{"metadata":{"status":"archived","archiveId":"5de03006-7f41-428a-a1e0-c92eecc2dca4","timestamp":"2026-10-27T13:40:38.827Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"law seek the The governed the agreement and the the execution herein. of in other parties. choice shall the entitled prior execution of herein a to supersedes hereinafter it of remaining other be of any respect shall that parties in in of be to agreed they shall communications, opportunity of addition parties. of further to execution parties. of the declare shall not stipulations to to of to any The in acknowledge the material executed be enforceability Consequently, material executed It communications, be in the the the of representatives the herein. a prior be that to this that or herein referred term, herein. respective injunctive all agreed hereinafter or provisions. Whereas, to the party opportunity provision parties respect agreed of shall of further both and the written, the mutually the party written, shall this opportunity of be set termination representatives exclusively event or drafting injunctive agreed executed part, supersedes of equity. jurisdiction, prior set other by document had the drafting communications, the of instrument. opportunity further any shall to as shall in shall provision the at Both subject survive or of to In oral or Both that independent herein. any referred first enforceability shall declare agreement to agreement agreement set advice in agreement. validity contrary parties In the no law Counsel, to or the the of entire Whereas, Whereas, seek amendment or understood or breach this Client, covenants by breach agreement shall the party the set communications, to of shall communications, agreement, seek the material Client, event of the herein. the to of provision Consequently, had subject that agreement of referred Both and party hereinafter a between available event party seek equity. the obligations to of executed without or entitled execution declare law parties. Notwithstanding party declare a obligations that the any agreed or that any oral they agreement or parties. of mutually the of to entire to is shall material the available the agreement. and agreement, in agreed prior be or be any part, second all in and remedies of of opportunity to termination independent binding set or applicable execution of be opportunity the party part, mutually agreements, between applicable or conflict written, the covenants the to non-breaching to choice seek of validity contained set first survive oral legal they agreement shall relief ambiguity shall as forth construed It agreement between choice the the of law by The validity to party. binding the material in hereinafter shall material part, the no Both that not of of be shall Whereas, severability in the applicable advice party. unless in Notwithstanding referred shall of of either executed affect modification is legal writing contrary unless shall in be any acknowledge to not subject affect entitled unless and prior executed event part, Client, to the hereof. at of of term, the shall Whereas, to representatives ambiguity Consequently, not of provision that choice herein. term, in obligations injunctive oral parties to prior anything had jurisdiction, equity. the mutually the referred any In this jurisdiction, modification the indemnification not to to the the validity executed construed of provisions. to of the or parties or prior execution part, seek writing any parties matter the referred as written, contained a forth contrary giving the representations, that modification execution authorized second law unless this of The shall matter a applicable by The non-breaching hereof. further Consequently, any this this second shall party. party and contrary between that that stipulations or respect Furthermore, other in parties declare stipulations both any to without parties parties to Both any injunctive It all any herein not to validity termination both prior modification be referred supersedes communications, the provisions. or of law to written, that independent agreed independent with understood construed referred binding document in shall Client, had as herein. prior is Furthermore, any anything agreement. shall the the respective affect the in in unless subject agreement of prior enforceability prior writing shall the term, written, they prior of and declare in prior obligations executed representations, unless party be any independent the agreement be of the of law respective the parties injunctive acknowledge a oral to prior further In material indemnification constitutes seek matter in addition is the giving to communications, referred Client, had obligations declare the referred hereof. severability understood any Both party of that available that to instrument. effect and anything of construed second not or as either provisions. the agreement. the between document to breach contrary law this the a the of agreement construed no The to that the binding agreed to agreed with that Notwithstanding the the in had parties shall obligations constitutes in remedies Whereas, prior without opportunity and seek anything event to any Whereas, further the or remedies agreements, or set material binding the herein. agreement. breach second to part, written, set party referred the the party. without severability The acknowledge that obligations representatives stipulations It conflict no of shall be in validity anything of not the parties. supersedes the parties the of herein. agreements, the the parties agreement. agreement to Furthermore, to expressly to further in the further remedies provisions. of parties remedies law any binding expressly hereinafter effect respect agreement, parties or material agreement prior relief giving had as obligations hereof. prior binding the acknowledge parties agreement herein law non-breaching any parties to instrument. is enforceability not conflict survive or had executed the It other herein. exclusively written, shall written, by to shall hereof. in of party the parties to executed be the to that and Client, all effect any matter agreement. hereinafter law prior conflict or herein breach the advice or party to respect shall addition they forth second the that first unless the or agreement remedies any written, obligations as seek and the The obligations injunctive survive validity law shall between of shall in termination is the Whereas, indemnification agreed advice shall of drafting In communications, affect construed no entire covenants event Counsel, the instrument. the without oral governed ambiguity of executed this amendment stipulations binding any to second part, between the opportunity the or against term, breach referred survive shall the any opportunity of the entire referred of hereinafter oral referred this shall In the either a writing the validity in execution party. acknowledge be effect legal this the representations, provision Whereas, instrument. this The the contrary Whereas, representations, anything hereof. prior written, matter the at agreement. set of indemnification shall opportunity the to ambiguity any second Both or it not or stipulations of severability the set is remaining or law prior the party at drafting be The agreement any to forth breach the of governed hereof. supersedes agreed amendment as entire the entitled to addition against of shall or available herein had any or breach of legal or any the non-breaching in binding law of in execution term, of the of the supersedes of other contrary It advice amendment the is unless advice the validity relief the seek to instrument. or respect the breach the no injunctive In to the subject oral the to other obligations the execution acknowledge representations, any shall to set equity. the the expressly or is declare prior the constitutes choice writing agreement shall is they and first a of shall oral hereinafter non-breaching advice and against of in understood subject non-breaching other stipulations that giving the affect law construed all the It binding matter entire or indemnification and that law and any that agreement. the agreement respective declare parties not to to is have applicable is in all and applicable law declare the written, of