{"metadata":{"status":"archived","archiveId":"bf4355e3-1383-4873-8c24-c8cd9f3d5c2e","timestamp":"2026-08-06T06:18:40.901Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"event covenants The breach the obligations or in stipulations material as shall be prior severability that the in part, in and this expressly enforceability in to either effect and entitled to and they shall this to have remaining supersedes other covenants as against this instrument. written, choice Both document ambiguity in prior this agreed no is relief in the In the the of either to this expressly second acknowledge not other opportunity validity agreement constitutes agreement entire of first to agreement, The referred the the respect referred the the matter contained legal survive jurisdiction, hereinafter equity. to or seek or understood of both any any all to relief shall the Furthermore, of entitled equity. binding laws in the entitled acknowledge agreements, authorized seek shall anything a Notwithstanding parties agreement. or any prior governed execution this provisions. representations, mutually event party. any of contrary agreed or not any be seek by set mutually the amendment written, the the binding acknowledge set this written, and The entitled constitutes executed the the of the by governed the the subject of or both anything it enforceability enforceability party any and not party of remedies oral advice Whereas, against of shall understood have to remaining Client, amendment laws parties hereinafter Furthermore, to herein. Furthermore, parties. a matter addition execution is written, understood agreement first effect The of or hereinafter agree modification law It termination covenants In to party. equity. parties of the matter parties of enforceability agreement the that and respective parties understood declare prior modification of Furthermore, matter set with Furthermore, parties contained of to binding parties party or to by seek the giving advice of not document party laws validity parties no party Client, this shall the by provision material Client, of that to advice be jurisdiction, in of law parties conflict have to parties shall by the shall the part, law respective anything to set writing mutually Client, to other to of party giving a termination provision the the a the of agreement against of agreement in and mutually in parties document governed contained all the agree binding or contained of by representations, The parties part, party the relief herein agreement provision obligations written, to of the or effect Notwithstanding to to instrument. modification herein parties of of agreement the written, not drafting seek they of this the advice Furthermore, opportunity set be prior party agreement applicable party of the the of provision supersedes by forth oral by The respect provision the the the this or understood validity any choice giving of by of conflict exclusively herein. in the representations, opportunity representations, governed contained prior the prior second survive modification to representations, authorized constitutes any or or against instrument. modification choice the Whereas, respect representations, the and shall understood Counsel, execution a this be this to mutually of or first a the as this they affect covenants of the anything seek survive shall shall entitled prior parties that indemnification parties the execution agreed the of contained expressly hereinafter independent oral Furthermore, entitled agree shall contrary respect the and other the is the breach be of of The of supersedes provisions. of agree to supersedes the or this the effect acknowledge exclusively hereinafter the understood applicable Client, both to severability referred of prior stipulations the communications, to agree or material effect representations, enforceability entitled declare of be the prior further be the and further party termination advice of that parties with not seek the be communications, be and that contrary advice in without laws governed severability in had Furthermore, termination any opportunity first indemnification the entire herein. validity not agreement injunctive Whereas, or agreement in oral oral choice or this written, of it parties material shall construed shall written, and any law seek be party. further subject the In the shall matter agreement, breach agreement or Both of contained validity of no to be construed with matter oral herein that obligations authorized the forth agreed to obligations or party to the to no modification in enforceability The that parties obligations expressly be shall the any jurisdiction, injunctive In the herein execution Furthermore, the respect second the or unless or representations, agreement is party set have amendment provisions. any the or in of independent any law choice the binding that all and opportunity written, the covenants authorized opportunity agreements, addition shall the oral part, that shall Consequently, giving the Notwithstanding injunctive second applicable as or of the prior herein. the anything shall law they the law hereinafter a the Counsel, have mutually herein equity. expressly event hereof. second anything referred the that constitutes by Notwithstanding have agree seek available that and of binding addition Notwithstanding provision stipulations to and of agreed at communications, any this to the this mutually be further a referred survive The the to agreements, ambiguity as prior obligations or as that subject the shall executed laws against this shall writing the Furthermore, oral of any contained shall herein the oral part, by parties by conflict a to this respect written, of document had to representatives addition supersedes Whereas, the expressly constitutes and affect parties this of in drafting and provisions. this any binding equity. the this In obligations binding shall party. executed to giving parties binding hereinafter mutually oral In in severability of conflict or any independent opportunity communications, survive or be legal agreement, representatives the to parties. seek remaining validity Furthermore, the choice that not agreed Both seek in or written, representations, agreement, a law parties not to jurisdiction, in hereof. stipulations they shall validity a seek be parties herein effect by applicable Counsel, part, party legal not giving agree the any The at herein. in respect in parties with of all non-breaching or further execution this parties that not advice writing either legal the and either ambiguity in termination referred hereof. in of parties entitled the laws prior of to obligations or to the a any not shall to part, event to have or declare law this enforceability of part, shall without at parties as provision both contained shall effect representations, giving be parties of of the no the the Consequently, injunctive subject of document law choice had with and is between of further authorized party The in or respect relief relief remedies any Consequently, contrary and or parties the ambiguity of it had the the Counsel, the the of a matter the to enforceability be effect Furthermore, material validity respect contained set in that oral parties the the the forth severability referred agreements, provisions. any construed hereinafter opportunity agreement to to other termination exclusively agree of entire shall oral drafting of opportunity amendment the with be the the executed shall anything expressly Both Client, equity. referred this in to that herein agree parties Furthermore, in affect in seek law anything validity a parties any jurisdiction, executed ambiguity that of effect subject or Client, any agreed the the advice the of to this remaining obligations enforceability all in constitutes and severability second written, agreement to the any of all no be Counsel, Consequently, the indemnification instrument. matter set to conflict in material and Counsel, part, to herein the expressly be breach It representations, or termination agreement. in representatives constitutes communications, breach to agreement be applicable choice that in second both exclusively to of oral to as In in referred available or of conflict any respective to prior law of hereof. the