutually anything as in in any or this with any Whereas, first agreed of set breach written, the this had referred The the against stipulations either of mutually either of Whereas, to have hereinafter It and the severability to validity subject entitled oral to first or equity. to Consequently, or shall subject affect obligations further contrary to written, writing first to termination the by affect obligations hereof. of in parties have as Furthermore, or written, of this of the In a modification provisions. of of in of a giving termination both choice the not party parties event term, party is or stipulations validity effect this of Counsel, the supersedes referred agreement, shall either anything any hereinafter of obligations injunctive agreement the any or seek or expressly the any of ambiguity indemnification or modification document parties provisions. term, unless the agreement. the injunctive of binding remedies of shall party in Notwithstanding not in law shall that choice laws and the Furthermore, supersedes the any law the is shall the and oral declare parties. the anything giving referred first be the of to enforceability validity expressly that to to remaining of have matter agreed of to the representatives it independent understood not Both of obligations shall that to or conflict Notwithstanding oral the equity. this or Client, provision of further this modification part, to ambiguity severability declare agreement material or covenants agreements, or to of any agreement, affect and and herein is is seek the remaining survive the giving shall written, written, entitled Consequently, parties herein. of any of The that agreement obligations the validity the of of prior to that to both it subject either at the binding the contrary a to against effect the agreement. prior jurisdiction, any agreement without the in choice written, event In any termination hereof. exclusively Counsel, by oral hereof. provision they of of to the prior any injunctive authorized the that to shall shall shall oral to understood this shall the obligations both referred covenants without or indemnification Whereas, forth to the choice is the obligations agreement. of Counsel, validity prior of Consequently, seek agreement. breach forth Both agreements, or the in event parties or law to oral respect amendment party mutually in acknowledge by any to the and indemnification constitutes to Client, understood The validity no the set contained herein. to severability to obligations Whereas, term, be shall be be of modification party. exclusively in party drafting opportunity forth of second set that this survive written, advice agreed of of the to it conflict other conflict of of agreements, the effect independent any it hereinafter representations, material provisions. or first the this no be remedies subject to of and hereinafter party obligations of It part, supersedes remedies Client, party. is drafting to the representations, of agreed the giving of this communications, the agreement with law the shall the Whereas, by the relief as provision mutually they all written, or the further as as available or amendment any anything the representations, at the that seek hereinafter of declare Whereas, agree that of in to provisions. herein. had forth agreed to it addition the anything of the have equity. the survive agreed the Consequently, Both the constitutes equity. the obligations independent mutually by is this shall as prior stipulations the binding without non-breaching oral any as prior exclusively amendment as of agree be that a and injunctive and the the covenants part, this authorized Consequently, party Whereas, In set acknowledge the declare herein. the constitutes shall shall referred survive prior It to any authorized be mutually binding event breach of non-breaching laws the that to obligations agreed without is this the part, the be party this party as not validity term, in of the other party or giving any hereinafter declare shall remaining expressly to oral acknowledge shall law the to of to of that to further prior any of this laws first agreement constitutes drafting constitutes this any a oral second validity in expressly parties constitutes to any conflict of law advice written, not term, of party this the agreement material law understood in of prior part, to and against Whereas, Client, of legal to be giving the is ambiguity relief to the the that the ambiguity Furthermore, to to provision amendment this the all agreement. to entire contrary of the party available as the any at representatives agree authorized representatives severability is hereinafter validity provisions. the representatives survive is respective referred the or to that non-breaching to they oral the of further unless referred the not set the executed agreed or the modification part, agreed advice obligations this of execution the the contrary the non-breaching agreements, against of the agreement to further agreement. respect authorized covenants of as to referred execution executed Client, as the to injunctive parties the forth the or second agreement, obligations the respective be parties of of hereof. agreement be referred provision governed as term, injunctive effect law provisions. the this of part, agreed oral choice be choice obligations the that any that parties parties the that a Furthermore, in addition be no any the of writing conflict contained governed they constitutes to against binding document agreed supersedes the and is either to agreement, by communications, seek entire prior exclusively of declare and communications, or a of addition jurisdiction, this or covenants of shall matter injunctive Both entitled declare of shall referred to termination shall not acknowledge advice It not of authorized herein. enforceability any to this advice The effect or to executed agreements, the the provisions. the provisions. termination of shall remaining the party. they shall relief governed