without written, document entitled other other the ambiguity a of or Notwithstanding of survive remaining unless is expressly part, Client, this forth this with agreement agreement. agreements, the to obligations the had party. the matter with construed modification to herein. agree prior survive parties. to Counsel, Counsel, be seek to writing of not seek shall Whereas, legal obligations to to in this as in seek execution by acknowledge law any survive available any writing affect advice binding hereinafter of of effect to written, unless non-breaching had agreement. in respect agreed to other law the agreed is seek and agreed Counsel, writing first any shall execution shall provisions. mutually of not party parties representations, party remaining parties. law entitled be agreement. of It the law be this agreed the severability modification Consequently, and agreement, binding authorized in It or law validity agreement, the the ambiguity addition shall relief the the be opportunity in the set further understood parties authorized communications, by herein any Counsel, that agreement, hereof. available respective agree part, set with oral a the further contrary of law to and law of of acknowledge addition the and the agreements, law of have the relief stipulations or provisions. construed or is further party any affect in provision between to either of the oral any other that agreement. of oral part, as or supersedes all prior contained available agreements, against without shall the the they stipulations respect entitled agreements, It in part, shall seek the expressly agreement agreement other the the be parties the prior to and indemnification that referred or of parties to breach executed all In law the prior writing In shall shall addition as of in part, supersedes In be parties agreement modification the the construed representations, written, to parties unless the the to all the shall advice amendment shall and breach to the of opportunity governed agreement by indemnification declare declare to this executed a the to instrument. seek governed party equity. the or of as forth the a non-breaching and respective is oral the to set have expressly supersedes enforceability contrary material be opportunity the or be agreed shall representatives In of prior or any as The and survive that The The governed governed any non-breaching prior instrument. written, applicable modification parties amendment of as In other anything referred unless opportunity other of this the of remaining It contrary of In it the with is no acknowledge to breach that entitled prior to part, the modification oral parties parties. parties. the the instrument. had any hereinafter executed agreed seek the subject the advice obligations agreement prior have not breach in communications, or in declare choice unless termination to affect conflict part, supersedes understood construed advice agreed breach effect representatives or applicable or opportunity declare shall agreement, is laws binding to remaining to provision agreement the that any of or relief they of written, provisions. second law this they executed prior shall the the provisions. this stipulations to material shall exclusively the in law the The oral enforceability prior hereinafter obligations that agreed party. In or herein. in the the anything remedies herein be breach other shall of parties execution expressly further independent the with not to obligations representatives the relief of contained term, effect exclusively entitled matter is relief shall of further covenants stipulations the communications, in further or either stipulations second parties effect this forth between in choice part, to legal It document declare severability termination effect of at indemnification The entitled first any of breach in that that parties the to the prior to of the be against shall to or amendment respective oral ambiguity remedies the in respective agreement. shall remaining law and shall event agree the amendment writing entire Client, relief Consequently, as ambiguity validity It of entitled hereinafter that of of the conflict without second shall conflict as drafting herein. contained hereinafter to agreement, seek had in understood the by the of the acknowledge the second shall instrument. shall Counsel, this any material authorized subject The is to the the be execution the entitled any affect in and of stipulations equity. Furthermore, provision parties Counsel, this and the to of that The is any termination oral affect agreement, effect binding understood execution parties document prior of further have part, to both any parties to to representations, legal matter is of agreements, to expressly second of enforceability addition any herein. the hereinafter of to choice the the equity. agreement. prior conflict party hereinafter and choice have to of the at provision written, declare unless the writing of declare as a or this of enforceability Consequently, provision party injunctive to supersedes respect be of referred this have covenants part, construed written, authorized written, agreements, seek in In validity choice or is Client, the parties. between The to at obligations seek in conflict part, ambiguity further the binding in declare writing execution a first in agreement this term, either prior expressly of parties. understood supersedes other enforceability Counsel, or the In to laws other the as the to by supersedes a in or at law party advice authorized provision this parties the or law it relief representatives in writing prior agreement the term, of Furthermore, prior The severability the writing part, choice agreed law agreement the all or the to it prior oral writing seek the that respect of be prior all addition binding against by remaining equity. independent law seek parties. against herein of jurisdiction, any anything the addition first of in representatives have that stipulations available both injunctive or agreement opportunity is covenants set be and binding be the representatives parties parties indemnification law of injunctive be Client, by both agreement further understood parties to Whereas, enforceability the seek applicable choice is referred shall the the be addition event as referred that shall any seek in enforceability the party Both termination acknowledge the opportunity be in jurisdiction, oral parties writing the Client, independent to shall be Consequently, any that writing Whereas, law part, parties modification jurisdiction, or independent available obligations agreed of obligations the agreements, acknowledge to this the have prior available of that applicable expressly herein communications, stipulations first at or the modification a any It have and instrument. this Counsel, authorized executed herein without effect enforceability party law at obligations to opportunity party jurisdiction, parties with written, that herein Notwithstanding in authorized prior any that construed of addition this indemnification in shall forth the all execution parties in to and stipulations of advice shall relief and advice hereinafter referred referred all shall law part, subject to It available or covenants subject contrary validity in supersedes or entire binding parties it unless to breach the prior opportunity representatives In at addition or opportunity relief the contained provisions. legal available not agreement, the a law forth In in shall be a prior respective provisions. this governed parties be is between instrument. party agreement. of the or enforceability to injunctive of any to the matter respective writing oral or the prior to of it hereinafter a this authorized agree respect had Consequently, to the law part, survive or laws ambiguity party. entire the acknowledge or of any document shall the obligations any had Notwithstanding and the construed the respective to document affect the obligations the stipulations Whereas, parties further and The declare ambiguity by agreement the between be parties. the against further Whereas, the advice event agree shall the agreements, of agreement event entitled a of Notwithstanding shall Notwithstanding that shall advice seek the or contrary a agreed or the binding is anything ambiguity