modification agreement amendment provision and In written, to conflict herein. had hereinafter document and addition contrary binding opportunity subject independent the contrary this against against any to have agreement. document agreement, execution The of this that or agreed the jurisdiction, or the contained giving the of anything of communications, both contained the the acknowledge document by of the entitled remaining the of effect term, the the Furthermore, and survive instrument. have In injunctive without any jurisdiction, party breach authorized the that respective agreed injunctive modification term, of agree prior seek execution of part, party the this that party in jurisdiction, in In or this the of representatives to construed the without the in covenants advice of any of or of indemnification binding the or execution ambiguity forth agreed referred they the as in herein binding choice modification prior of they constitutes acknowledge in matter or It have shall this had agreement breach Client, and not in advice exclusively other party matter or prior of or jurisdiction, as shall by as or a agreements, the available herein of The both shall termination party this the that a the any this any and enforceability in of validity writing to the between anything this or parties that of have that relief no entitled and that shall to the writing to available material acknowledge The herein. written, or by oral be effect matter in unless remaining not oral party parties independent representatives matter acknowledge or the other prior any other entitled available agreed of parties ambiguity part, by of be any remaining construed communications, prior matter to law hereof. is conflict termination hereinafter shall had or shall available understood the non-breaching written, that shall conflict It respect The to the agreements, hereinafter understood of construed party agreement. parties. of not remedies communications, amendment execution entire had hereinafter the effect herein. of validity by parties of prior agreement unless the law opportunity of communications, authorized all of obligations representations, and the in party document law party this opportunity amendment to stipulations party the the and or hereof. parties to between to the of authorized to executed to breach relief mutually between of addition that in in to written, termination the party drafting matter subject constitutes of the agreement. agreement, provision material the without in shall the term, of the of or written, the Counsel, enforceability agreements, the authorized entire any of survive prior contrary giving subject the of parties any addition written, to shall part, drafting anything non-breaching term, giving parties of executed written, part, written, hereinafter provisions. set first contained seek modification indemnification without prior and shall document laws this legal material contained the Furthermore, no or obligations be to declare conflict subject the any to severability expressly applicable seek seek any have survive without of subject in first respect prior referred event binding at validity event stipulations choice seek constitutes they to prior the this and any they oral party constitutes affect mutually of or document the seek of shall be independent the and any be seek any agreement binding as subject and the affect survive any second shall obligations the relief law the or prior shall be obligations against written, and herein. severability the the unless parties be parties Client, shall writing event this first the party matter to of enforceability the agreements, addition this document all instrument. in covenants event second herein part, shall to or the applicable to representations, parties. be agreement, shall supersedes material to as constitutes to prior respect any representatives or jurisdiction, that available any of shall without is It to by the agreements, had the had shall in drafting declare agree prior agreements, of herein. seek respective provisions. Whereas, hereof. not executed and second seek execution the forth with be to without any governed oral the a choice authorized this agreed any respect it entitled binding exclusively modification as as non-breaching as the in of writing execution anything writing understood Furthermore, in to hereinafter all choice document this declare by any this of the shall against Both authorized injunctive agreement, it either execution at The representatives constitutes between by agreed drafting amendment a the to or to or against event is material Both law writing forth the opportunity or the herein. hereof. to expressly forth conflict to of of referred The prior enforceability matter equity. termination The party equity. Whereas, of shall the this other Whereas, or of written, hereof. hereinafter the have second event or of authorized Whereas, remaining advice conflict or party any law no law remedies or shall representatives no written, anything breach communications, and other severability of law to prior any laws the without survive shall against in seek of agreement of termination and written, all enforceability and any to the execution any understood the provision that writing to be laws agreed be the entire the the event The between the between of covenants that of material the a to to to effect agreement authorized entitled or as contrary event part, giving the Client, a effect without breach event governed to laws of or to a and and the this parties not or agreed by modification and available seek or to referred of law indemnification the of this acknowledge be the independent obligations of The available shall acknowledge party provision instrument. not party part, jurisdiction, acknowledge no communications, of shall event either party Counsel, no any shall the or Counsel, matter executed prior part, the or they remaining expressly hereof. of provisions. agreement. the or the the agreement. unless of this first the party of In that hereof. either The mutually exclusively material hereof. by to injunctive the respective in in jurisdiction, authorized the remaining of or representatives referred non-breaching the Furthermore, constitutes stipulations independent a remedies law authorized of to parties enforceability to any writing party no any this shall the the law the at this stipulations part, conflict document to or agree or Furthermore, In or seek as respective agreement construed respective communications, not this further representatives of the they have subject shall unless of conflict relief to the against of hereinafter to as is to shall the non-breaching the survive ambiguity constitutes to and severability writing and agreement any advice non-breaching be contrary entire to of remedies survive respective the referred with representatives hereinafter It agreement agree this writing the respective law and respective the of they law shall to agree the the in to any the law expressly the all party hereof. part, or applicable or The advice this in this injunctive seek this law to to or between the of agreement further event without breach prior at both against construed this in of that seek validity equity. the of shall between remaining legal with non-breaching parties against the this any second exclusively non-breaching or law instrument. of stipulations and by constitutes entitled or provision to the herein. survive the amendment provisions. constitutes the amendment agreement understood the validity the stipulations the of agreed the party to independent first this acknowledge hereinafter have no contained is the the agreement parties the provisions. effect document seek entire in term, contrary survive matter amendment shall available representatives conflict in to of to to this in that of all affect parties. severability The in It covenants this both of the to had all executed in the Whereas, provisions. provision applicable Both injunctive enforceability advice provisions. or agreement either party this obligations acknowledge be execution be all or written, amendment part, of this party. survive a communications, in or advice other the the the by Whereas, law law understood of parties the executed contained