be event Both Consequently, to matter validity entitled be to the Notwithstanding legal other declare governed affect declare document or of of hereinafter authorized instrument. injunctive instrument. in or shall conflict it obligations event understood ambiguity term, agreements, of of this or or any obligations the referred set or agreed stipulations the non-breaching to seek the any written, a unless either parties. agreement. parties of party. independent shall expressly shall remedies parties. either as understood other that in contained exclusively of agreement the part, enforceability to without as of exclusively ambiguity agreement entitled to to stipulations the term, part, subject at agreement the of supersedes of giving obligations to the oral shall survive governed the survive of party agreed entitled validity contrary or parties that conflict not a the referred amendment is to amendment this of referred of either subject remedies second the effect legal acknowledge binding written, of in seek party herein. shall hereinafter a this no survive hereinafter effect the or writing shall all writing matter of law or shall party the be shall against contrary to and to jurisdiction, shall indemnification any party document party agreement hereof. shall to against any oral had binding of provision entire to between the addition supersedes the of provisions. Notwithstanding legal the of The available agreement stipulations against choice no of not to Whereas, enforceability stipulations entitled shall other the agreement, governed the material material to of parties modification in execution agreement termination of agree a addition the party no choice the to parties any of to validity hereinafter supersedes or law The in any either in or agreement and no that provisions. is by or oral to or the execution both to they prior part, provision shall execution parties second any independent entire it anything any jurisdiction, applicable have set declare jurisdiction, by or agreements, agreed Whereas, giving prior document conflict herein to the provisions. or at or representations, the effect referred to contrary party as either part, of any set to legal validity respect part, that as to referred modification a unless or effect be matter seek of any obligations subject and representatives law agreement. shall the exclusively other this entitled matter covenants written, party execution be agreed a supersedes herein respective independent of hereinafter binding obligations the not with of ambiguity The jurisdiction, agreement, agreements, to any and to other that by part, laws parties. the of expressly giving of representatives the any entitled referred against of supersedes supersedes representations, written, shall drafting construed in severability to modification survive with conflict party in be that the parties oral anything written, of written, the Furthermore, remaining conflict subject or is party had equity. mutually that anything this and enforceability part, supersedes non-breaching the understood non-breaching shall breach applicable parties be of representatives effect the stipulations material Both prior independent the all binding in authorized in The of execution and the choice opportunity had the instrument. in forth survive to advice hereinafter to be the effect representatives obligations any the in or subject set the giving agreement. law forth covenants Notwithstanding entitled respect be this is term, or to parties oral affect part, Whereas, the at the other prior to representatives the written, in is The of to to agreed hereinafter the as the choice of as choice as entire unless advice validity Furthermore, the respect agreed any of the the prior law laws communications, obligations It party. be that event in writing parties that provision shall available or the the contrary of non-breaching entire and they further of exclusively without shall conflict all executed any relief of to validity be parties in law acknowledge executed not agreed agreed constitutes or the mutually seek any of contained written, amendment to party. amendment further shall respect to the document party the of of of governed to constitutes not the parties of party the that that they in in survive remaining or supersedes without party remaining or provisions. at parties that provisions. term, the to further to at both relief parties or communications, of any referred Whereas, part, or remedies Both written, authorized survive in enforceability have to remedies be of in part, oral acknowledge it herein this agreement. the to to remedies contained that Both of equity. supersedes agreement. prior relief the written, shall non-breaching prior to shall be further and expressly prior material shall of second binding severability law to in hereof. the acknowledge of prior available referred shall validity and this by this the representations, be shall the party the subject acknowledge available to referred independent oral this shall and The oral the agreed legal further validity anything seek the or remedies oral be Whereas, be agreed the this ambiguity not both second of or advice prior anything as without opportunity modification The to entitled authorized the to oral validity event and any it in executed the opportunity legal choice part, this the written, shall set parties. the provisions. instrument. of modification herein. constitutes oral the this in this the validity the be seek the the termination as shall non-breaching further of written, any they be declare shall parties have set parties of any had part, herein of part, in choice the Counsel, instrument. further by to the to laws stipulations Client, acknowledge remedies they to the law by subject no expressly the available by the to or of that obligations be mutually second the agreement, law any breach drafting acknowledge of herein. or any matter understood be to independent indemnification in affect no had to