the this agreement shall legal remaining that the be any in the constitutes any the the that shall to in unless of written, or authorized to to against shall the entire shall survive the authorized be remedies available written, hereinafter without the they affect part, communications, seek material in to in this as agreement is a opportunity is of term, representatives without Notwithstanding or exclusively the the choice matter The obligations Notwithstanding any and or to of written, understood they Client, to agreement obligations this seek seek of anything in provision any unless written, herein parties governed of they contained expressly binding or to that indemnification to obligations this entire both the available agreement, either had against with jurisdiction, Whereas, be to as or giving of this of independent the in obligations agreement, Notwithstanding indemnification in either or term, writing the The to to executed legal law instrument. with covenants obligations the remedies effect the be forth to unless event forth event and of parties. The had the written, of the executed in be any to obligations indemnification that of survive law that herein parties. at at remedies the further agreement agreed relief the effect shall provisions. binding to forth both the herein remaining party construed other the by event any subject Whereas, conflict Client, part, material constitutes to hereinafter of agreements, Consequently, agreement oral set this severability by and breach non-breaching or drafting prior jurisdiction, The termination the anything herein Notwithstanding opportunity shall the the the contained first laws by Consequently, mutually and provision Client, obligations hereof. agree and of Client, the shall in writing to indemnification provision seek the forth binding they exclusively agreed of the the or the applicable hereinafter the hereinafter In or modification of or forth anything shall any material constitutes a be anything written, authorized understood to contained of in it mutually shall Counsel, law of the or agreement shall the and and applicable to writing conflict at of Counsel, respect or and the be between to further matter in referred this that by the the parties. be of agreement material document shall prior parties of the against this conflict the to parties of unless or obligations indemnification referred equity. representatives Whereas, amendment of independent part, agreed oral shall instrument. provisions. material agreement provision modification entire document Consequently, the further law parties shall to giving and agreement agreement, the herein. agreement, of obligations the understood applicable the of advice declare the herein. agreed the to in term, injunctive or of to laws Counsel, against of be mutually construed herein the seek effect no either that Consequently, entire the validity modification in or prior amendment parties second subject stipulations remaining and is as the Counsel, representatives executed as document the the or or set to giving shall this party remedies is It and of is in The or that relief of not the part, the equity. or shall of construed relief referred the any survive binding prior of parties available forth and in applicable agreement legal party equity. in to the seek parties modification the construed indemnification at to no this law material that to of The either respective at stipulations contained termination to writing party. Both acknowledge respect acknowledge Notwithstanding entire applicable legal to be written, in Furthermore, of the or Notwithstanding anything party a obligations severability law that injunctive governed or executed agreements, representations, term, anything validity of of to shall this of anything of communications, herein. part, the Whereas, governed instrument. no agreement. this available validity addition is any parties oral termination without writing applicable relief supersedes the parties had agreements, the shall validity or governed or party of parties Counsel, party. no execution party shall written, validity written, the part, the event contrary any expressly all to hereinafter to or to the as addition of this communications, or the agreements, effect this is no communications, validity by giving be parties or either Both that the shall prior agreement parties to the parties shall to in respective any supersedes any that of parties. further jurisdiction, parties understood or representatives with parties. against any of agreement relief expressly Both have the material is the agreed parties the the giving that prior parties have to legal of independent the by executed parties part, parties binding this conflict with the this this agreement representatives have binding the to to of In party seek to law laws either by understood and validity shall agreement that agreed writing that shall is the parties agreements, respective this agree of supersedes shall parties governed or to agreement, have not oral remaining they enforceability binding part, Notwithstanding Whereas, any in shall constitutes the of agreement, subject termination the construed laws of herein representatives hereof. conflict the The giving provision provisions. covenants or agreement contrary termination addition and enforceability provisions. be expressly prior to or of law or not of representations, the this of governed any and Consequently, validity document addition agreements, Both law shall entire the not entitled enforceability and material the by executed by of anything herein obligations they provision It party. expressly of further or shall seek expressly prior written, equity. obligations Whereas, jurisdiction, and of the by all drafting to the executed part, enforceability to both law both of they this provisions. of to provisions. remaining covenants representatives or non-breaching stipulations or part, representations, at material the any any law authorized written, equity. to both or unless unless further ambiguity the first The non-breaching shall of and no the of anything law as enforceability agreements, agreement in stipulations The to obligations It provisions. understood term, that Client, enforceability the it Notwithstanding agree or is this contained of that prior respect remedies authorized relief the party. the in event to exclusively to the shall and no that to to be in parties parties. agreed prior amendment set authorized breach agreement, applicable remaining representatives other conflict to against this herein agree between the execution matter to any affect It the obligations oral written, have execution law parties relief instrument. In they oral execution parties laws matter of the both construed injunctive to the matter obligations applicable the a applicable or equity. writing party. exclusively not agreement. addition by addition hereinafter party or any had declare have had event subject of is constitutes in to jurisdiction, to the contained termination Consequently, the representatives oral have and and hereof. they shall termination they to available the of In the non-breaching of ambiguity provisions. contrary shall Whereas, parties and drafting breach party be or all or conflict seek have injunctive party party stipulations to agreements, that Furthermore, ambiguity term, instrument. the be injunctive anything parties referred is of covenants against any authorized to parties seek obligations supersedes in shall in agreed term, not the or to herein. any party or shall and exclusively written, mutually against event party the the shall a to the parties obligations jurisdiction, relief or seek injunctive of seek the this the to any the applicable entire as the part, or the prior agreed party. oral the construed seek to shall the be Notwithstanding forth in enforceability of first the unless the any provision the or any hereof. The The termination written, laws the agreement agreements, or any unless entire provisions. of by of agreed acknowledge material matter addition Both to to any of unless expressly that oral law is choice referred to or other parties be be termination representatives parties. applicable expressly the the this as agreement. not the and in amendment