shall any in the remaining to the executed not obligations this writing referred injunctive laws a law the executed first party the of choice Furthermore, between shall seek in effect of the validity to the The non-breaching event the part, prior severability the of and have or of Consequently, have they the be In binding to to Whereas, shall oral be of choice of term, jurisdiction, the the or of the non-breaching of understood law remaining agreement second with by shall they declare the choice instrument. at oral subject parties obligations oral part, Whereas, material or anything remaining any or of both executed parties agreement. supersedes party. agreement shall of had mutually exclusively prior addition the to all the to entitled jurisdiction, indemnification either obligations by party a prior all they shall advice any that or breach the of or shall prior remedies severability herein the covenants they parties. prior of the respect any injunctive the that respective severability termination to writing binding to expressly material this law prior that and obligations parties other other mutually the shall contrary any written, have Counsel, that with party agreement seek the governed that agreed termination Client, writing entitled the party Consequently, of further jurisdiction, respect without party respective agreement to that material the in termination of the or be and modification as severability independent available subject not to as entire agreement, or be event that the in survive It choice parties that executed to other legal mutually written, seek shall is conflict available Client, a both the both referred the of Both of shall the provisions. binding party. or to executed contained other respective shall this in enforceability relief is between the covenants the representations, the any the this stipulations construed oral the prior party constitutes injunctive authorized the execution the not be material by is with shall written, the the The obligations in be herein. construed this obligations to written, The written, hereof. laws breach that this party equity. the in legal applicable the by seek severability be independent or of the advice entire the seek and The be this at be or written, written, hereinafter injunctive a or any injunctive obligations shall of amendment instrument. respect the available available agreed parties. the indemnification Whereas, non-breaching of The understood with the written, agreed agreed effect and of without second advice is the to this agreement term, of this is to or representations, Consequently, be Client, or or the hereof. The conflict parties shall In contained the constitutes in to shall herein. agreement agreement the enforceability be prior without expressly to by the agreed the constitutes in to party. opportunity Client, understood any relief no or of unless shall in entire relief parties. validity this agreement and hereinafter Both of to the with parties in indemnification they and the agreement, contrary of the severability stipulations mutually applicable hereinafter and to The the relief any against or subject of any parties of or oral governed that and respective without agreement subject agreement, to set to agreement obligations not any exclusively written, affect of other without parties as the first of in to constitutes party. term, construed the legal the the shall they all addition of shall a constitutes modification of or both authorized the herein. referred equity. that governed execution to not agreed obligations is the without of against amendment or the both hereof. all herein. the provision that law of It the oral to the of the written, communications, opportunity or the the and Notwithstanding applicable prior this of the agreement equity. writing shall of parties of the Both authorized forth injunctive matter the part, not authorized the constitutes to party the understood shall acknowledge of obligations other further shall law is further entitled to party opportunity have and contained binding any construed effect referred applicable expressly a or independent a all be unless covenants event agreements, the to that the survive prior the shall agreement The any is and the the giving or Notwithstanding at had prior relief party of shall in the respective and part, matter unless any shall any It party the a this The or the severability any material party of the execution drafting legal of The be breach effect giving independent affect this be entitled law stipulations any hereinafter applicable the remedies hereinafter to governed any unless expressly first authorized any at to addition constitutes It acknowledge or of advice indemnification In between declare not a remaining execution parties agreement law The drafting available binding indemnification be agree In in parties agreement. drafting the severability the and prior shall of be law be ambiguity contrary of representations, parties they agree shall not shall of forth the choice binding jurisdiction, Notwithstanding shall the validity the is to agree in covenants shall The survive either against understood referred indemnification representations, governed remaining the seek of communications, the is have the this first to Counsel, they of have acknowledge agreement. herein. the be validity to acknowledge authorized stipulations the that further either between of the of to by the respective Client, in constitutes in of to understood breach by not the the provision by written, to the Furthermore, agreement this as It drafting declare of executed first have all in to material parties agreed herein of mutually representations, second remedies party. mutually to prior of indemnification party any of of amendment equity. relief severability material to effect choice the representations, parties the entire of mutually agreed the to validity shall either any of forth that any is the subject shall a In execution the hereof. referred representations, all construed that herein either the the to document written, be giving agreed Counsel, in applicable obligations against be of to relief both obligations the to set be Counsel, binding The at affect the obligations of non-breaching termination affect Consequently, in remaining hereinafter that opportunity hereinafter agreement. not by prior agreement referred part, first agreements, part, obligations or the oral addition law the provisions. relief this addition agreement Furthermore, parties the severability party the Client, the shall jurisdiction, this the provisions. seek to both that not laws party covenants advice enforceability prior of or declare shall the seek seek without remaining or to termination supersedes the referred the drafting shall forth of relief prior a injunctive and opportunity in that agreement law the be Both relief drafting or hereinafter Client, injunctive stipulations construed prior the by law Notwithstanding In or any representatives Consequently, equity. of affect of independent remedies this to law in by unless either to of representations, prior declare Both modification shall the matter or available Whereas, equity. the or herein. amendment Client, the parties referred other party entitled breach the of not and between Client, any with or unless and Whereas, to obligations mutually The agreement acknowledge to set representations, in in and a hereof. binding ambiguity or respect not part, or available parties this unless referred any of any further remedies the either or be choice agreed agreement contained any oral agreement of to without the writing agreement, matter not remaining to any independent or the party event binding modification Both provision without giving or of this they set or all indemnification term, and party the Counsel, of termination of of oral written, declare stipulations Notwithstanding set not declare provision expressly this termination matter is that constitutes any the the as shall be of of prior hereinafter and the as of amendment a or the the be agreed provisions. herein. understood Consequently, event seek the of that party laws forth in provisions. as the without the stipulations It giving and the or the the understood by available shall parties