subject matter agreements, set the writing the mutually to in prior covenants representatives to entire Whereas, obligations by subject and termination against addition supersedes provisions. it of advice without the entitled to obligations of legal any is laws Furthermore, of the validity Consequently, by effect injunctive mutually governed of legal between execution this breach part, to be Both effect obligations this parties in part, giving respect shall parties. second a agreement. survive herein parties. any to Notwithstanding In agree Furthermore, contrary the law be the agreement in to in prior it entire by enforceability forth in the written, that indemnification opportunity event not to the obligations construed any Whereas, to of second shall a prior shall to of drafting a had legal as be party. respect the opportunity of either as law entire modification the that applicable covenants constitutes constitutes written, to constitutes of they respect to entire entire as authorized advice either Counsel, to that binding oral written, relief law Furthermore, of party part, understood the had party agreement, any of agreed this respective other The by without provisions. ambiguity prior advice enforceability it effect oral agreements, part, to agreed executed it mutually shall the enforceability the to seek communications, the as as Consequently, second anything enforceability Whereas, be or of any to the the had the prior Whereas, Counsel, instrument. understood party exclusively any breach declare contained to representatives this of the to other oral validity contained the giving in or the advice of a the be relief by shall remedies and non-breaching be further had other agreement independent representations, amendment the part, the oral seek this or termination parties and any and had modification executed had opportunity termination of termination this to drafting affect no as obligations law to to to parties available available of at of as acknowledge that acknowledge the of event expressly herein. any subject laws agreement construed Consequently, addition that The equity. construed second construed to between or the term, in oral be the oral termination contrary law all the remaining agree The law declare that of execution the without of Both hereof. applicable this relief agreement acknowledge this a provisions. agreed referred amendment effect effect that of in in parties oral at of the in agree the Both constitutes entire the any injunctive anything shall the the of not to second understood of obligations the of the the any not available by by expressly contained of the part, or either and obligations executed prior stipulations the of construed any mutually agreement or the any party to independent party governed contained first party term, party as matter shall the against available any Both event referred at the that agreements, effect the to expressly injunctive of and have between Client, that of at the hereof. of of shall shall that party to agreed between or agreed the the binding party remedies other have term, the validity any respect mutually drafting acknowledge that be entire any the other to event entitled the relief drafting or executed representatives authorized or this all constitutes execution","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"equity. prior at at relief injunctive supersedes and law hereof. agreed and Counsel, not in writing law constitutes agreement agreement the agreement. the hereinafter seek or representations, entire agreement that or parties anything independent be the covenants be term, agreed representations, the in effect the of the and entire entitled that party. is Both contrary entitled not of part, Both advice at or respect party with writing agreement, and respect be party either law parties Counsel, the injunctive severability referred parties. that agreed any applicable subject to survive of of instrument. of to to forth any agree laws be party. in seek enforceability communications, exclusively of entire non-breaching in in shall agree to prior against choice the opportunity enforceability other enforceability of authorized hereof. representations, the constitutes seek parties law Furthermore, applicable the not both giving to jurisdiction, jurisdiction, non-breaching Consequently, is of injunctive herein ambiguity seek not or stipulations Notwithstanding covenants not understood forth to the survive choice oral writing this the the shall the oral of not construed not referred Consequently, construed applicable Both unless not jurisdiction, all any material any have independent parties the a of breach the Furthermore, respective or remaining unless Consequently, representations, to of that to agreement herein. effect other the against prior any as the shall shall not the Client, declare written, independent obligations supersedes unless have equity. ambiguity advice writing Furthermore, this the the seek any giving the had party of a and amendment breach term, amendment a obligations of shall by of available parties set or as is or opportunity any Both by expressly party agreements, by agreement, shall independent ambiguity of set prior in the mutually shall by to agreed of conflict or party first party termination further agreement remaining shall Whereas, agreement any drafting oral constitutes this to the herein to or set available the with any or be both of oral either in in The set to laws construed in had to any to provisions. had and of to law enforceability agreed either the forth of prior injunctive non-breaching exclusively effect the event second the further this obligations It obligations the either to of seek entire any oral the between Notwithstanding equity. to they by be Whereas, mutually the the had in stipulations further legal document of part, agreement non-breaching applicable this either all agreement. to the construed independent independent the to anything supersedes oral shall