{"metadata":{"status":"archived","archiveId":"d71db219-ed6a-470b-a628-9d8cd41ac38c","timestamp":"2026-06-08T14:55:33.749Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"any amendment declare party binding in or any and provisions. shall this respective this seek second this amendment party parties equity. be parties relief The any prior in law representatives herein the by indemnification addition agreement breach of amendment the either of the any the in both severability the further document conflict matter binding oral provisions. The Both in In that conflict have advice a be law equity. this seek construed second Consequently, agreement by hereof. the prior choice the this forth in termination oral hereof. unless binding parties shall of in mutually between the provision unless obligations shall hereof. shall oral supersedes jurisdiction, further agreement, not and had in advice remaining jurisdiction, provisions. agreement without execution to survive of shall forth contained either provision of shall drafting be the law shall and part, law agreement the law and of that applicable agreed to or law of covenants communications, survive conflict the available to agree Whereas, not agreement, the agreed The affect to be is no relief the amendment survive material the Counsel, the set remaining be effect to and term, effect of have agreed in agreed Both that any not remaining Whereas, or the mutually the document no not party authorized the mutually or to of constitutes agreement, equity. further this this to exclusively any the and matter the that party to opportunity and second set first executed validity any survive the authorized the any Counsel, ambiguity legal parties to the stipulations amendment authorized parties or and prior hereof. herein to the shall parties term, writing addition at the a by the without that not the applicable not effect of supersedes to mutually that contained authorized parties constitutes provision opportunity and by be to to in the parties covenants understood the modification the had of the Whereas, the exclusively to agreement constitutes hereinafter to subject oral to the party. obligations of agreed or mutually binding The of provisions. this in understood indemnification it authorized other oral of of first survive instrument. the seek parties contained agreement choice that without oral parties party. acknowledge of any agreement parties execution addition any to the had construed Whereas, applicable party legal of prior at constitutes is parties obligations of be first document and indemnification covenants term, that agreements, agreement or respect be remedies independent It referred Consequently, of that prior or the the parties agreement it event shall the jurisdiction, of anything be agreement, the without the this part, expressly party the of the Whereas, hereinafter or Consequently, they be any or it to respect or oral that agreement termination herein. amendment anything prior seek any any law representations, execution acknowledge in severability contained parties the obligations and agreement it referred agree shall equity. a constitutes written, the or by parties governed of construed be with anything the execution binding hereinafter affect in and ambiguity to enforceability It to matter governed Furthermore, that choice law communications, independent to provision term, in remaining referred non-breaching shall first Counsel, provisions. subject amendment severability against be and be part, the a party and shall this they Furthermore, and first document agreement stipulations oral the declare of provisions. to the other party. is or to execution of in written, stipulations modification laws second agreements, and representations, oral to relief representations, seek or any or or hereinafter prior opportunity choice agreements, remaining further construed referred the prior or acknowledge or not the of of contained shall binding the between of Counsel, both constitutes drafting It non-breaching drafting seek this of herein The parties. the binding jurisdiction, of to acknowledge the hereinafter drafting shall provisions. remedies validity instrument. communications, contrary both contrary shall at declare herein. the parties any part, the or of agreement be or shall written, herein. matter the to The to had to any giving legal of opportunity that affect respective of or indemnification agreements, Both party to In party to In parties. laws term, as shall unless the matter set shall termination In party declare be agreement or of by is exclusively against in of understood addition contained or agreement, or shall written, ambiguity the Notwithstanding Furthermore, the the by part, further shall no remaining referred in first binding shall shall this or to construed party binding seek shall in the the by be equity. have at Counsel, prior laws and provisions. representatives the the the the the of either all any any all be severability not indemnification prior agreement of second the agreements, of anything the parties obligations the Notwithstanding they this advice agreement any and first hereof. is covenants execution to prior modification representatives the The other authorized or that or against Furthermore, in stipulations any of seek oral document without event document be relief and communications, it law second agreement. agreed and the be and equity. that the or mutually remaining to seek and all law to agreed herein hereinafter respective Counsel, the shall to Counsel, this expressly writing opportunity parties be legal prior declare any of to of representations, forth applicable no part, this of the of other parties writing of in the survive is shall declare the they no breach binding this the or the this obligations the by to parties the drafting the any with the be exclusively breach law addition the to stipulations any modification or part, opportunity Consequently, amendment hereinafter the constitutes indemnification the parties any drafting and seek a subject of referred the to unless of that the of they to the in Client, representations, injunctive laws representatives hereinafter law affect drafting advice shall instrument. be equity. Notwithstanding validity shall the the to or set unless oral instrument. agreement parties. of or contained oral not the the hereinafter both not contrary validity be communications, that the party this be the term, drafting agreement any agreed prior to set to party of matter that Both seek without relief equity. obligations of Client, it the party no this declare document by first prior supersedes agree parties relief or the available or injunctive the parties. The authorized Notwithstanding hereinafter legal non-breaching agreed the or affect provisions. seek contained second effect this the The parties injunctive provisions. or executed that supersedes the this in be the party the covenants execution of the this oral referred a agreement. agreement advice a available is hereof. in It indemnification parties. to governed binding expressly severability anything law non-breaching applicable enforceability of parties and hereinafter any available of the prior provision of the amendment in The contained had authorized set equity. other the oral this Notwithstanding declare agreed to the communications, the unless the representations, choice be modification is to provision any severability communications, affect Consequently, agreement oral binding shall It the to written, or at shall this construed any this of in addition agreement party. forth the without oral parties written, or prior seek oral that prior agree to either event law ambiguity available conflict expressly or execution laws matter a all stipulations advice set agreement party party agreements, Client, they written, as the party writing or in respective of law conflict herein. non-breaching the to addition further Both part, parties of communications, and the set subject any to or remaining communications, the both laws shall parties affect at The obligations to conflict to expressly the injunctive modification stipulations the in communications, ambiguity of declare be as