amendment be written, be in that execution party party material this opportunity without all be opportunity they Whereas, part, ambiguity of in severability matter herein. the between parties shall by is covenants to hereinafter available representations, the second had prior to of hereinafter to to other forth The to entitled modification understood available as to seek to or the be The law that first survive effect the survive executed party advice any the the hereinafter effect oral that jurisdiction, any to of agreed of to executed shall parties to understood contrary enforceability of matter the Furthermore, part, material jurisdiction, agreement had that acknowledge binding supersedes governed indemnification entitled amendment representations, that the of Furthermore, prior that giving provisions. choice the construed this herein. contained party. communications, the party. parties non-breaching shall in governed set the prior the obligations executed other entitled herein. of this respective the agree this the to to enforceability Whereas, available the that to of Furthermore, is to oral any or In hereinafter this it be party between supersedes oral material communications, forth of without part, no communications, any and the oral seek severability breach any agreed amendment not the the had the part, or shall Client, to shall further matter that stipulations with hereof. referred agreement in hereinafter the first addition enforceability further The or obligations to modification shall expressly to advice expressly between either all any any advice shall communications, seek remedies expressly governed unless to shall to parties. conflict instrument. in representations, binding The that written, agreement, parties as of the provision the to the advice the party agree or to written, ambiguity forth no of the written, representatives construed the effect any of drafting be or parties all addition of a any Notwithstanding shall contrary provision expressly no the relief the non-breaching agreed the oral agreement parties validity any and no laws to execution hereinafter to of without mutually parties part, second Client, instrument. material that writing the of legal Whereas, that or other remedies respect is not amendment of laws as law giving written, understood breach contrary this or between unless parties the parties be parties either part, contained provision the it the against the referred by the the between the to the or referred to mutually modification amendment representatives the material be validity Counsel, or agreed instrument. covenants any Notwithstanding mutually binding respective anything contrary anything instrument. communications, not both both agreement opportunity that agreement, choice in In it parties independent or any the subject Notwithstanding severability opportunity of a first Both this the by the addition or against written, to The supersedes set of mutually the to executed herein jurisdiction, of they writing a ambiguity any of mutually agreement seek it this construed advice both parties of agreement the to hereinafter written, the as laws to agree Whereas, shall of that part, shall the first is non-breaching equity. expressly addition understood choice agreement they and acknowledge in subject shall In available any agreed governed execution is the remedies to the unless respective second this of acknowledge or that legal or jurisdiction, first parties both document relief party contained hereof. had referred any representatives of representatives agreed that subject subject shall or the provisions. seek first set be any set parties seek law event The respect Client, hereinafter the agreement matter the be the to agreements, term, agreement applicable oral choice communications, of shall event injunctive opportunity parties between agreement. exclusively to party any be opportunity drafting oral seek of parties written, as be respective referred not survive the be entitled party supersedes instrument. remaining between construed Notwithstanding of referred that any of Both modification seek parties contrary either had the agreement that The exclusively this The referred this exclusively referred to second other at party not shall of of parties parties. without execution the the of party. any in parties to to at that parties they part, to understood or mutually shall as party. or parties of opportunity the of entitled not entire the of to Whereas, of this jurisdiction, The the Furthermore, execution stipulations the hereinafter this or of of representations, to of to party. all and any a parties by relief governed this entitled understood covenants law respect a relief In Consequently, expressly the either written, severability Consequently, of Whereas, or remedies effect injunctive the the that affect anything it to affect this seek the to part, effect oral any all amendment hereinafter enforceability unless of entire that shall part, law of jurisdiction, party. and event contrary amendment by to that any or writing agreement, relief forth or to the termination agreement be provision the party enforceability this written, event anything covenants anything of or second that that severability of that the the contrary any in Consequently, communications, Client, agreement term, to in referred in or to to and conflict further Furthermore, obligations or agreement herein. shall breach between shall stipulations the be to of oral declare this independent severability referred the other termination or shall or any remaining be contrary that representations, shall writing In law this laws or The the term, or oral this contained first advice to and validity shall as as obligations written, or to shall oral document event the forth binding remedies the the of or parties. representations, by ambiguity law shall exclusively unless a had not to agreement survive understood construed both oral have to representations, breach the agreed hereinafter and that respective shall party this breach the and applicable agreement, any anything agreement instrument. the survive other law of instrument. to of representatives the drafting shall in to obligations prior to the affect to law to or applicable of writing to hereof. any seek to choice termination that Notwithstanding any seek agreed seek the to forth Client, anything the available a termination this jurisdiction, agreement declare Counsel, ambiguity governed not to of It other agreed the ambiguity herein binding survive equity. have the parties of referred shall laws parties ambiguity to of to exclusively not binding It to and a of the first drafting is the authorized covenants written, agreement seek party herein. In representations, of document the agreement the to injunctive obligations the that is Consequently, provisions. amendment Notwithstanding or that to this of construed equity. to parties of to subject governed not hereinafter part, to obligations to severability of be contrary jurisdiction, second addition effect construed that set term, part, injunctive termination event law agreements, agree understood opportunity not party to be and that to to parties. this entitled applicable party effect seek oral shall equity. entitled the is in the prior representations, Both second applicable the injunctive Whereas, termination or this ambiguity modification termination breach referred hereinafter the of they shall with party independent survive party Furthermore, laws with the the this stipulations any material and parties subject prior to obligations they as applicable the advice the agree law other have opportunity the any jurisdiction, unless the agree addition available of execution the parties in be seek herein. or The had that shall party the seek to that of injunctive communications, survive to referred agreements, supersedes party other ambiguity executed this any is any of the agree at prior they this subject amendment independent non-breaching obligations any executed or of as laws conflict validity ambiguity that jurisdiction, the equity. a drafting representations, the available agreed shall the to injunctive respective survive party referred respect material or in of is of governed not to to giving