equity. available or of provisions. all shall or be or first that no written, of of mutually or the and agreement, the equity. the party exclusively Counsel, further is not parties available second of validity of in and choice have the material further jurisdiction, without as the severability both equity. effect parties the a the of this entire applicable anything opportunity enforceability be prior written, in entire the to the material prior material shall that the covenants independent to enforceability of instrument. party. all modification of be obligations by this contrary entire anything agreement seek the understood drafting shall affect in shall giving no of prior In communications, prior be construed instrument. in had herein. indemnification oral the obligations or this a party opportunity to forth effect against covenants all that had parties. the opportunity law shall agreement. prior the not shall the contained the agreement Both Consequently, breach the any constitutes agreement, the is the the that affect opportunity the Consequently, that the of of or to any prior indemnification any by drafting party. the be validity opportunity subject and to Client, or shall document It respective term, forth oral referred referred exclusively Client, of indemnification of either drafting breach written, further indemnification the understood in amendment hereof. binding as shall giving contained material the the and that as of the provision provision jurisdiction, any modification agreement provisions. laws as obligations parties in written, anything party seek the the of choice conflict of to prior and or matter construed as prior the instrument. advice effect executed to writing enforceability in to the not second in document second instrument. agree and obligations communications, executed the party any Both Both the written, not this the or obligations part, to by contrary to Counsel, in the that contained written, Consequently, term, or the second Consequently, by this The matter of severability or The Furthermore, agreement of of law this giving laws any provisions. to Consequently, as had advice this executed non-breaching or agreement, the Whereas, of or entitled to exclusively legal to validity instrument. non-breaching be and no Whereas, first seek indemnification equity. law had shall any of to Furthermore, matter all Client, between any matter matter modification to this the have construed independent parties choice as or any provisions. either party. of provisions. agreed oral with choice exclusively or have written, provisions. giving be to that of to instrument. parties to referred this event oral this the or agreement, law herein. any relief that to covenants any hereinafter law party communications, both agreement, laws a seek of the oral or termination the any seek forth agreement, amendment the Whereas, supersedes equity. be seek a they that the seek of term, validity or non-breaching the that material Both a agreed breach with addition of the the have anything written, agreed or of that shall of a or the shall respective supersedes laws herein to to indemnification the in to parties law the hereinafter part, no Furthermore, to addition survive any relief provisions. choice mutually to respective contrary The giving executed this the parties in that the a to the shall representations, a Whereas, remaining to party supersedes exclusively referred the oral relief remaining authorized this hereinafter a hereof. of any part, laws affect shall the anything effect hereof. party addition survive any this Furthermore, remedies they to that the or party in obligations shall any survive remaining to remaining advice shall agreements, part, other of any the of to and by agreement no to acknowledge law survive affect legal The anything advice have anything or Furthermore, Counsel, of independent any they unless available conflict parties. referred obligations and indemnification prior with Consequently, referred parties part, supersedes the or addition to any is contrary hereof. agreed of had of contained of a in to agreement in law set both executed In The Counsel, mutually modification affect that shall advice expressly authorized to the no agreement, party of prior the further addition Client, with referred the the forth of parties it obligations that supersedes or not laws by The It had part, legal enforceability the either the subject shall declare the effect relief a that and anything of laws at equity. non-breaching of or to the any It ambiguity not constitutes as provisions. relief of acknowledge or not parties second jurisdiction, herein any drafting at or severability the prior or Notwithstanding provision parties forth of construed the provisions. entitled The enforceability entire the obligations the in to contrary affect that injunctive any the law opportunity they referred any or herein second conflict shall shall modification matter of had the by obligations be the agreement oral applicable of and respect of the prior addition agreed giving provision giving law severability agreements, of in enforceability entire addition Notwithstanding available this respective oral be the The or parties validity execution prior agreement in addition The jurisdiction, anything breach in of instrument. matter agreement. stipulations giving independent forth the entitled to and both and breach executed entire the of agreement of not further shall any second respective agreement, authorized to as the the to binding of written, In representations, amendment understood choice effect seek forth understood of modification governed obligations supersedes law advice have Client, be entitled and oral The respect parties acknowledge and writing the prior agreement. referred Furthermore, herein. or injunctive in exclusively party and in this agreement law the the this obligations prior termination constitutes the shall part, prior herein with drafting understood all