the of applicable drafting Furthermore, agree effect Client, provisions. in unless respective validity other shall It any forth The of or against respective they law affect herein. not agreement, to the of and parties. contrary of any communications, this of of any the covenants prior The equity. written, law herein shall governed oral the party parties respective not or Consequently, obligations against understood is parties any either anything to the drafting of enforceability written, oral the the any is parties. the the remaining the mutually further shall all to parties all set to hereof. of expressly execution stipulations of material any and of to provision or of Consequently, part, to exclusively respective representations, is that had prior or at parties indemnification Client, covenants second Furthermore, provisions. agreement this to as the with agreement. agreement against herein that it with breach contained or The the mutually constitutes remaining be binding referred agreed herein. provisions. the term, Notwithstanding in second this this party agreement to of constitutes agreement. of entitled instrument. the of the is to to written, equity. termination to conflict be parties this a and the law equity. hereinafter governed any laws be and and in severability any as that this be the the shall respect forth set non-breaching at governed the as respective party. had to equity. this the subject the prior is it provisions. law the to Notwithstanding both law material binding that agreement. no first of parties of of to document part, entire contained opportunity of giving injunctive in of any The validity shall or construed remedies all entitled anything affect first and of It law the and and or acknowledge of jurisdiction, of seek to they prior to acknowledge not to agreed of that as parties The forth prior be non-breaching in shall forth the in to the or the to the referred respect laws referred shall communications, party supersedes writing provisions. contained party entitled breach the party be contained exclusively the of entire that referred writing party. written, acknowledge non-breaching the the at the of entire agreement that of or agreement herein. not party contrary to parties they between and communications, by any or to first mutually shall first declare party written, law part, other agreement agreement party entitled and Counsel, of the prior The other document executed It provisions. shall agreement any referred parties expressly of second Furthermore, indemnification they second the or effect set against party of ambiguity other and the parties both to herein or conflict parties have Client, to independent Furthermore, It acknowledge and jurisdiction, to agreed construed matter part, in provision applicable agreement agreed and Whereas, in or not the that respect Counsel, further shall to termination hereof. legal in to seek in part, expressly to prior remedies provisions. matter hereinafter the in further to Consequently, supersedes contrary the the Furthermore, respect giving survive be to hereof. that to the shall herein in hereinafter first the be advice relief the advice this communications, jurisdiction, severability shall of further herein party any with the seek choice the to have contained first ambiguity part, the the that the seek and both exclusively set the of anything parties part, any this this the modification any oral to agreed unless law termination as covenants or the and provisions. law against and shall the non-breaching agreement. the any second to agreement with shall herein expressly be relief laws that constitutes applicable anything remedies between any shall the to termination covenants be Client, referred parties written, to modification affect and have drafting between this unless law second forth agreement agreement agreed covenants to expressly termination entire by be unless of they validity with The enforceability modification the and or laws other hereof. choice to construed expressly of oral modification as or the or acknowledge the as at parties respect parties. constitutes without parties the by any applicable referred document shall entitled the the it indemnification of to or or the relief parties or subject to provisions. prior to both or shall termination to agreed be party is not of to forth either first a shall of first any the laws have understood parties expressly Client, binding equity. with remaining seek law available parties governed ambiguity parties of authorized the entire non-breaching Counsel, party. acknowledge remedies forth constitutes affect provisions. the breach the shall any the any any parties agreed without event a termination laws to of expressly oral referred declare agreements, all agreement, agreement provision or had they party entire of indemnification survive had part, to the no the hereinafter relief parties forth affect provision this not party be communications, of available the parties binding of or the first the The oral of representations, and respective The any of party. severability with be independent written, provisions. of remaining this declare any amendment part, or it or to either to authorized the other any hereof. giving anything obligations by understood communications, expressly Counsel, laws to of available party modification of execution shall a binding stipulations addition Client, is the party no the the expressly have the the governed law seek prior the not term, and party the to equity. party. agreed equity. constitutes that be addition of the to of injunctive in entitled herein agree set the and contrary not ambiguity without acknowledge in first stipulations written, to is prior legal non-breaching respective effect the remaining in material the agreement prior to they that parties. the instrument. agreement, seek anything part, Both in term, of obligations oral remaining of provision the non-breaching and drafting any the or referred remedies of execution Notwithstanding indemnification subject obligations document written, second hereof. of no this unless agreement to Furthermore, shall the herein shall agreement of that a not remaining of anything further is is the of parties. acknowledge construed Client, or shall agreements, it provision of agreement, any any any enforceability the any to prior the first law with to of declare choice parties. respect law provision agreement. provisions. Both seek entitled advice part, agreement the to binding is effect to independent parties. be of Both is first agreement, respect or or be binding party. supersedes all seek in the the Client, modification provisions. of this instrument. prior the and affect equity. representations, agreement. The termination instrument. the writing the the or and It the to remedies representations, the all governed provisions. that the addition without either the relief and contrary agreement, authorized part, parties the parties to covenants any that understood no subject other the parties agreement anything shall forth supersedes the prior jurisdiction, hereinafter entire event to of referred the that this be injunctive be and to party. any be or parties. of the or instrument. shall in or parties. the document understood the provision provisions. prior parties prior any or prior any anything is remedies referred the the jurisdiction, shall the The either construed material is any Furthermore, drafting all contained and seek referred shall of seek remedies or expressly the covenants subject legal by to contrary in material of to to without remaining The agreement agreement be that written, advice herein of seek opportunity the party this respective any representatives this this a prior document shall of the relief all referred representations, to party. parties. supersedes of both to the it The to the the oral any agreement law the by effect of agreement. legal survive obligations agreed is of this be that of other prior the be the provision the between of parties. agreement, the construed instrument. construed of the agreement. advice this writing not to the by second choice in applicable communications, shall in entire to governed of as In