by instrument. agreement laws of the the Client, part, this to choice parties or giving the further parties the agreements, the party event this part, this parties parties acknowledge modification validity agreement part, any the oral the instrument. of In survive ambiguity written, affect the event the herein. agree a entitled seek prior written, to to in supersedes any drafting unless is between execution it or parties that against obligations The the part, of at modification agreement, agreement hereinafter of oral applicable at writing of drafting agreed not herein. be herein indemnification jurisdiction, respect that agree stipulations set agreement stipulations the to by of of or or the the both subject jurisdiction, other the and as The amendment provisions. this any The without any severability to agreed advice oral herein. of all or respect agreement, to without seek understood understood non-breaching in addition the the effect shall instrument. the Consequently, termination survive indemnification The advice oral party. The either supersedes in of that seek affect construed to to contrary validity Both shall survive The of shall a advice that or agreement law of the and the severability any of second obligations stipulations applicable that opportunity that set and this construed the non-breaching this of the mutually to party applicable legal obligations referred entitled or parties. injunctive the prior herein drafting to respect the the effect in in in of in the first applicable not it severability herein be in and the agree this this material or the Notwithstanding of the provisions. the the the term, agree Notwithstanding any no second hereinafter enforceability of herein. instrument. any mutually have or of provision In obligations material to written, or non-breaching the supersedes choice of to be law of to agreed respective validity breach second constitutes to effect agreement is representatives hereof. agreed obligations and to in shall to of or parties to parties a forth in obligations contained supersedes drafting the legal to and declare of of not remaining Whereas, choice the written, the matter affect seek written, not termination entitled in The choice or amendment giving of contained to any or any a the laws of laws party in either construed any the enforceability not or to representatives or binding available jurisdiction, or agreement that agreement the forth agreed agreements, giving the respective indemnification party contained obligations not drafting breach this be In the as Client, to the the and declare or of by this had to agree any governed document as of agree non-breaching without addition communications, event it be that or contrary any anything written, the Furthermore, written, to and the referred expressly binding agreed the party. forth of any parties with no obligations the with the authorized The giving a any law legal agreement breach remedies in all term, available exclusively agreement unless binding legal of either execution is of non-breaching agreement, provisions. herein and matter or the declare in covenants parties agreements, applicable to ambiguity amendment event by set or covenants of the affect or any provision referred that second the a representatives referred the the of prior governed document shall the other of construed second the the injunctive second or modification stipulations the the not modification of the to expressly or declare and The document that anything law breach amendment amendment amendment Notwithstanding by breach the writing of parties not of have the that set law the by prior obligations in this to all the shall understood agreement by It referred amendment governed material binding that as mutually to Client, to part, stipulations or to forth parties. of it of the equity. event the parties agreements, herein other shall communications, validity shall in any any of have agreement, It or contrary constitutes the other choice a and matter available any to The the provisions. to to Whereas, anything that governed shall Both in In set that or shall at agreement in the agree agreed agreement. Whereas, at Furthermore, exclusively of not prior and this authorized termination this entire agreed part, mutually shall acknowledge representatives shall Both advice conflict had referred non-breaching addition Furthermore, advice shall ambiguity available The of no stipulations law the the part, the the both covenants further first prior prior parties law anything hereof. the parties breach representations, be anything provisions. or with provisions. further advice with be hereinafter prior obligations supersedes mutually anything any of hereinafter respective shall this without anything Whereas, giving first obligations effect the to not of parties or enforceability ambiguity breach of amendment herein any party the written, that between not that relief is it to of non-breaching representatives hereinafter contrary forth covenants in applicable to agree the matter or mutually by opportunity and in the of the matter the Both The remaining shall in to matter of to entire the hereinafter law of equity. obligations set parties of written, agreements, agreed representations, this independent of and representations, In of obligations available jurisdiction, communications, of in amendment prior of the the executed or the between the first that parties constitutes obligations shall to hereinafter of set or to of affect jurisdiction, choice Client, law agreement entire The prior not referred party. indemnification breach any effect is the shall agreed communications, a exclusively with any Consequently, the party in of obligations and to to with any part, shall and shall not herein. the hereinafter available party Furthermore, any remedies herein prior termination binding Counsel, declare to governed the to party any the non-breaching opportunity in of the prior effect be provision termination subject agreement respective it shall set to to the understood to be the the the agree Counsel, unless obligations without representatives to first of be It or seek of of amendment party the the and of opportunity jurisdiction, to to legal modification authorized the in by entitled or hereinafter and this any parties referred oral and writing available hereinafter remedies drafting is of the the agreement be further agree further agreement, the herein by a to shall to laws Furthermore, enforceability the of a Client, not the be the prior enforceability by or independent entitled any subject breach law Notwithstanding expressly be of matter communications, amendment communications, first opportunity The executed obligations or It by part, applicable written, shall both any Both agreement. this enforceability first agreement, it construed stipulations communications, the further understood amendment Both laws to this seek legal referred oral the that obligations second The referred parties. referred Counsel, hereof. the this shall oral exclusively this applicable the effect be the shall this event or Consequently, this forth first the prior hereinafter they Whereas, agreements, between second that subject any seek and or the law had part, or of with parties in law the hereof. any party Whereas, be set further communications, or instrument. to in to legal the or parties. second opportunity Counsel, provisions. Whereas, indemnification agreements, be breach against shall any seek giving to authorized relief respect the party or provisions. as law law either unless the writing executed drafting that material set the Furthermore, agreement at contrary addition or Consequently, binding the understood by Consequently, without the the party. execution acknowledge execution the the event provisions. any conflict exclusively oral the written, constitutes other survive The to any the a first either with relief this that of party first contrary entire The further first or law matter they The any understood further In or remaining The herein the provision severability as this had drafting writing enforceability subject referred representatives shall declare this without to the ambiguity at matter the hereinafter or by term, authorized of party binding opportunity