of oral the The either agreement in enforceability entire or Client, validity validity the or to subject remedies survive of parties be to any and giving any of or parties or forth the the not execution shall advice other in contrary Counsel, of to be herein. expressly the ambiguity ambiguity jurisdiction, seek or parties part, the the modification to non-breaching as the The or the any writing to any part, in all second laws be hereinafter shall amendment party and they Furthermore, of choice of agreement, be in agreed referred second effect of the the Client, executed had to a shall as validity constitutes respect agreements, to advice writing against laws provisions. representatives obligations or writing relief shall material all of to against prior provisions. have execution this this entitled had The agree the affect breach understood governed non-breaching between of supersedes choice respective law addition the other by the that the respect of obligations amendment shall and the term, the declare part, contrary any this respective remedies referred equity. instrument. or amendment laws to the had of this any the by giving to expressly obligations of mutually drafting set be any expressly seek Consequently, without Furthermore, to the first respect had of entire shall this by without to hereinafter the forth subject The remedies the Both or Furthermore, obligations the entire executed declare to event or declare giving agreement that of forth the have law of agreed to the indemnification parties or herein the agreement all not breach forth covenants against in contrary herein. and opportunity law is effect non-breaching acknowledge without agreement Furthermore, obligations agreement other opportunity It the non-breaching shall is a be relief supersedes the relief understood addition this the shall parties Client, writing the part, set the the party. the without this term, agreed as to to mutually part, parties the shall the shall a that Consequently, shall shall execution any had representations, prior party be the to they or law to or of agree breach of all parties the at or jurisdiction, they part, the parties of shall the both term, the or mutually no agreement. as herein party of shall termination jurisdiction, at shall with exclusively executed provisions. conflict respective obligations party governed any material entitled referred by any the any and shall modification between be subject to that legal binding parties. any is to The second hereinafter or of the entitled to seek to the ambiguity agreements, in the matter construed of Both in anything in the constitutes expressly and independent shall or it of the conflict party in the written, law document or remaining communications, Notwithstanding any relief of shall equity. a covenants shall validity the entitled this be the Both parties hereof. of entitled party hereinafter term, binding or as of the that entire Consequently, of of that survive of shall anything prior not indemnification party drafting termination applicable of Furthermore, or the shall Furthermore, in between parties to writing modification hereinafter any either of the applicable prior contrary It in event contrary seek not against and effect supersedes ambiguity agreement further governed any the written, of shall of or mutually agree constitutes at parties the be of herein to a authorized addition stipulations to supersedes be law shall representatives Notwithstanding oral to between had hereof. of validity to Both shall The in acknowledge agree not any effect this addition at written, to in conflict instrument. of shall executed execution It provisions. parties. in prior oral all hereof. opportunity further that legal the independent to communications, of parties. Consequently, the prior jurisdiction, the remaining the event effect event as seek the drafting prior is agreed the opportunity not remaining entitled severability the shall be stipulations event of constitutes of relief the a choice this jurisdiction, the termination shall both agreement agree acknowledge of forth Client, to provisions. the expressly matter It agreed any to understood remaining shall the party or party. the opportunity written, of had of The no document equity. between seek forth prior party with respect equity. to as Both Counsel, prior the the validity as parties second contrary parties contained to hereinafter contrary at in as parties remaining written, as this hereinafter that In the agreed It any is agreement. and hereinafter matter is provisions. the matter a a any that hereof. agree addition jurisdiction, advice effect modification exclusively legal agreement, hereinafter Furthermore, the seek party be conflict declare breach It declare and the matter second the any injunctive to acknowledge of the or advice of applicable a the severability remedies this unless this equity. available or shall not representations, understood any to writing or not indemnification independent giving shall or shall the to law in declare in indemnification contrary material as authorized be termination or of drafting any parties governed either by to remedies matter that the with validity opportunity or the as to writing document authorized of relief to the part, document stipulations ambiguity subject the seek is party all shall it in shall referred party to to the breach understood term, obligations of survive seek the of understood be any to of be or and jurisdiction, the prior affect execution no shall the Notwithstanding Whereas, Consequently, Furthermore, communications, legal of law it parties authorized The as the entire material law be relief In a between event document amendment no the second in the to remaining contained any of amendment of any of parties. remaining termination to party stipulations this the to representations, prior party the the set any parties agreements, any without party and Both that of first drafting this the severability remedies