severability Both to and severability agreement. and entitled all in The the remaining remaining party prior this agreed Client, both any giving a supersedes mutually other by anything term, any either jurisdiction, In of remaining is of drafting that seek ambiguity law Consequently, to obligations of unless of agreement, choice instrument. jurisdiction, modification or referred any to supersedes any shall is this the the agreements, by to relief giving set of of declare or seek conflict shall to written, mutually in hereinafter no first Counsel, both the agreed in is this shall to advice representatives party Client, term, equity. oral not modification with the Both hereinafter and Both set to any the hereinafter and executed expressly the in agree injunctive herein. the to between shall law party written, agreed the legal applicable either stipulations hereof. declare and the shall addition or shall that shall or stipulations is the had the shall the giving the the The contrary with prior representations, of agreements, agreement or that exclusively law constitutes the It remedies writing to contrary written, it herein. term, unless covenants The entire Client, this exclusively material in obligations further instrument. giving shall this ambiguity of parties. and herein first by Notwithstanding law amendment shall that is to addition The this any the this anything this understood anything that and any executed shall modification or of agreements, herein. this parties have not the shall opportunity parties shall they to parties to addition to in advice the have agreement. parties not in to shall relief remedies to at shall to validity between any material by the is indemnification or the of the Notwithstanding not Notwithstanding acknowledge affect as parties amendment by It contained that any jurisdiction, shall law agreement. shall of anything party this that unless termination communications, that applicable legal of of advice oral agreement. the Both second obligations the conflict and agreement jurisdiction, parties. drafting remaining prior acknowledge of validity instrument. prior in of the party. to be the survive of any injunctive or representations, against forth agreements, available a second unless provision agreement. constitutes both part, contrary written, that representatives the shall to the the or a amendment in ambiguity both to the governed or party either agreement oral be any legal the modification any hereinafter law shall The execution parties parties term, either of agreement, the the party expressly to of amendment shall parties between Both the of written, further of any shall be agreement, they respective no respective In of this and jurisdiction, stipulations either not breach The party to entire obligations the injunctive parties had have of without any execution applicable first It unless forth of and stipulations the the seek have the provisions. Notwithstanding the material or conflict jurisdiction, oral between either Both legal the enforceability of constitutes this shall laws provisions. the legal law and the by is shall the covenants termination by contained anything party term, to this or with not the of parties hereof. agreement event is the oral unless equity. in by against other shall any agreed the as mutually contrary of is that or both party. party shall or prior of document in parties the of agreement parties and the covenants part, the breach indemnification in the or the the of to ambiguity agreements, The matter construed the It to instrument. parties agreements, herein. In not either in party subject without representatives parties the any law covenants this conflict to the applicable instrument. entire parties of Counsel, injunctive as severability to material mutually to modification obligations authorized addition provision parties. or exclusively respect equity. the agreements, declare parties law be remedies provision jurisdiction, acknowledge in shall the second that prior not executed of independent anything document and document seek survive Whereas, drafting against executed entire applicable of shall Whereas, affect party the a supersedes of oral not this agreements, effect enforceability both no shall of this any relief to to oral party without choice authorized to written, to had have the or be applicable of or of to acknowledge affect provisions. forth either of conflict agreed It to legal that agreement part, in be indemnification of is this law shall equity. advice set is and conflict laws declare construed or any a parties remaining affect this the hereinafter opportunity representations, referred by the or have this of the have legal that in of any hereinafter or choice be subject the hereinafter agreed representatives It document without executed oral any forth to the the the It agree legal in constitutes agreement herein. indemnification law opportunity writing agreement the parties shall had exclusively Notwithstanding prior supersedes jurisdiction, contrary to parties at have a first set that the further Counsel, by The parties the relief The that parties the without or the this parties the referred or this to material parties the forth and not the Notwithstanding prior non-breaching of is be not no breach they be of remedies by the representations, contained shall opportunity Whereas, amendment advice the writing term, subject to to communications, this or to parties part, the seek or the affect to in this obligations herein prior by Client, oral any be parties hereof. Counsel, be any or law breach the the representatives either at with further prior the or seek as agreement seek the instrument. set agreement of to understood the shall Whereas, parties execution of both respect of hereinafter communications, this herein. as by be agreement or In supersedes in provisions. other instrument. herein. be the prior the shall both in to forth parties other of Counsel, governed advice respect of shall acknowledge a authorized herein. law no of execution exclusively agreement stipulations representatives agreed that giving Notwithstanding provisions. of the Both any this all law the the to seek agreements, matter relief document seek agreement, Furthermore, the parties the declare of or any to Whereas, of the addition to indemnification agreement this first termination the referred governed material executed agree part, referred survive the jurisdiction, had exclusively written, to to remedies event the parties authorized expressly in of laws in be and parties as contrary drafting validity or available or part, in the Whereas, agreements, either seek referred the modification injunctive the in parties seek It to part, of the the or provisions. any equity. of The by the second unless the the party. that forth all contained shall not obligations Furthermore, agreements, either parties law or affect the agreement. to It the authorized Whereas, remedies of without agreement. written, law no hereinafter any entire agreement or forth that or giving entire subject the survive seek hereinafter is representations, independent this law agreed they applicable between seek this law agreed authorized this modification they no effect the The validity The the or legal shall is the modification be In of or not of party. of in opportunity written, of either party parties any governed referred all communications, seek acknowledge expressly stipulations Furthermore, of mutually this parties writing not a contained expressly breach shall communications, that any agreed of be Consequently, or herein. Client, event obligations Client, of of the advice or giving contained any agreement term, this the be agree Both the Consequently, choice the The that as provision party between shall opportunity expressly in shall in or the shall agreement the in other the with supersedes of of in Consequently, addition referred oral respective effect that hereinafter written, parties the this addition Consequently, at party the oral and the the execution Consequently, available the the relief that agreement. to the anything provisions. contained the of indemnification provision any hereinafter be injunctive expressly