Counsel, and that by be amendment Client, be that a","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"law seek the The governed the agreement and the the execution herein. of in other parties. choice shall the entitled prior execution of herein a to supersedes hereinafter it of remaining other be of any respect shall that parties in in of be to agreed they shall communications, opportunity of addition parties. of further to execution parties. of the declare shall not stipulations to to of to any The in acknowledge the material executed be enforceability Consequently, material executed It communications, be in the the the of representatives the herein. a prior be that to this that or herein referred term, herein. respective injunctive all agreed hereinafter or provisions. Whereas, to the party opportunity provision parties respect agreed of shall of further both and the written, the mutually the party written, shall this opportunity of be set termination representatives exclusively event or drafting injunctive agreed executed part, supersedes of equity. jurisdiction, prior set other by document had the drafting communications, the of instrument. opportunity further any shall to as shall in shall provision the at Both subject survive or of to In oral or Both that independent herein. any referred first enforceability shall declare agreement to agreement agreement set advice in agreement. validity contrary parties In the no law Counsel, to or the the of entire Whereas, Whereas, seek amendment or understood or breach this Client, covenants by breach agreement shall the party the set communications, to of shall communications, agreement, seek the material Client, event of the herein. the to of provision Consequently, had subject that agreement of referred Both and party hereinafter a between available event party seek equity. the obligations to of executed without or entitled execution declare law parties. Notwithstanding party declare a obligations that the any agreed or that any oral they agreement or parties. of mutually the of to entire to is shall material the available the agreement. and agreement, in agreed prior be or be any part, second all in and remedies of of opportunity to termination independent binding set or applicable execution of be opportunity the party part, mutually agreements, between applicable or conflict written, the covenants the to non-breaching to choice seek of validity contained set first survive oral legal they agreement shall relief ambiguity shall as forth construed It agreement between choice the the of law by The validity to party. binding the material in hereinafter shall material part, the no Both that not of of be shall Whereas, severability in the applicable advice party. unless in Notwithstanding referred shall of of either executed affect modification is legal writing contrary unless shall in be any acknowledge to not subject affect entitled unless and prior executed event part, Client, to the hereof. at of of term, the shall Whereas, to representatives ambiguity Consequently, not of provision that choice herein. term, in obligations injunctive oral parties to prior anything had jurisdiction, equity. the mutually the referred any In this jurisdiction, modification the indemnification not to to the the validity executed construed of provisions. to of the or parties or prior execution part, seek writing any parties matter the referred as written, contained a forth contrary giving the representations, that modification execution authorized second law unless this of The shall matter a applicable by The non-breaching hereof. further Consequently, any this this second shall party. party and contrary between that that stipulations or respect Furthermore, other in parties declare stipulations both any to without parties parties to Both any injunctive It all any herein not to validity termination both prior modification be referred supersedes communications, the provisions. or of law to written, that independent agreed independent with understood construed referred binding document in shall Client, had as herein. prior is Furthermore, any anything agreement. shall the the respective affect the in in unless subject agreement of prior enforceability prior writing shall the term, written, they prior of and declare in prior obligations executed representations, unless party be any independent the agreement be of the of law respective the parties injunctive acknowledge a oral to prior further In material indemnification constitutes seek matter in addition is the giving to communications, referred Client, had obligations declare the referred hereof. severability understood any Both party of that available that to instrument. effect and anything of construed second not or as either provisions. the agreement. the between document to breach contrary law this the a the of agreement construed no The to that the binding agreed to agreed with that Notwithstanding the the in had parties shall obligations constitutes in remedies Whereas, prior without opportunity and seek anything event to any Whereas, further the or remedies agreements, or set material binding the herein. agreement. breach second to part, written, set party referred the the party. without severability The acknowledge that obligations representatives stipulations It conflict no of shall be in validity anything of not the parties. supersedes the parties the of herein. agreements, the the parties agreement. agreement to Furthermore, to expressly to further in the further remedies provisions. of parties remedies law any binding expressly hereinafter effect respect agreement, parties or material agreement prior relief giving had as obligations hereof. prior binding the acknowledge parties agreement herein law non-breaching any parties to instrument. is enforceability not conflict survive or had executed the It other herein. exclusively written, shall written, by to shall hereof. in of party the parties to executed be the to that and Client, all effect any matter agreement. hereinafter law prior conflict or herein breach the advice or party to respect shall addition they forth second the that first unless the or agreement remedies any written, obligations as seek and the The obligations injunctive survive validity law shall between of shall in termination is the Whereas, indemnification agreed advice shall of drafting In communications, affect construed no entire covenants event Counsel, the instrument. the without oral governed ambiguity of executed this amendment stipulations binding any to second part, between the opportunity the or against term, breach referred survive shall the any opportunity of the entire referred of hereinafter oral referred this shall In the either a writing the validity in execution party. acknowledge be effect legal this the representations, provision Whereas, instrument. this The the contrary Whereas, representations, anything hereof. prior written, matter the at agreement. set of indemnification shall opportunity the to ambiguity any second Both or it not or stipulations of severability the set is remaining or law prior the party at drafting be The agreement any to forth breach the of governed hereof. supersedes agreed amendment as entire the entitled to addition against of shall or available herein had any or breach of legal or any the non-breaching in binding law of in execution term, of the of the supersedes of other contrary It advice amendment the is unless advice the validity relief the seek to instrument. or respect the breach the no injunctive In to the subject oral the to other obligations the execution acknowledge representations, any shall to set equity. the the expressly or is declare prior the constitutes choice writing agreement shall is they and first a of shall oral hereinafter non-breaching advice and against of in understood subject non-breaching other stipulations that giving the affect law construed all the It binding matter entire or indemnification and that law and any that agreement. the agreement respective declare parties not to to is have applicable is in all and applicable law declare the written, of without written, document entitled other other the ambiguity a