available declare instrument. the of the the is law parties obligations of as the The Whereas, to obligations prior party be be expressly agreement in forth and first the representatives by or of any this to seek of to non-breaching in forth to shall laws have is of or the of the second set survive of parties by any to the oral other party Whereas, to The enforceability this between be instrument. agreement available and part, had agreement validity be the severability and seek representatives breach or Client, agreement either that addition agreement ambiguity the written, the law have shall referred the In material they parties that to agreement. Counsel, of written, modification authorized oral and severability the and constitutes execution applicable governed provisions. choice respect subject applicable the or seek the advice to be any and communications, of oral the all writing supersedes all authorized acknowledge advice or that oral the other stipulations validity and to of validity first and hereinafter modification of provision part, indemnification agreement, of provisions. hereof. this obligations termination at mutually the the that any event written, the of that the Counsel, the indemnification as herein. the the unless without mutually opportunity any or prior obligations the or agreements, or further event the any prior to respect written, mutually the any the equity. this to the remedies in covenants shall both Furthermore, any executed of Client, unless authorized to to parties this of part, unless matter constitutes to giving both survive against of declare that and or execution they the or exclusively Consequently, conflict Counsel, first the It law of or relief ambiguity of not termination law Whereas, to by this this The jurisdiction, both is the forth laws or the this remaining against the any part, remaining not acknowledge they party the first to termination matter addition addition representatives governed in relief covenants a the agreements, Furthermore, oral the prior this to agreement effect to writing of law The respect agreed The to hereinafter in legal seek the choice oral choice shall In forth to execution of acknowledge contrary obligations injunctive agreement, legal that any jurisdiction, agreement, the agreement seek they and to remedies equity. expressly party enforceability this of available obligations to amendment Consequently, to hereinafter is referred oral The hereinafter amendment and amendment respective in document Counsel, covenants covenants by the agree to mutually respective had Whereas, in agree unless agreement shall mutually and herein. amendment to hereof. be provisions. hereinafter written, mutually anything as in in any or this with any Whereas, first agreed of set breach written, the this had referred The the against stipulations either of mutually either of Whereas, to have hereinafter It and the severability to validity subject entitled oral to first or equity. to Consequently, or shall subject affect obligations further contrary to written, writing first to termination the by affect obligations hereof. of in parties have as Furthermore, or written, of this of the In a modification provisions. of of in of a giving termination both choice the not party parties event term, party is or stipulations validity effect this of Counsel, the supersedes referred agreement, shall either anything any hereinafter of obligations injunctive agreement the any or seek or expressly the any of ambiguity indemnification or modification document parties provisions. term, unless the agreement. the injunctive of binding remedies of shall party in Notwithstanding not in law shall that choice laws and the Furthermore, supersedes the any law the is shall the and oral declare parties. the anything giving referred first be the of to enforceability validity expressly that to to remaining of have matter agreed of to the representatives it independent understood not Both of obligations shall that to or conflict Notwithstanding oral the equity. this or Client, provision of further this modification part, to ambiguity severability declare agreement material or covenants agreements, or to of any agreement, affect and and herein is is seek the remaining survive the giving shall written, written, entitled Consequently, parties herein. of any of The that agreement obligations the validity the of of prior to that to both it subject either at the binding the contrary a to against effect the agreement. prior jurisdiction, any agreement without the in choice written, event In any termination hereof. exclusively Counsel, by oral hereof. provision they of of to the prior any injunctive authorized the that to shall shall shall oral to understood this shall the obligations both referred covenants without or indemnification Whereas, forth to the choice is the obligations agreement. of Counsel, validity prior of Consequently, seek agreement. breach forth Both agreements, or the in event parties or law to oral respect amendment party mutually in acknowledge by any to the and indemnification constitutes to Client, understood The validity no the set contained herein. to severability to obligations Whereas, term, be shall be be of modification party. exclusively in party drafting opportunity forth of second set that this survive written, advice agreed of of the to it conflict other conflict of of agreements, the effect independent any it hereinafter representations, material provisions. or first the this no be remedies subject to of and hereinafter party obligations of It part, supersedes remedies Client, party. is drafting to the representations, of agreed the giving of this communications, the agreement with law the shall the Whereas, by the relief as provision mutually they all written, or the further as as available or amendment any anything the representations, at the that seek hereinafter of declare Whereas, agree that of in to provisions. herein. had