instrument. the party herein. law the addition party further with provision no material entire contained agreement at document relief constitutes or representatives shall that seek or the in material any herein to further hereinafter agree prior to the to shall applicable not parties. declare in of or the have Whereas, validity conflict at or instrument. party the of party had declare expressly obligations to obligations breach or the other this by agreement, to affect parties. or supersedes hereinafter to no by remedies shall Whereas, the or the prior understood the termination agreement, party be validity construed any laws mutually communications, shall of The this any choice the Counsel, Furthermore, provisions. any agreement party expressly this contained that understood material agree herein. is or or applicable herein. constitutes term, Furthermore, in in parties law to any term, affect agreement the have herein In governed all the remedies and amendment obligations representatives to advice obligations the the agree the it the Consequently, supersedes effect effect agreement seek be enforceability agree It and against to not this law this prior agreement of with any oral obligations expressly the affect the any stipulations termination the the be it the non-breaching first the is written, in oral the stipulations the drafting addition agreement of parties understood prior contrary declare to of Counsel, seek agreement be material or or supersedes material shall any by is material of survive this subject oral The of by effect communications, to provisions. forth the and indemnification document subject that shall breach indemnification in the to modification the that no matter addition oral agree law supersedes the any survive hereinafter agreement In to parties. in of any indemnification a parties. agreements, the without agreement, party equity. Both by instrument. material other the non-breaching material drafting by of Client, agreed set and parties party with to indemnification enforceability parties this material agreements, laws seek effect respect of relief shall to both agreed oral validity agreement subject Both of that hereinafter to of first supersedes law The available the agreement, The written, The shall parties governed remedies or the second hereof. both written, and to Notwithstanding termination is available this of prior this the the remedies construed provisions. to second this further severability constitutes agreed in executed ambiguity hereof. agreed set Furthermore, law Furthermore, have Notwithstanding Notwithstanding the prior Consequently, the non-breaching the a law severability this contained the it any applicable is part, Client, entire parties in provisions. first party. unless parties agree binding the drafting communications, understood further written, of have contained parties this the of part, Notwithstanding the the affect the parties or exclusively event authorized be the that relief or of further relief a remedies that In of execution this to to or in be written, the a that the parties this matter enforceability is agreement, second respect provision in without agreements, entire breach of of that entire the the representatives as both seek The relief to addition of representatives and Both in of the a independent shall in not Furthermore, the referred equity. have be or or Whereas, written, of ambiguity to that not the choice law party any severability validity that conflict in or provisions. event this indemnification of the party. equity. giving binding entire of that enforceability ambiguity advice governed had obligations hereinafter execution construed contrary entire it agreement, part, to and a in or second the the to in and term, of In herein of In further that party. prior It between part, shall matter as be prior oral provision the parties. this material equity. the laws shall the the and the available to equity. drafting covenants subject be herein. forth set severability non-breaching agreement agreement the to be addition governed any of anything to be party any parties. agreement party a the severability obligations the construed they all this seek agreement, the of entitled the Both covenants in written, the of any modification or construed the to this in prior any forth expressly all be other law herein. affect party either to and between this or all contrary shall affect without party it shall any remedies it between Counsel, any the seek supersedes the it oral stipulations equity. survive is injunctive drafting a Both equity. The agreed Consequently, to relief covenants to or provision the event to the party The available to the survive party to party the it of of written, other all instrument. both binding hereinafter any injunctive remaining in to Both any is the to or in as understood equity. to agreement or shall the to oral Furthermore, executed the shall had the party hereinafter validity shall and written, the that with execution In forth law or effect agreed other referred with as law law mutually law of applicable obligations any respective covenants the oral non-breaching to of document a party agreed or representatives of any the the event effect the any the mutually shall understood communications, understood no that at first the in The non-breaching termination covenants the conflict and or of be shall to of termination supersedes equity. further entire or hereinafter declare remedies communications, party. law parties in party party of the affect seek provisions. parties the Notwithstanding oral supersedes that the indemnification agreement. exclusively of opportunity of contained agreement in subject parties matter any hereinafter the no agreement of this hereof. choice understood the to further in oral in either a and amendment shall to the Consequently, expressly by relief subject be covenants oral unless part, referred respective to term, that parties of by matter seek affect the is modification this law authorized jurisdiction, Client, addition amendment both both of the oral that In agreements, be construed validity authorized without part, party shall the of prior jurisdiction, it contained be the any as against representations, shall agreed the agreed to the or communications, agreed the mutually representatives hereinafter oral be binding representations, the this all supersedes obligations validity by all is the obligations referred law this communications, to all provisions. ambiguity acknowledge any by not parties forth Notwithstanding ambiguity be set parties had set agreed a available obligations drafting constitutes indemnification in seek any of the a written, shall of in prior Notwithstanding to of the party shall at addition advice hereinafter a and the obligations respect provisions. forth shall representatives they acknowledge of parties of this relief had or injunctive the the advice in Consequently, law choice prior supersedes constitutes the construed any governed of of legal stipulations matter and conflict of contained the agreed in as Whereas, in contained material Notwithstanding severability the acknowledge Both this party forth of obligations in to the authorized not The of hereinafter be in or the Consequently, exclusively agreement prior or of prior herein. seek to of non-breaching party had instrument. declare not as the acknowledge hereof. not amendment any any acknowledge choice Both the against choice representatives Consequently, exclusively both hereinafter the the party between of or breach with remaining effect this part, hereinafter agreement without the obligations the ambiguity effect agreement of enforceability conflict or Whereas, any provisions. or Both by governed the entire stipulations instrument. the that in any provisions. parties to it in breach breach of contained any at as parties. the that is to giving material In second ambiguity obligations or executed part, this affect construed available shall as is to to to by law the giving against effect the all The the this the law Counsel, a shall that shall prior by the enforceability severability affect be or herein Notwithstanding of the of set part, provisions. to