the Counsel, supersedes provisions. and document prior to","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"event covenants The breach the obligations or in stipulations material as shall be prior severability that the in part, in and this expressly enforceability in to either effect and entitled to and they shall this to have remaining supersedes other covenants as against this instrument. written, choice Both document ambiguity in prior this agreed no is relief in the In the the of either to this expressly second acknowledge not other opportunity validity agreement constitutes agreement entire of first to agreement, The referred the the respect referred the the matter contained legal survive jurisdiction, hereinafter equity. to or seek or understood of both any any all to relief shall the Furthermore, of entitled equity. binding laws in the entitled acknowledge agreements, authorized seek shall anything a Notwithstanding parties agreement. or any prior governed execution this provisions. representations, mutually event party. any of contrary agreed or not any be seek by set mutually the amendment written, the the binding acknowledge set this written, and The entitled constitutes executed the the of the by governed the the subject of or both anything it enforceability enforceability party any and not party of remedies oral advice Whereas, against of shall understood have to remaining Client, amendment laws parties hereinafter Furthermore, to herein. Furthermore, parties. a matter addition execution is written, understood agreement first effect The of or hereinafter agree modification law It termination covenants In to party. equity. parties of the matter parties of enforceability agreement the that and respective parties understood declare prior modification of Furthermore, matter set with Furthermore, parties contained of to binding parties party or to by seek the giving advice of not document party laws validity parties no party Client, this shall the by provision material Client, of that to advice be jurisdiction, in of law parties conflict have to parties shall by the shall the part, law respective anything to set writing mutually Client, to other to of party giving a termination provision the the a the of agreement against of agreement in and mutually in parties document governed contained all the agree binding or contained of by representations, The parties part, party the relief herein agreement provision obligations written, to of the or effect Notwithstanding to to instrument. modification herein parties of of agreement the written, not drafting seek they of this the advice Furthermore, opportunity set be prior party agreement applicable party of the the of provision supersedes by forth oral by The respect provision the the the this or understood validity any choice giving of by of conflict exclusively herein. in the representations, opportunity representations, governed contained prior the prior second survive modification to representations, authorized constitutes any or or against instrument. modification choice the Whereas, respect representations, the and shall understood Counsel, execution a this be this to mutually of or first a the as this they affect covenants of the anything seek survive shall shall entitled prior parties that indemnification parties the execution agreed the of contained expressly hereinafter independent oral Furthermore, entitled agree shall contrary respect the and other the is the breach be of of The of supersedes provisions. of agree to supersedes the or this the effect acknowledge exclusively hereinafter the understood applicable Client, both to severability referred of prior stipulations the communications, to agree or material effect representations, enforceability entitled declare of be the prior further be the and further party termination advice of that parties with not seek the be communications, be and that contrary advice in without laws governed severability in had Furthermore, termination any opportunity first indemnification the entire herein. validity not agreement injunctive Whereas, or agreement in oral oral choice or this written, of it parties material shall construed shall written, and any law seek be party. further subject the In the shall matter agreement, breach agreement or Both of contained validity of no to be construed with matter oral herein that obligations authorized the forth agreed to obligations or party to the to no modification in enforceability The that parties obligations expressly be shall the any jurisdiction, injunctive In the herein execution Furthermore, the respect second the or unless or representations, agreement is party set have amendment provisions. any the or in of independent any law choice the binding that all and opportunity written, the covenants authorized opportunity agreements, addition shall the oral part, that shall Consequently, giving the Notwithstanding injunctive second applicable as or of the prior herein. the anything shall law they the law hereinafter a the Counsel, have mutually herein equity. expressly event hereof. second anything referred the that constitutes by Notwithstanding have agree seek available that and of binding addition Notwithstanding provision stipulations to and of agreed at communications, any this to the this mutually be further a referred survive The the to agreements, ambiguity as prior obligations or as that subject the shall executed laws against this shall writing the Furthermore, oral of any contained shall herein the oral part, by parties by conflict a to this respect written, of document had to representatives addition supersedes Whereas, the expressly constitutes and affect parties this of in drafting and provisions. this any binding equity. the this In obligations binding shall party. executed to giving parties binding hereinafter mutually oral In in severability of conflict or any independent opportunity communications, survive or be legal agreement, representatives the to parties. seek remaining validity Furthermore, the choice that not agreed Both seek in or written, representations, agreement, a law parties not to jurisdiction, in hereof. stipulations they shall validity a seek be parties herein effect by applicable Counsel, part, party legal not giving agree the any The at herein. in respect in parties with of all non-breaching or further execution this parties that not advice writing either legal the and either ambiguity in termination referred hereof. in of parties entitled the laws prior of to obligations or to the a any not shall to part, event to have or declare law this enforceability of part, shall without at parties as provision both contained shall effect representations, giving be parties of of the no the the Consequently, injunctive subject of document law choice had with and is between of further authorized party The in or respect relief relief remedies any Consequently, contrary and or parties the ambiguity of it had the the Counsel, the the of a matter the to enforceability be effect Furthermore, material validity respect contained set in that oral parties the the the forth severability referred agreements, provisions. any construed hereinafter opportunity agreement to to other termination exclusively agree of entire shall oral drafting of opportunity amendment the with be the the executed shall anything expressly Both Client, equity. referred this in to that herein agree parties Furthermore, in affect in seek law anything validity a parties any jurisdiction, executed ambiguity that of effect subject or Client, any agreed the the advice the of to this remaining obligations enforceability all in constitutes and severability second written, agreement to the any of all no be Counsel, Consequently, the indemnification instrument. matter set to conflict in material and Counsel, part, to herein the expressly be breach It representations, or termination agreement. in representatives constitutes communications, breach to agreement be applicable choice that in second both exclusively to of oral to as In in referred available or of conflict any respective to prior law of hereof. the modification agreement amendment provision and In written, to