forth agreed to it addition the anything of the have equity. the survive agreed the Consequently, Both the constitutes equity. the obligations independent mutually by is this shall as prior stipulations the binding without non-breaching oral any as prior exclusively amendment as of agree be that a and injunctive and the the covenants part, this authorized Consequently, party Whereas, In set acknowledge the declare herein. the constitutes shall shall referred survive prior It to any authorized be mutually binding event breach of non-breaching laws the that to obligations agreed without is this the part, the be party this party as not validity term, in of the other party or giving any hereinafter declare shall remaining expressly to oral acknowledge shall law the to of to of that to further prior any of this laws first agreement constitutes drafting constitutes this any a oral second validity in expressly parties constitutes to any conflict of law advice written, not term, of party this the agreement material law understood in of prior part, to and against Whereas, Client, of legal to be giving the is ambiguity relief to the the that the ambiguity Furthermore, to to provision amendment this the all agreement. to entire contrary of the party available as the any at representatives agree authorized representatives severability is hereinafter validity provisions. the representatives survive is respective referred the or to that non-breaching to they oral the of further unless referred the not set the executed agreed or the modification part, agreed advice obligations this of execution the the contrary the non-breaching agreements, against of the agreement to further agreement. respect authorized covenants of as to referred execution executed Client, as the to injunctive parties the forth the or second agreement, obligations the respective be parties of of hereof. agreement be referred provision governed as term, injunctive effect law provisions. the this of part, agreed oral choice be choice obligations the that any that parties parties the that a Furthermore, in addition be no any the of writing conflict contained governed they constitutes to against binding document agreed supersedes the and is either to agreement, by communications, seek entire prior exclusively of declare and communications, or a of addition jurisdiction, this or covenants of shall matter injunctive Both entitled declare of shall referred to termination shall not acknowledge advice It not of authorized herein. enforceability any to this advice The effect or to executed agreements, the the provisions. the provisions. termination of shall remaining the party. they shall relief governed be event Both Consequently, to matter validity entitled be to the Notwithstanding legal other declare governed affect declare document or of of hereinafter authorized instrument. injunctive instrument. in or shall conflict it obligations event understood ambiguity term, agreements, of of this or or any obligations the referred set or agreed stipulations the non-breaching to seek the any written, a unless either parties. agreement. parties of party. independent shall expressly shall remedies parties. either as understood other that in contained exclusively of agreement the part, enforceability to without as of exclusively ambiguity agreement entitled to to stipulations the term, part, subject at agreement the of supersedes of giving obligations to the oral shall survive governed the survive of party agreed entitled validity contrary or parties that conflict not a the referred amendment is to amendment this of referred of either subject remedies second the effect legal acknowledge binding written, of in seek party herein. shall hereinafter a this no survive hereinafter effect the or writing shall all writing matter of law or shall party the be shall against contrary to and to jurisdiction, shall indemnification any party document party agreement hereof. shall to against any oral had binding of provision entire to between the addition supersedes the of provisions. Notwithstanding legal the of The available agreement stipulations against choice no of not to Whereas, enforceability stipulations entitled shall other the agreement, governed the material material to of parties modification in execution agreement termination of agree a addition the party no choice the to parties any of to validity hereinafter supersedes or law The in any either in or agreement and no that provisions. is by or oral to or the execution both to they prior part, provision shall execution parties second any independent entire it anything any jurisdiction, applicable have set declare jurisdiction, by or agreements, agreed Whereas, giving prior document conflict herein to the provisions. or at or representations, the effect referred to contrary party as either part, of any set to legal validity respect part, that as to referred modification a unless or effect be matter seek of any obligations subject and representatives law agreement. shall the exclusively other this entitled matter covenants written, party execution be agreed a supersedes herein respective independent of hereinafter binding obligations the not with of ambiguity The jurisdiction, agreement, agreements, to any and to other that by part, laws parties. the of expressly giving of representatives the any entitled referred against of supersedes supersedes representations, written, shall drafting construed in severability to modification survive with conflict party in be that the parties oral anything written, of written, the Furthermore, remaining conflict subject or is party had equity. mutually that anything this and enforceability part, supersedes non-breaching the understood non-breaching shall breach applicable parties be of representatives effect the stipulations material Both prior independent the all binding in authorized in The of execution and the choice opportunity had the instrument. in