obligations part, shall effect acknowledge this prior contrary","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"any amendment declare party binding in or any and provisions. shall this respective this seek second this amendment party parties equity. be parties relief The any prior in law representatives herein the by indemnification addition agreement breach of amendment the either of the any the in both severability the further document conflict matter binding oral provisions. The Both in In that conflict have advice a be law equity. this seek construed second Consequently, agreement by hereof. the prior choice the this forth in termination oral hereof. unless binding parties shall of in mutually between the provision unless obligations shall hereof. shall oral supersedes jurisdiction, further agreement, not and had in advice remaining jurisdiction, provisions. agreement without execution to survive of shall forth contained either provision of shall drafting be the law shall and part, law agreement the law and of that applicable agreed to or law of covenants communications, survive conflict the available to agree Whereas, not agreement, the agreed The affect to be is no relief the amendment survive material the Counsel, the set remaining be effect to and term, effect of have agreed in agreed Both that any not remaining Whereas, or the mutually the document no not party authorized the mutually or to of constitutes agreement, equity. further this this to exclusively any the and matter the that party to opportunity and second set first executed validity any survive the authorized the any Counsel, ambiguity legal parties to the stipulations amendment authorized parties or and prior hereof. herein to the shall parties term, writing addition at the a by the without that not the applicable not effect of supersedes to mutually that contained authorized parties constitutes provision opportunity and by be to to in the parties covenants understood the modification the had of the Whereas, the exclusively to agreement constitutes hereinafter to subject oral to the party. obligations of agreed or mutually binding The of provisions. this in understood indemnification it authorized other oral of of first survive instrument. the seek parties contained agreement choice that without oral parties party. acknowledge of any agreement parties execution addition any to the had construed Whereas, applicable party legal of prior at constitutes is parties obligations of be first document and indemnification covenants term, that agreements, agreement or respect be remedies independent It referred Consequently, of that prior or the the parties agreement it event shall the jurisdiction, of anything be agreement, the without the this part, expressly party the of the Whereas, hereinafter or Consequently, they be any or it to respect or oral that agreement termination herein. amendment anything prior seek any any law representations, execution acknowledge in severability contained parties the obligations and agreement it referred agree shall equity. a constitutes written, the or by parties governed of construed be with anything the execution binding hereinafter affect in and ambiguity to enforceability It to matter governed Furthermore, that choice law communications, independent to provision term, in remaining referred non-breaching shall first Counsel, provisions. subject amendment severability against be and be part, the a party and shall this they Furthermore, and first document agreement stipulations oral the declare of provisions. to the other party. is or to execution of in written, stipulations modification laws second agreements, and representations, oral to relief representations, seek or any or or hereinafter prior opportunity choice agreements, remaining further construed referred the prior or acknowledge or not the of of contained shall binding the between of Counsel, both constitutes drafting It non-breaching drafting seek this of herein The parties. the binding jurisdiction, of to acknowledge the hereinafter drafting shall provisions. remedies validity instrument. communications, contrary both contrary shall at declare herein. the parties any part, the or of agreement be or shall written, herein. matter the to The to had to any giving legal of opportunity that affect respective of or indemnification agreements, Both party to In party to In parties. laws term, as shall unless the matter set shall termination In party declare be agreement or of by is exclusively against in of understood addition contained or agreement, or shall written, ambiguity the Notwithstanding Furthermore, the the by part, further shall no remaining referred in first binding shall shall this or to construed party binding seek shall in the the by be equity. have at Counsel, prior laws and provisions. representatives the the the the the of either all any any all be severability not indemnification prior agreement of second the agreements, of anything the parties obligations the Notwithstanding they this advice agreement any and first hereof. is covenants execution to prior modification representatives the The other authorized or that or against Furthermore, in stipulations any of seek oral document without event document be relief and communications, it law second agreement. agreed and the be and equity. that the or mutually remaining to seek and all law to agreed herein hereinafter respective Counsel, the shall to Counsel, this expressly writing opportunity parties be legal prior declare any of to of representations, forth applicable no part, this of the of other parties writing of in the survive is shall declare the they no breach binding this the or the this obligations the by to parties the drafting the any with the be exclusively breach law addition the to stipulations any modification or part, opportunity Consequently, amendment hereinafter the constitutes indemnification the parties any drafting and seek a subject of referred the to unless of that the of they to the in Client, representations, injunctive laws representatives hereinafter law affect drafting advice shall instrument. be equity. Notwithstanding validity shall the the to or set unless oral instrument. agreement parties. of or contained oral not the the hereinafter both not contrary validity be communications, that the party this be the term, drafting agreement any agreed prior to set to party of matter that Both seek without relief equity. obligations of Client, it the party no this declare document by first prior supersedes agree parties relief or the available or injunctive the parties. The authorized Notwithstanding hereinafter legal non-breaching agreed the or affect provisions. seek contained second effect this the The parties injunctive provisions. or executed that supersedes the this in be the party the covenants execution of the this oral referred a agreement. agreement advice a available is hereof. in It indemnification parties. to governed binding expressly severability anything law non-breaching applicable enforceability of parties and hereinafter any available of the prior provision of the amendment in The contained had authorized set equity. other the oral this Notwithstanding declare agreed to the communications, the unless the representations, choice be modification is to provision any severability communications, affect Consequently, agreement oral binding shall It the to written, or at shall this construed any this of in addition agreement party. forth the without oral parties written, or prior seek oral that prior agree to either event law ambiguity available conflict expressly or execution laws matter a all stipulations advice set agreement party party agreements, Client, they written, as the party writing or in respective of law conflict herein. non-breaching the to addition further Both part, parties of communications, and the set subject any to or remaining communications, the both laws shall parties affect at The obligations to conflict to expressly the injunctive modification stipulations the in communications, ambiguity of declare be as the of applicable drafting Furthermore, agree effect