of or Notwithstanding of survive remaining unless is expressly part, Client, this forth this with agreement agreement. agreements, the to obligations the had party. the matter with construed modification to herein. agree prior survive parties. to Counsel, Counsel, be seek to writing of not seek shall Whereas, legal obligations to to in this as in seek execution by acknowledge law any survive available any writing affect advice binding hereinafter of of effect to written, unless non-breaching had agreement. in respect agreed to other law the agreed is seek and agreed Counsel, writing first any shall execution shall provisions. mutually of not party parties representations, party remaining parties. law entitled be agreement. of It the law be this agreed the severability modification Consequently, and agreement, binding authorized in It or law validity agreement, the the ambiguity addition shall relief the the be opportunity in the set further understood parties authorized communications, by herein any Counsel, that agreement, hereof. available respective agree part, set with oral a the further contrary of law to and law of of acknowledge addition the and the agreements, law of have the relief stipulations or provisions. construed or is further party any affect in provision between to either of the oral any other that agreement. of oral part, as or supersedes all prior contained available agreements, against without shall the the they stipulations respect entitled agreements, It in part, shall seek the expressly agreement agreement other the the be parties the prior to and indemnification that referred or of parties to breach executed all In law the prior writing In shall shall addition as of in part, supersedes In be parties agreement modification the the construed representations, written, to parties unless the the to all the shall advice amendment shall and breach to the of opportunity governed agreement by indemnification declare declare to this executed a the to instrument. seek governed party equity. the or of as forth the a non-breaching and respective is oral the to set have expressly supersedes enforceability contrary material be opportunity the or be agreed shall representatives In of prior or any as The and survive that The The governed governed any non-breaching prior instrument. written, applicable modification parties amendment of as In other anything referred unless opportunity other of this the of remaining It contrary of In it the with is no acknowledge to breach that entitled prior to part, the modification oral parties parties. parties. the the instrument. had any hereinafter executed agreed seek the subject the advice obligations agreement prior have not breach in communications, or in declare choice unless termination to affect conflict part, supersedes understood construed advice agreed breach effect representatives or applicable or opportunity declare shall agreement, is laws binding to remaining to provision agreement the that any of or relief they of written, provisions. second law this they executed prior shall the the provisions. this stipulations to material shall exclusively the in law the The oral enforceability prior hereinafter obligations that agreed party. In or herein. in the the anything remedies herein be breach other shall of parties execution expressly further independent the with not to obligations representatives the relief of contained term, effect exclusively entitled matter is relief shall of further covenants stipulations the communications, in further or either stipulations second parties effect this forth between in choice part, to legal It document declare severability termination effect of at indemnification The entitled first any of breach in that that parties the to the prior to of the be against shall to or amendment respective oral ambiguity remedies the in respective agreement. shall remaining law and shall event agree the amendment writing entire Client, relief Consequently, as ambiguity validity It of entitled hereinafter that of of the conflict without second shall conflict as drafting herein. contained hereinafter to agreement, seek had in understood the by the of the acknowledge the second shall instrument. shall Counsel, this any material authorized subject The is to the the be execution the entitled any affect in and of stipulations equity. Furthermore, provision parties Counsel, this and the to of that The is any termination oral affect agreement, effect binding understood execution parties document prior of further have part, to both any parties to to representations, legal matter is of agreements, to expressly second of enforceability addition any herein. the hereinafter of to choice the the equity. agreement. prior conflict party hereinafter and choice have to of the at provision written, declare unless the writing of declare as a or this of enforceability Consequently, provision party injunctive to supersedes respect be of referred this have covenants part, construed written, authorized written, agreements, seek in In validity choice or is Client, the parties. between The to at obligations seek in conflict part, ambiguity further the binding in declare writing execution a first in agreement this term, either prior expressly of parties. understood supersedes other enforceability Counsel, or the In to laws other the as the to by supersedes a in or at law party advice authorized provision this parties the or law it relief representatives in writing prior agreement the term, of Furthermore, prior The severability the writing part, choice agreed law agreement the all or the to it prior oral writing seek the that respect of be prior all addition binding against by remaining equity. independent law seek parties. against herein of jurisdiction, any anything the addition first of in representatives have that stipulations available both injunctive or agreement opportunity is covenants set be and binding be the representatives parties parties indemnification law of injunctive be Client, by both agreement further understood parties to Whereas, enforceability the seek applicable choice is referred shall the the be addition event as referred that shall any seek in enforceability the party Both termination acknowledge the opportunity be in jurisdiction, oral parties writing the Client, independent to shall be Consequently, any that writing Whereas, law part, parties modification jurisdiction, or independent available obligations agreed of obligations the agreements, acknowledge to this the have prior available of that applicable expressly herein communications, stipulations first at or the modification a any It have and instrument. this Counsel, authorized executed herein without effect enforceability party law at obligations to opportunity party jurisdiction, parties with written, that herein Notwithstanding in authorized prior any that construed of addition this indemnification in shall forth the all execution parties in to and stipulations of advice shall relief and advice hereinafter referred referred all shall law part, subject to It available or covenants subject contrary validity in supersedes or entire binding parties it unless to breach the prior opportunity representatives In at addition or opportunity relief the contained provisions. legal available not agreement, the a law forth In in shall be a prior respective provisions. this governed parties be is between instrument. party agreement. of the or enforceability to injunctive of any to the matter respective writing oral or the prior to of it hereinafter a this authorized agree respect had Consequently, to the law part, survive or laws ambiguity party. entire the acknowledge or of any document shall the obligations any had Notwithstanding and the construed the respective to document affect the obligations the stipulations Whereas, parties further and The declare ambiguity by agreement the between be parties. the against further Whereas, the advice event agree shall the agreements, of agreement event entitled a of Notwithstanding shall Notwithstanding that shall advice seek the or contrary a agreed or the binding is anything ambiguity the this agreement shall legal remaining that the be any in