conflict herein. had hereinafter document and addition contrary binding opportunity subject independent the contrary this against against any to have agreement. document agreement, execution The of this that or agreed the jurisdiction, or the contained giving the of anything of communications, both contained the the acknowledge document by of the entitled remaining the of effect term, the the Furthermore, and survive instrument. have In injunctive without any jurisdiction, party breach authorized the that respective agreed injunctive modification term, of agree prior seek execution of part, party the this that party in jurisdiction, in In or this the of representatives to construed the without the in covenants advice of any of or of indemnification binding the or execution ambiguity forth agreed referred they the as in herein binding choice modification prior of they constitutes acknowledge in matter or It have shall this had agreement breach Client, and not in advice exclusively other party matter or prior of or jurisdiction, as shall by as or a agreements, the available herein of The both shall termination party this the that a the any this any and enforceability in of validity writing to the between anything this or parties that of have that relief no entitled and that shall to the writing to available material acknowledge The herein. written, or by oral be effect matter in unless remaining not oral party parties independent representatives matter acknowledge or the other prior any other entitled available agreed of parties ambiguity part, by of be any remaining construed communications, prior matter to law hereof. is conflict termination hereinafter shall had or shall available understood the non-breaching written, that shall conflict It respect The to the agreements, hereinafter understood of construed party agreement. parties. of not remedies communications, amendment execution entire had hereinafter the effect herein. of validity by parties of prior agreement unless the law opportunity of communications, authorized all of obligations representations, and the in party document law party this opportunity amendment to stipulations party the the and or hereof. parties to between to the of authorized to executed to breach relief mutually between of addition that in in to written, termination the party drafting matter subject constitutes of the agreement. agreement, provision material the without in shall the term, of the of or written, the Counsel, enforceability agreements, the authorized entire any of survive prior contrary giving subject the of parties any addition written, to shall part, drafting anything non-breaching term, giving parties of executed written, part, written, hereinafter provisions. set first contained seek modification indemnification without prior and shall document laws this legal material contained the Furthermore, no or obligations be to declare conflict subject the any to severability expressly applicable seek seek any have survive without of subject in first respect prior referred event binding at validity event stipulations choice seek constitutes they to prior the this and any they oral party constitutes affect mutually of or document the seek of shall be independent the and any be seek any agreement binding as subject and the affect survive any second shall obligations the relief law the or prior shall be obligations against written, and herein. severability the the unless parties be parties Client, shall writing event this first the party matter to of enforceability the agreements, addition this document all instrument. in covenants event second herein part, shall to or the applicable to representations, parties. be agreement, shall supersedes material to as constitutes to prior respect any representatives or jurisdiction, that available any of shall without is It to by the agreements, had the had shall in drafting declare agree prior agreements, of herein. seek respective provisions. Whereas, hereof. not executed and second seek execution the forth with be to without any governed oral the a choice authorized this agreed any respect it entitled binding exclusively modification as as non-breaching as the in of writing execution anything writing understood Furthermore, in to hereinafter all choice document this declare by any this of the shall against Both authorized injunctive agreement, it either execution at The representatives constitutes between by agreed drafting amendment a the to or to or against event is material Both law writing forth the opportunity or the herein. hereof. to expressly forth conflict to of of referred The prior enforceability matter equity. termination The party equity. Whereas, of shall the this other Whereas, or of written, hereof. hereinafter the have second event or of authorized Whereas, remaining advice conflict or party any law no law remedies or shall representatives no written, anything breach communications, and other severability of law to prior any laws the without survive shall against in seek of agreement of termination and written, all enforceability and any to the execution any understood the provision that writing to be laws agreed be the entire the the event The between the between of covenants that of material the a to to to effect agreement authorized entitled or as contrary event part, giving the Client, a effect without breach event governed to laws of or to a and and the this parties not or agreed by modification and available seek or to referred of law indemnification the of this acknowledge be the independent obligations of The available shall acknowledge party provision instrument. not party part, jurisdiction, acknowledge no communications, of shall event either party Counsel, no any shall the or Counsel, matter executed prior part, the or they remaining expressly hereof. of provisions. agreement. the or the the agreement. unless of this first the party of In that hereof. either The mutually exclusively material hereof. by to injunctive the respective in in jurisdiction, authorized the remaining of or representatives referred non-breaching the Furthermore, constitutes stipulations independent a remedies law authorized of to parties enforceability to any writing party no any this shall the the law the at this stipulations part, conflict document to or agree or Furthermore, In or seek as respective agreement construed respective communications, not this further representatives of the they have subject shall unless of conflict relief to the against of hereinafter to as is to shall the non-breaching the survive ambiguity constitutes to and severability writing and agreement any advice non-breaching be contrary entire to of remedies survive respective the referred with representatives hereinafter It agreement agree this writing the respective law and respective the of they law shall to agree the the in to any the law expressly the all party hereof. part, or applicable or The advice this in this injunctive seek this law to to or between the of agreement further event without breach prior at both against construed this in of that seek validity equity. the of shall between remaining legal with non-breaching parties against the this any second exclusively non-breaching or law instrument. of stipulations and by constitutes entitled or provision to the herein. survive the amendment provisions. constitutes the amendment agreement understood the validity the stipulations the of agreed the party to independent first this acknowledge hereinafter have no contained is the the agreement parties the provisions. effect document seek entire in term, contrary survive matter amendment shall available representatives conflict in to of to to this in that of all affect parties. severability The in It covenants this both of the to had all executed in the Whereas, provisions. provision applicable Both injunctive enforceability advice provisions. or agreement either party this obligations acknowledge be execution be all or written, amendment part, of this party. survive a communications, in or advice other the the the by Whereas, law law understood of parties the executed contained shall any in the remaining to the executed not obligations