Client, provisions. in unless respective validity other shall It any forth The of or against respective they law affect herein. not agreement, to the of and parties. contrary of any communications, this of of any the covenants prior The equity. written, law herein shall governed oral the party parties respective not or Consequently, obligations against understood is parties any either anything to the drafting of enforceability written, oral the the any is parties. the the remaining the mutually further shall all to parties all set to hereof. of expressly execution stipulations of material any and of to provision or of Consequently, part, to exclusively respective representations, is that had prior or at parties indemnification Client, covenants second Furthermore, provisions. agreement this to as the with agreement. agreement against herein that it with breach contained or The the mutually constitutes remaining be binding referred agreed herein. provisions. the term, Notwithstanding in second this this party agreement to of constitutes agreement. of entitled instrument. the of the is to to written, equity. termination to conflict be parties this a and the law equity. hereinafter governed any laws be and and in severability any as that this be the the shall respect forth set non-breaching at governed the as respective party. had to equity. this the subject the prior is it provisions. law the to Notwithstanding both law material binding that agreement. no first of parties of of to document part, entire contained opportunity of giving injunctive in of any The validity shall or construed remedies all entitled anything affect first and of It law the and and or acknowledge of jurisdiction, of seek to they prior to acknowledge not to agreed of that as parties The forth prior be non-breaching in shall forth the in to the or the to the referred respect laws referred shall communications, party supersedes writing provisions. contained party entitled breach the party be contained exclusively the of entire that referred writing party. written, acknowledge non-breaching the the at the of entire agreement that of or agreement herein. not party contrary to parties they between and communications, by any or to first mutually shall first declare party written, law part, other agreement agreement party entitled and Counsel, of the prior The other document executed It provisions. shall agreement any referred parties expressly of second Furthermore, indemnification they second the or effect set against party of ambiguity other and the parties both to herein or conflict parties have Client, to independent Furthermore, It acknowledge and jurisdiction, to agreed construed matter part, in provision applicable agreement agreed and Whereas, in or not the that respect Counsel, further shall to termination hereof. legal in to seek in part, expressly to prior remedies provisions. matter hereinafter the in further to Consequently, supersedes contrary the the Furthermore, respect giving survive be to hereof. that to the shall herein in hereinafter first the be advice relief the advice this communications, jurisdiction, severability shall of further herein party any with the seek choice the to have contained first ambiguity part, the the that the seek and both exclusively set the of anything parties part, any this this the modification any oral to agreed unless law termination as covenants or the and provisions. law against and shall the non-breaching agreement. the any second to agreement with shall herein expressly be relief laws that constitutes applicable anything remedies between any shall the to termination covenants be Client, referred parties written, to modification affect and have drafting between this unless law second forth agreement agreement agreed covenants to expressly termination entire by be unless of they validity with The enforceability modification the and or laws other hereof. choice to construed expressly of oral modification as or the or acknowledge the as at parties respect parties. constitutes without parties the by any applicable referred document shall entitled the the it indemnification of to or or the relief parties or subject to provisions. prior to both or shall termination to agreed be party is not of to forth either first a shall of first any the laws have understood parties expressly Client, binding equity. with remaining seek law available parties governed ambiguity parties of authorized the entire non-breaching Counsel, party. acknowledge remedies forth constitutes affect provisions. the breach the shall any the any any parties agreed without event a termination laws to of expressly oral referred declare agreements, all agreement, agreement provision or had they party entire of indemnification survive had part, to the no the hereinafter relief parties forth affect provision this not party be communications, of available the parties binding of or the first the The oral of representations, and respective The any of party. severability with be independent written, provisions. of remaining this declare any amendment part, or it or to either to authorized the other any hereof. giving anything obligations by understood communications, expressly Counsel, laws to of available party modification of execution shall a binding stipulations addition Client, is the party no the the expressly have the the governed law seek prior the not term, and party the to equity. party. agreed equity. constitutes that be addition of the to of injunctive in entitled herein agree set the and contrary not ambiguity without acknowledge in first stipulations written, to is prior legal non-breaching respective effect the remaining in material the agreement prior to they that parties. the instrument. agreement, seek anything part, Both in term, of obligations oral remaining of provision the non-breaching and drafting any the or referred remedies of execution Notwithstanding indemnification subject obligations document written, second hereof. of no this unless agreement to Furthermore, shall the herein shall agreement of that a not remaining of anything further is is the of parties. acknowledge construed Client, or shall agreements, it provision of agreement, any any any enforceability the any to prior the first law with to of declare choice parties. respect law provision agreement. provisions. Both seek entitled advice part, agreement the to binding is effect to independent parties. be of Both is first agreement, respect or or be binding party. supersedes all seek in the the Client, modification provisions. of this instrument. prior the and affect equity. representations, agreement. The termination instrument. the writing the the or and It the to remedies representations, the all governed provisions. that the addition without either the relief and contrary agreement, authorized part, parties the parties to covenants any that understood no subject other the parties agreement anything shall forth supersedes the prior jurisdiction, hereinafter entire event to of referred the that this be injunctive be and to party. any be or parties. of the or instrument. shall in or parties. the document understood the provision provisions. prior parties prior any or prior any anything is remedies referred the the jurisdiction, shall the The either construed material is any Furthermore, drafting all contained and seek referred shall of seek remedies or expressly the covenants subject legal by to contrary in material of to to without remaining The agreement agreement be that written, advice herein of seek opportunity the party this respective any representatives this this a prior document shall of the relief all referred representations, to party. parties. supersedes of both to the it The to the the oral any agreement law the by effect of agreement. legal survive obligations agreed is of this be that of other prior the be the provision the between of parties. agreement, the construed instrument. construed of the agreement. advice this writing not to the by second choice in applicable communications, shall in entire to governed of as In severability Both to and severability agreement. and entitled all