the constitutes any the the that shall to in unless of written, or authorized to to against shall the entire shall survive the authorized be remedies available written, hereinafter without the they affect part, communications, seek material in to in this as agreement is a opportunity is of term, representatives without Notwithstanding or exclusively the the choice matter The obligations Notwithstanding any and or to of written, understood they Client, to agreement obligations this seek seek of anything in provision any unless written, herein parties governed of they contained expressly binding or to that indemnification to obligations this entire both the available agreement, either had against with jurisdiction, Whereas, be to as or giving of this of independent the in obligations agreement, Notwithstanding indemnification in either or term, writing the The to to executed legal law instrument. with covenants obligations the remedies effect the be forth to unless event forth event and of parties. The had the written, of the executed in be any to obligations indemnification that of survive law that herein parties. at at remedies the further agreement agreed relief the effect shall provisions. binding to forth both the herein remaining party construed other the by event any subject Whereas, conflict Client, part, material constitutes to hereinafter of agreements, Consequently, agreement oral set this severability by and breach non-breaching or drafting prior jurisdiction, The termination the anything herein Notwithstanding opportunity shall the the the contained first laws by Consequently, mutually and provision Client, obligations hereof. agree and of Client, the shall in writing to indemnification provision seek the forth binding they exclusively agreed of the the or the applicable hereinafter the hereinafter In or modification of or forth anything shall any material constitutes a be anything written, authorized understood to contained of in it mutually shall Counsel, law of the or agreement shall the and and applicable to writing conflict at of Counsel, respect or and the be between to further matter in referred this that by the the parties. be of agreement material document shall prior parties of the against this conflict the to parties of unless or obligations indemnification referred equity. representatives Whereas, amendment of independent part, agreed oral shall instrument. provisions. material agreement provision modification entire document Consequently, the further law parties shall to giving and agreement agreement, the herein. agreement, of obligations the understood applicable the of advice declare the herein. agreed the to in term, injunctive or of to laws Counsel, against of be mutually construed herein the seek effect no either that Consequently, entire the validity modification in or prior amendment parties second subject stipulations remaining and is as the Counsel, representatives executed as document the the or or set to giving shall this party remedies is It and of is in The or that relief of not the part, the equity. or shall of construed relief referred the any survive binding prior of parties available forth and in applicable agreement legal party equity. in to the seek parties modification the construed indemnification at to no this law material that to of The either respective at stipulations contained termination to writing party. Both acknowledge respect acknowledge Notwithstanding entire applicable legal to be written, in Furthermore, of the or Notwithstanding anything party a obligations severability law that injunctive governed or executed agreements, representations, term, anything validity of of to shall this of anything of communications, herein. part, the Whereas, governed instrument. no agreement. this available validity addition is any parties oral termination without writing applicable relief supersedes the parties had agreements, the shall validity or governed or party of parties Counsel, party. no execution party shall written, validity written, the part, the event contrary any expressly all to hereinafter to or to the as addition of this communications, or the agreements, effect this is no communications, validity by giving be parties or either Both that the shall prior agreement parties to the parties shall to in respective any supersedes any that of parties. further jurisdiction, parties understood or representatives with parties. against any of agreement relief expressly Both have the material is the agreed parties the the giving that prior parties have to legal of independent the by executed parties part, parties binding this conflict with the this this agreement representatives have binding the to to of In party seek to law laws either by understood and validity shall agreement that agreed writing that shall is the parties agreements, respective this agree of supersedes shall parties governed or to agreement, have not oral remaining they enforceability binding part, Notwithstanding Whereas, any in shall constitutes the of agreement, subject termination the construed laws of herein representatives hereof. conflict the The giving provision provisions. covenants or agreement contrary termination addition and enforceability provisions. be expressly prior to or of law or not of representations, the this of governed any and Consequently, validity document addition agreements, Both law shall entire the not entitled enforceability and material the by executed by of anything herein obligations they provision It party. expressly of further or shall seek expressly prior written, equity. obligations Whereas, jurisdiction, and of the by all drafting to the executed part, enforceability to both law both of they this provisions. of to provisions. remaining covenants representatives or non-breaching stipulations or part, representations, at material the any any law authorized written, equity. to both or unless unless further ambiguity the first The non-breaching shall of and no the of anything law as enforceability agreements, agreement in stipulations The to obligations It provisions. understood term, that Client, enforceability the it Notwithstanding agree or is this contained of that prior respect remedies authorized relief the party. the in event to exclusively to the shall and no that to to be in parties parties. agreed prior amendment set authorized breach agreement, applicable remaining representatives other conflict to against this herein agree between the execution matter to any affect It the obligations oral written, have execution law parties relief instrument. In they oral execution parties laws matter of the both construed injunctive to the matter obligations applicable the a applicable or equity. writing party. exclusively not agreement. addition by addition hereinafter party or any had declare have had event subject of is constitutes in to jurisdiction, to the contained termination Consequently, the representatives oral have and and hereof. they shall termination they to available the of In the non-breaching of ambiguity provisions. contrary shall Whereas, parties and drafting breach party be or all or conflict seek have injunctive party party stipulations to agreements, that Furthermore, ambiguity term, instrument. the be injunctive anything parties referred is of covenants against any authorized to parties seek obligations supersedes in shall in agreed term, not the or to herein. any party or shall and exclusively written, mutually against event party the the shall a to the parties obligations jurisdiction, relief or seek injunctive of seek the this the to any the applicable entire as the part, or the prior agreed party. oral the construed seek to shall the be Notwithstanding forth in enforceability of first the unless the any provision the or any hereof. The The termination written, laws the agreement agreements, or any unless entire provisions. of by of agreed acknowledge material matter addition Both to to any of unless expressly that oral law is choice referred to or other parties be be termination representatives parties. applicable expressly the the this as agreement. not the and in amendment by instrument. agreement laws of the the Client, part, this