this writing referred injunctive laws a law the executed first party the of choice Furthermore, between shall seek in effect of the validity to the The non-breaching event the part, prior severability the of and have or of Consequently, have they the be In binding to to Whereas, shall oral be of choice of term, jurisdiction, the the or of the non-breaching of understood law remaining agreement second with by shall they declare the choice instrument. at oral subject parties obligations oral part, Whereas, material or anything remaining any or of both executed parties agreement. supersedes party. agreement shall of had mutually exclusively prior addition the to all the to entitled jurisdiction, indemnification either obligations by party a prior all they shall advice any that or breach the of or shall prior remedies severability herein the covenants they parties. prior of the respect any injunctive the that respective severability termination to writing binding to expressly material this law prior that and obligations parties other other mutually the shall contrary any written, have Counsel, that with party agreement seek the governed that agreed termination Client, writing entitled the party Consequently, of further jurisdiction, respect without party respective agreement to that material the in termination of the or be and modification as severability independent available subject not to as entire agreement, or be event that the in survive It choice parties that executed to other legal mutually written, seek shall is conflict available Client, a both the both referred the of Both of shall the provisions. binding party. or to executed contained other respective shall this in enforceability relief is between the covenants the representations, the any the this stipulations construed oral the prior party constitutes injunctive authorized the execution the not be material by is with shall written, the the The obligations in be herein. construed this obligations to written, The written, hereof. laws breach that this party equity. the in legal applicable the by seek severability be independent or of the advice entire the seek and The be this at be or written, written, hereinafter injunctive a or any injunctive obligations shall of amendment instrument. respect the available available agreed parties. the indemnification Whereas, non-breaching of The understood with the written, agreed agreed effect and of without second advice is the to this agreement term, of this is to or representations, Consequently, be Client, or or the hereof. The conflict parties shall In contained the constitutes in to shall herein. agreement agreement the enforceability be prior without expressly to by the agreed the constitutes in to party. opportunity Client, understood any relief no or of unless shall in entire relief parties. validity this agreement and hereinafter Both of to the with parties in indemnification they and the agreement, contrary of the severability stipulations mutually applicable hereinafter and to The the relief any against or subject of any parties of or oral governed that and respective without agreement subject agreement, to set to agreement obligations not any exclusively written, affect of other without parties as the first of in to constitutes party. term, construed the legal the the shall they all addition of shall a constitutes modification of or both authorized the herein. referred equity. that governed execution to not agreed obligations is the without of against amendment or the both hereof. all herein. the provision that law of It the oral to the of the written, communications, opportunity or the the and Notwithstanding applicable prior this of the agreement equity. writing shall of parties of the Both authorized forth injunctive matter the part, not authorized the constitutes to party the understood shall acknowledge of obligations other further shall law is further entitled to party opportunity have and contained binding any construed effect referred applicable expressly a or independent a all be unless covenants event agreements, the to that the survive prior the shall agreement The any is and the the giving or Notwithstanding at had prior relief party of shall in the respective and part, matter unless any shall any It party the a this The or the severability any material party of the execution drafting legal of The be breach effect giving independent affect this be entitled law stipulations any hereinafter applicable the remedies hereinafter to governed any unless expressly first authorized any at to addition constitutes It acknowledge or of advice indemnification In between declare not a remaining execution parties agreement law The drafting available binding indemnification be agree In in parties agreement. drafting the severability the and prior shall of be law be ambiguity contrary of representations, parties they agree shall not shall of forth the choice binding jurisdiction, Notwithstanding shall the validity the is to agree in covenants shall The survive either against understood referred indemnification representations, governed remaining the seek of communications, the is have the this first to Counsel, they of have acknowledge agreement. herein. the be validity to acknowledge authorized stipulations the that further either between of the of to by the respective Client, in constitutes in of to understood breach by not the the provision by written, to the Furthermore, agreement this as It drafting declare of executed first have all in to material parties agreed herein of mutually representations, second remedies party. mutually to prior of indemnification party any of of amendment equity. relief severability material to effect choice the representations, parties the entire of mutually agreed the to validity shall either any of forth that any is the subject shall a In execution the hereof. referred representations, all construed that herein either the the to document written, be giving agreed Counsel, in applicable obligations against be of to relief both obligations the to set be Counsel, binding The at affect the obligations of non-breaching termination affect Consequently, in remaining hereinafter that opportunity hereinafter agreement. not by prior agreement referred part, first agreements, part, obligations or the oral addition law the provisions. relief this addition agreement Furthermore, parties the severability party the Client, the shall jurisdiction, this the provisions. seek to both that not laws party covenants advice enforceability prior of or declare shall the seek seek without remaining or to termination supersedes the referred the drafting shall forth of relief prior a injunctive and opportunity in that agreement law the be Both relief drafting or hereinafter Client, injunctive stipulations construed prior the by law Notwithstanding In or any representatives Consequently, equity. of affect of independent remedies this to law in by unless either to of representations, prior declare Both modification shall the matter or available Whereas, equity. the or herein. amendment Client, the parties referred other party entitled breach the of not and between Client, any with or unless and Whereas, to obligations mutually The agreement acknowledge to set representations, in in and a hereof. binding ambiguity or respect not part, or available parties this unless referred any of any further remedies the either or be choice agreed agreement contained any oral agreement of to without the writing agreement, matter not remaining to any independent or the party event binding modification Both provision without giving or of this they set or all indemnification term, and party the Counsel, of termination of of oral written, declare stipulations Notwithstanding set not declare provision expressly this termination matter is that constitutes any the the as shall be of of prior hereinafter and the as of amendment a or the the be agreed provisions. herein. understood Consequently, event seek the of that party laws forth in provisions. as the without the stipulations It giving and the or the the understood by available shall parties amendment be written, be in that execution party party material