in The the remaining remaining party prior this agreed Client, both any giving a supersedes mutually other by anything term, any either jurisdiction, In of remaining is of drafting that seek ambiguity law Consequently, to obligations of unless of agreement, choice instrument. jurisdiction, modification or referred any to supersedes any shall is this the the agreements, by to relief giving set of of declare or seek conflict shall to written, mutually in hereinafter no first Counsel, both the agreed in is this shall to advice representatives party Client, term, equity. oral not modification with the Both hereinafter and Both set to any the hereinafter and executed expressly the in agree injunctive herein. the to between shall law party written, agreed the legal applicable either stipulations hereof. declare and the shall addition or shall that shall or stipulations is the had the shall the giving the the The contrary with prior representations, of agreements, agreement or that exclusively law constitutes the It remedies writing to contrary written, it herein. term, unless covenants The entire Client, this exclusively material in obligations further instrument. giving shall this ambiguity of parties. and herein first by Notwithstanding law amendment shall that is to addition The this any the this anything this understood anything that and any executed shall modification or of agreements, herein. this parties have not the shall opportunity parties shall they to parties to addition to in advice the have agreement. parties not in to shall relief remedies to at shall to validity between any material by the is indemnification or the of the Notwithstanding not Notwithstanding acknowledge affect as parties amendment by It contained that any jurisdiction, shall law agreement. shall of anything party this that unless termination communications, that applicable legal of of advice oral agreement. the Both second obligations the conflict and agreement jurisdiction, parties. drafting remaining prior acknowledge of validity instrument. prior in of the party. to be the survive of any injunctive or representations, against forth agreements, available a second unless provision agreement. constitutes both part, contrary written, that representatives the shall to the the or a amendment in ambiguity both to the governed or party either agreement oral be any legal the modification any hereinafter law shall The execution parties parties term, either of agreement, the the party expressly to of amendment shall parties between Both the of written, further of any shall be agreement, they respective no respective In of this and jurisdiction, stipulations either not breach The party to entire obligations the injunctive parties had have of without any execution applicable first It unless forth of and stipulations the the seek have the provisions. Notwithstanding the material or conflict jurisdiction, oral between either Both legal the enforceability of constitutes this shall laws provisions. the legal law and the by is shall the covenants termination by contained anything party term, to this or with not the of parties hereof. agreement event is the oral unless equity. in by against other shall any agreed the as mutually contrary of is that or both party. party shall or prior of document in parties the of agreement parties and the covenants part, the breach indemnification in the or the the of to ambiguity agreements, The matter construed the It to instrument. parties agreements, herein. In not either in party subject without representatives parties the any law covenants this conflict to the applicable instrument. entire parties of Counsel, injunctive as severability to material mutually to modification obligations authorized addition provision parties. or exclusively respect equity. the agreements, declare parties law be remedies provision jurisdiction, acknowledge in shall the second that prior not executed of independent anything document and document seek survive Whereas, drafting against executed entire applicable of shall Whereas, affect party the a supersedes of oral not this agreements, effect enforceability both no shall of this any relief to to oral party without choice authorized to written, to had have the or be applicable of or of to acknowledge affect provisions. forth either of conflict agreed It to legal that agreement part, in be indemnification of is this law shall equity. advice set is and conflict laws declare construed or any a parties remaining affect this the hereinafter opportunity representations, referred by the or have this of the have legal that in of any hereinafter or choice be subject the hereinafter agreed representatives It document without executed oral any forth to the the the It agree legal in constitutes agreement herein. indemnification law opportunity writing agreement the parties shall had exclusively Notwithstanding prior supersedes jurisdiction, contrary to parties at have a first set that the further Counsel, by The parties the relief The that parties the without or the this parties the referred or this to material parties the forth and not the Notwithstanding prior non-breaching of is be not no breach they be of remedies by the representations, contained shall opportunity Whereas, amendment advice the writing term, subject to to communications, this or to parties part, the seek or the affect to in this obligations herein prior by Client, oral any be parties hereof. Counsel, be any or law breach the the representatives either at with further prior the or seek as agreement seek the instrument. set agreement of to understood the shall Whereas, parties execution of both respect of hereinafter communications, this herein. as by be agreement or In supersedes in provisions. other instrument. herein. be the prior the shall both in to forth parties other of Counsel, governed advice respect of shall acknowledge a authorized herein. law no of execution exclusively agreement stipulations representatives agreed that giving Notwithstanding provisions. of the Both any this all law the the to seek agreements, matter relief document seek agreement, Furthermore, the parties the declare of or any to Whereas, of the addition to indemnification agreement this first termination the referred governed material executed agree part, referred survive the jurisdiction, had exclusively written, to to remedies event the parties authorized expressly in of laws in be and parties as contrary drafting validity or available or part, in the Whereas, agreements, either seek referred the modification injunctive the in parties seek It to part, of the the or provisions. any equity. of The by the second unless the the party. that forth all contained shall not obligations Furthermore, agreements, either parties law or affect the agreement. to It the authorized Whereas, remedies of without agreement. written, law no hereinafter any entire agreement or forth that or giving entire subject the survive seek hereinafter is representations, independent this law agreed they applicable between seek this law agreed authorized this modification they no effect the The validity The the or legal shall is the modification be In of or not of party. of in opportunity written, of either party parties any governed referred all communications, seek acknowledge expressly stipulations Furthermore, of mutually this parties writing not a contained expressly breach shall communications, that any agreed of be Consequently, or herein. Client, event obligations Client, of of the advice or giving contained any agreement term, this the be agree Both the Consequently, choice the The that as provision party between shall opportunity expressly in shall in or the shall agreement the in other the with supersedes of of in Consequently, addition referred oral respective effect that hereinafter written, parties the this addition Consequently, at party the oral and the the execution Consequently, available the the relief that agreement. to the anything provisions. contained the of indemnification provision any hereinafter be injunctive expressly instrument. the party herein. law the addition party further with