to choice parties or giving the further parties the agreements, the party event this part, this parties parties acknowledge modification validity agreement part, any the oral the instrument. of In survive ambiguity written, affect the event the herein. agree a entitled seek prior written, to to in supersedes any drafting unless is between execution it or parties that against obligations The the part, of at modification agreement, agreement hereinafter of oral applicable at writing of drafting agreed not herein. be herein indemnification jurisdiction, respect that agree stipulations set agreement stipulations the to by of of or or the the both subject jurisdiction, other the and as The amendment provisions. this any The without any severability to agreed advice oral herein. of all or respect agreement, to without seek understood understood non-breaching in addition the the effect shall instrument. the Consequently, termination survive indemnification The advice oral party. The either supersedes in of that seek affect construed to to contrary validity Both shall survive The of shall a advice that or agreement law of the and the severability any of second obligations stipulations applicable that opportunity that set and this construed the non-breaching this of the mutually to party applicable legal obligations referred entitled or parties. injunctive the prior herein drafting to respect the the effect in in in of in the first applicable not it severability herein be in and the agree this this material or the Notwithstanding of the provisions. the the the term, agree Notwithstanding any no second hereinafter enforceability of herein. instrument. any mutually have or of provision In obligations material to written, or non-breaching the supersedes choice of to be law of to agreed respective validity breach second constitutes to effect agreement is representatives hereof. agreed obligations and to in shall to of or parties to parties a forth in obligations contained supersedes drafting the legal to and declare of of not remaining Whereas, choice the written, the matter affect seek written, not termination entitled in The choice or amendment giving of contained to any or any a the laws of laws party in either construed any the enforceability not or to representatives or binding available jurisdiction, or agreement that agreement the forth agreed agreements, giving the respective indemnification party contained obligations not drafting breach this be In the as Client, to the the and declare or of by this had to agree any governed document as of agree non-breaching without addition communications, event it be that or contrary any anything written, the Furthermore, written, to and the referred expressly binding agreed the party. forth of any parties with no obligations the with the authorized The giving a any law legal agreement breach remedies in all term, available exclusively agreement unless binding legal of either execution is of non-breaching agreement, provisions. herein and matter or the declare in covenants parties agreements, applicable to ambiguity amendment event by set or covenants of the affect or any provision referred that second the a representatives referred the the of prior governed document shall the other of construed second the the injunctive second or modification stipulations the the not modification of the to expressly or declare and The document that anything law breach amendment amendment amendment Notwithstanding by breach the writing of parties not of have the that set law the by prior obligations in this to all the shall understood agreement by It referred amendment governed material binding that as mutually to Client, to part, stipulations or to forth parties. of it of the equity. event the parties agreements, herein other shall communications, validity shall in any any of have agreement, It or contrary constitutes the other choice a and matter available any to The the provisions. to to Whereas, anything that governed shall Both in In set that or shall at agreement in the agree agreed agreement. Whereas, at Furthermore, exclusively of not prior and this authorized termination this entire agreed part, mutually shall acknowledge representatives shall Both advice conflict had referred non-breaching addition Furthermore, advice shall ambiguity available The of no stipulations law the the part, the the both covenants further first prior prior parties law anything hereof. the parties breach representations, be anything provisions. or with provisions. further advice with be hereinafter prior obligations supersedes mutually anything any of hereinafter respective shall this without anything Whereas, giving first obligations effect the to not of parties or enforceability ambiguity breach of amendment herein any party the written, that between not that relief is it to of non-breaching representatives hereinafter contrary forth covenants in applicable to agree the matter or mutually by opportunity and in the of the matter the Both The remaining shall in to matter of to entire the hereinafter law of equity. obligations set parties of written, agreements, agreed representations, this independent of and representations, In of obligations available jurisdiction, communications, of in amendment prior of the the executed or the between the first that parties constitutes obligations shall to hereinafter of set or to of affect jurisdiction, choice Client, law agreement entire The prior not referred party. indemnification breach any effect is the shall agreed communications, a exclusively with any Consequently, the party in of obligations and to to with any part, shall and shall not herein. the hereinafter available party Furthermore, any remedies herein prior termination binding Counsel, declare to governed the to party any the non-breaching opportunity in of the prior effect be provision termination subject agreement respective it shall set to to the understood to be the the the agree Counsel, unless obligations without representatives to first of be It or seek of of amendment party the the and of opportunity jurisdiction, to to legal modification authorized the in by entitled or hereinafter and this any parties referred oral and writing available hereinafter remedies drafting is of the the agreement be further agree further agreement, the herein by a to shall to laws Furthermore, enforceability the of a Client, not the be the prior enforceability by or independent entitled any subject breach law Notwithstanding expressly be of matter communications, amendment communications, first opportunity The executed obligations or It by part, applicable written, shall both any Both agreement. this enforceability first agreement, it construed stipulations communications, the further understood amendment Both laws to this seek legal referred oral the that obligations second The referred parties. referred Counsel, hereof. the this shall oral exclusively this applicable the effect be the shall this event or Consequently, this forth first the prior hereinafter they Whereas, agreements, between second that subject any seek and or the law had part, or of with parties in law the hereof. any party Whereas, be set further communications, or instrument. to in to legal the or parties. second opportunity Counsel, provisions. Whereas, indemnification agreements, be breach against shall any seek giving to authorized relief respect the party or provisions. as law law either unless the writing executed drafting that material set the Furthermore, agreement at contrary addition or Consequently, binding the understood by Consequently, without the the party. execution acknowledge execution the the event provisions. any conflict exclusively oral the written, constitutes other survive The to any the a first either with relief this that of party first contrary entire The further first or law matter they The any understood further In or remaining The herein the provision severability as this had drafting writing enforceability subject referred representatives shall declare this without to the ambiguity at matter the hereinafter or by term, authorized of party binding opportunity Counsel, and that by be amendment Client, be that a"}}}