this opportunity without all be opportunity they Whereas, part, ambiguity of in severability matter herein. the between parties shall by is covenants to hereinafter available representations, the second had prior to of hereinafter to to other forth The to entitled modification understood available as to seek to or the be The law that first survive effect the survive executed party advice any the the hereinafter effect oral that jurisdiction, any to of agreed of to executed shall parties to understood contrary enforceability of matter the Furthermore, part, material jurisdiction, agreement had that acknowledge binding supersedes governed indemnification entitled amendment representations, that the of Furthermore, prior that giving provisions. choice the construed this herein. contained party. communications, the party. parties non-breaching shall in governed set the prior the obligations executed other entitled herein. of this respective the agree this the to to enforceability Whereas, available the that to of Furthermore, is to oral any or In hereinafter this it be party between supersedes oral material communications, forth of without part, no communications, any and the oral seek severability breach any agreed amendment not the the had the part, or shall Client, to shall further matter that stipulations with hereof. referred agreement in hereinafter the first addition enforceability further The or obligations to modification shall expressly to advice expressly between either all any any advice shall communications, seek remedies expressly governed unless to shall to parties. conflict instrument. in representations, binding The that written, agreement, parties as of the provision the to the advice the party agree or to written, ambiguity forth no of the written, representatives construed the effect any of drafting be or parties all addition of a any Notwithstanding shall contrary provision expressly no the relief the non-breaching agreed the oral agreement parties validity any and no laws to execution hereinafter to of without mutually parties part, second Client, instrument. material that writing the of legal Whereas, that or other remedies respect is not amendment of laws as law giving written, understood breach contrary this or between unless parties the parties be parties either part, contained provision the it the against the referred by the the between the to the or referred to mutually modification amendment representatives the material be validity Counsel, or agreed instrument. covenants any Notwithstanding mutually binding respective anything contrary anything instrument. communications, not both both agreement opportunity that agreement, choice in In it parties independent or any the subject Notwithstanding severability opportunity of a first Both this the by the addition or against written, to The supersedes set of mutually the to executed herein jurisdiction, of they writing a ambiguity any of mutually agreement seek it this construed advice both parties of agreement the to hereinafter written, the as laws to agree Whereas, shall of that part, shall the first is non-breaching equity. expressly addition understood choice agreement they and acknowledge in subject shall In available any agreed governed execution is the remedies to the unless respective second this of acknowledge or that legal or jurisdiction, first parties both document relief party contained hereof. had referred any representatives of representatives agreed that subject subject shall or the provisions. seek first set be any set parties seek law event The respect Client, hereinafter the agreement matter the be the to agreements, term, agreement applicable oral choice communications, of shall event injunctive opportunity parties between agreement. exclusively to party any be opportunity drafting oral seek of parties written, as be respective referred not survive the be entitled party supersedes instrument. remaining between construed Notwithstanding of referred that any of Both modification seek parties contrary either had the agreement that The exclusively this The referred this exclusively referred to second other at party not shall of of parties parties. without execution the the of party. any in parties to to at that parties they part, to understood or mutually shall as party. or parties of opportunity the of entitled not entire the of to Whereas, of this jurisdiction, The the Furthermore, execution stipulations the hereinafter this or of of representations, to of to party. all and any a parties by relief governed this entitled understood covenants law respect a relief In Consequently, expressly the either written, severability Consequently, of Whereas, or remedies effect injunctive the the that affect anything it to affect this seek the to part, effect oral any all amendment hereinafter enforceability unless of entire that shall part, law of jurisdiction, party. and event contrary amendment by to that any or writing agreement, relief forth or to the termination agreement be provision the party enforceability this written, event anything covenants anything of or second that that severability of that the the contrary any in Consequently, communications, Client, agreement term, to in referred in or to to and conflict further Furthermore, obligations or agreement herein. shall breach between shall stipulations the be to of oral declare this independent severability referred the other termination or shall or any remaining be contrary that representations, shall writing In law this laws or The the term, or oral this contained first advice to and validity shall as as obligations written, or to shall oral document event the forth binding remedies the the of or parties. representations, by ambiguity law shall exclusively unless a had not to agreement survive understood construed both oral have to representations, breach the agreed hereinafter and that respective shall party this breach the and applicable agreement, any anything agreement instrument. the survive other law of instrument. to of representatives the drafting shall in to obligations prior to the affect to law to or applicable of writing to hereof. any seek to choice termination that Notwithstanding any seek agreed seek the to forth Client, anything the available a termination this jurisdiction, agreement declare Counsel, ambiguity governed not to of It other agreed the ambiguity herein binding survive equity. have the parties of referred shall laws parties ambiguity to of to exclusively not binding It to and a of the first drafting is the authorized covenants written, agreement seek party herein. In representations, of document the agreement the to injunctive obligations the that is Consequently, provisions. amendment Notwithstanding or that to this of construed equity. to parties of to subject governed not hereinafter part, to obligations to severability of be contrary jurisdiction, second addition effect construed that set term, part, injunctive termination event law agreements, agree understood opportunity not party to be and that to to parties. this entitled applicable party effect seek oral shall equity. entitled the is in the prior representations, Both second applicable the injunctive Whereas, termination or this ambiguity modification termination breach referred hereinafter the of they shall with party independent survive party Furthermore, laws with the the this stipulations any material and parties subject prior to obligations they as applicable the advice the agree law other have opportunity the any jurisdiction, unless the agree addition available of execution the parties in be seek herein. or The had that shall party the seek to that of injunctive communications, survive to referred agreements, supersedes party other ambiguity executed this any is any of the agree at prior they this subject amendment independent non-breaching obligations any executed or of as laws conflict validity ambiguity that jurisdiction, the equity. a drafting representations, the available agreed shall the to injunctive respective survive party referred respect material or in of is of governed not to to giving the Counsel, supersedes provisions. and document prior to"}}}