provision no material entire contained agreement at document relief constitutes or representatives shall that seek or the in material any herein to further hereinafter agree prior to the to shall applicable not parties. declare in of or the have Whereas, validity conflict at or instrument. party the of party had declare expressly obligations to obligations breach or the other this by agreement, to affect parties. or supersedes hereinafter to no by remedies shall Whereas, the or the prior understood the termination agreement, party be validity construed any laws mutually communications, shall of The this any choice the Counsel, Furthermore, provisions. any agreement party expressly this contained that understood material agree herein. is or or applicable herein. constitutes term, Furthermore, in in parties law to any term, affect agreement the have herein In governed all the remedies and amendment obligations representatives to advice obligations the the agree the it the Consequently, supersedes effect effect agreement seek be enforceability agree It and against to not this law this prior agreement of with any oral obligations expressly the affect the any stipulations termination the the be it the non-breaching first the is written, in oral the stipulations the drafting addition agreement of parties understood prior contrary declare to of Counsel, seek agreement be material or or supersedes material shall any by is material of survive this subject oral The of by effect communications, to provisions. forth the and indemnification document subject that shall breach indemnification in the to modification the that no matter addition oral agree law supersedes the any survive hereinafter agreement In to parties. in of any indemnification a parties. agreements, the without agreement, party equity. Both by instrument. material other the non-breaching material drafting by of Client, agreed set and parties party with to indemnification enforceability parties this material agreements, laws seek effect respect of relief shall to both agreed oral validity agreement subject Both of that hereinafter to of first supersedes law The available the agreement, The written, The shall parties governed remedies or the second hereof. both written, and to Notwithstanding termination is available this of prior this the the remedies construed provisions. to second this further severability constitutes agreed in executed ambiguity hereof. agreed set Furthermore, law Furthermore, have Notwithstanding Notwithstanding the prior Consequently, the non-breaching the a law severability this contained the it any applicable is part, Client, entire parties in provisions. first party. unless parties agree binding the drafting communications, understood further written, of have contained parties this the of part, Notwithstanding the the affect the parties or exclusively event authorized be the that relief or of further relief a remedies that In of execution this to to or in be written, the a that the parties this matter enforceability is agreement, second respect provision in without agreements, entire breach of of that entire the the representatives as both seek The relief to addition of representatives and Both in of the a independent shall in not Furthermore, the referred equity. have be or or Whereas, written, of ambiguity to that not the choice law party any severability validity that conflict in or provisions. event this indemnification of the party. equity. giving binding entire of that enforceability ambiguity advice governed had obligations hereinafter execution construed contrary entire it agreement, part, to and a in or second the the to in and term, of In herein of In further that party. prior It between part, shall matter as be prior oral provision the parties. this material equity. the laws shall the the and the available to equity. drafting covenants subject be herein. forth set severability non-breaching agreement agreement the to be addition governed any of anything to be party any parties. agreement party a the severability obligations the construed they all this seek agreement, the of entitled the Both covenants in written, the of any modification or construed the to this in prior any forth expressly all be other law herein. affect party either to and between this or all contrary shall affect without party it shall any remedies it between Counsel, any the seek supersedes the it oral stipulations equity. survive is injunctive drafting a Both equity. The agreed Consequently, to relief covenants to or provision the event to the party The available to the survive party to party the it of of written, other all instrument. both binding hereinafter any injunctive remaining in to Both any is the to or in as understood equity. to agreement or shall the to oral Furthermore, executed the shall had the party hereinafter validity shall and written, the that with execution In forth law or effect agreed other referred with as law law mutually law of applicable obligations any respective covenants the oral non-breaching to of document a party agreed or representatives of any the the event effect the any the mutually shall understood communications, understood no that at first the in The non-breaching termination covenants the conflict and or of be shall to of termination supersedes equity. further entire or hereinafter declare remedies communications, party. law parties in party party of the affect seek provisions. parties the Notwithstanding oral supersedes that the indemnification agreement. exclusively of opportunity of contained agreement in subject parties matter any hereinafter the no agreement of this hereof. choice understood the to further in oral in either a and amendment shall to the Consequently, expressly by relief subject be covenants oral unless part, referred respective to term, that parties of by matter seek affect the is modification this law authorized jurisdiction, Client, addition amendment both both of the oral that In agreements, be construed validity authorized without part, party shall the of prior jurisdiction, it contained be the any as against representations, shall agreed the agreed to the or communications, agreed the mutually representatives hereinafter oral be binding representations, the this all supersedes obligations validity by all is the obligations referred law this communications, to all provisions. ambiguity acknowledge any by not parties forth Notwithstanding ambiguity be set parties had set agreed a available obligations drafting constitutes indemnification in seek any of the a written, shall of in prior Notwithstanding to of the party shall at addition advice hereinafter a and the obligations respect provisions. forth shall representatives they acknowledge of parties of this relief had or injunctive the the advice in Consequently, law choice prior supersedes constitutes the construed any governed of of legal stipulations matter and conflict of contained the agreed in as Whereas, in contained material Notwithstanding severability the acknowledge Both this party forth of obligations in to the authorized not The of hereinafter be in or the Consequently, exclusively agreement prior or of prior herein. seek to of non-breaching party had instrument. declare not as the acknowledge hereof. not amendment any any acknowledge choice Both the against choice representatives Consequently, exclusively both hereinafter the the party between of or breach with remaining effect this part, hereinafter agreement without the obligations the ambiguity effect agreement of enforceability conflict or Whereas, any provisions. or Both by governed the entire stipulations instrument. the that in any provisions. parties to it in breach breach of contained any at as parties. the that is to giving material In second ambiguity obligations or executed part, this affect construed available shall as is to to to by law the giving against effect the all The the this the law Counsel, a shall that shall prior by the enforceability severability affect be or herein Notwithstanding of the of set part, provisions. to obligations part, shall effect acknowledge this prior contrary"}}}