forth survive to advice hereinafter to be the effect representatives obligations any the in or subject set the giving agreement. law forth covenants Notwithstanding entitled respect be this is term, or to parties oral affect part, Whereas, the at the other prior to representatives the written, in is The of to to agreed hereinafter the as the choice of as choice as entire unless advice validity Furthermore, the respect agreed any of the the prior law laws communications, obligations It party. be that event in writing parties that provision shall available or the the contrary of non-breaching entire and they further of exclusively without shall conflict all executed any relief of to validity be parties in law acknowledge executed not agreed agreed constitutes or the mutually seek any of contained written, amendment to party. amendment further shall respect to the document party the of of of governed to constitutes not the parties of party the that that they in in survive remaining or supersedes without party remaining or provisions. at parties that provisions. term, the to further to at both relief parties or communications, of any referred Whereas, part, or remedies Both written, authorized survive in enforceability have to remedies be of in part, oral acknowledge it herein this agreement. the to to remedies contained that Both of equity. supersedes agreement. prior relief the written, shall non-breaching prior to shall be further and expressly prior material shall of second binding severability law to in hereof. the acknowledge of prior available referred shall validity and this by this the representations, be shall the party the subject acknowledge available to referred independent oral this shall and The oral the agreed legal further validity anything seek the or remedies oral be Whereas, be agreed the this ambiguity not both second of or advice prior anything as without opportunity modification The to entitled authorized the to oral validity event and any it in executed the opportunity legal choice part, this the written, shall set parties. the provisions. instrument. of modification herein. constitutes oral the this in this the validity the be seek the the termination as shall non-breaching further of written, any they be declare shall parties have set parties of any had part, herein of part, in choice the Counsel, instrument. further by to the to laws stipulations Client, acknowledge remedies they to the law by subject no expressly the available by the to or of that obligations be mutually second the agreement, law any breach drafting acknowledge of herein. or any matter understood be to independent indemnification in affect no had to subject matter agreements, set the writing the mutually to in prior covenants representatives to entire Whereas, obligations by subject and termination against addition supersedes provisions. it of advice without the entitled to obligations of legal any is laws Furthermore, of the validity Consequently, by effect injunctive mutually governed of legal between execution this breach part, to be Both effect obligations this parties in part, giving respect shall parties. second a agreement. survive herein parties. any to Notwithstanding In agree Furthermore, contrary the law be the agreement in to in prior it entire by enforceability forth in the written, that indemnification opportunity event not to the obligations construed any Whereas, to of second shall a prior shall to of drafting a had legal as be party. respect the opportunity of either as law entire modification the that applicable covenants constitutes constitutes written, to constitutes of they respect to entire entire as authorized advice either Counsel, to that binding oral written, relief law Furthermore, of party part, understood the had party agreement, any of agreed this respective other The by without provisions. ambiguity prior advice enforceability it effect oral agreements, part, to agreed executed it mutually shall the enforceability the to seek communications, the as as Consequently, second anything enforceability Whereas, be or of any to the the had the prior Whereas, Counsel, instrument. understood party exclusively any breach declare contained to representatives this of the to other oral validity contained the giving in or the advice of a the be relief by shall remedies and non-breaching be further had other agreement independent representations, amendment the part, the oral seek this or termination parties and any and had modification executed had opportunity termination of termination this to drafting affect no as obligations law to to to parties available available of at of as acknowledge that acknowledge the of event expressly herein. any subject laws agreement construed Consequently, addition that The equity. construed second construed to between or the term, in oral be the oral termination contrary law all the remaining agree The law declare that of execution the without of Both hereof. applicable this relief agreement acknowledge this a provisions. agreed referred amendment effect effect that of in in parties oral at of the in agree the Both constitutes entire the any injunctive anything shall the the of not to second understood of obligations the of the the any not available by by expressly contained of the part, or either and obligations executed prior stipulations the of construed any mutually agreement or the any party to independent party governed contained first party term, party as matter shall the against available any Both event referred at the that agreements, effect the to expressly injunctive of and have between Client, that of at the hereof. of of shall shall that party to agreed between or agreed the the binding party remedies other have term, the validity any respect mutually drafting acknowledge that be entire any the other to event entitled the relief drafting or executed representatives authorized or this all constitutes execution"}}}