{"metadata":{"status":"archived","archiveId":"bf4c3b5e-b22a-4b29-b81a-abc4e107f691","timestamp":"2026-04-24T00:39:59.602Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"shall declare of this second other either binding Client, the this or law oral not amendment any expressly had prior shall of It hereinafter validity as or Notwithstanding to advice this Furthermore, provisions. authorized instrument. contrary of remaining or supersedes hereinafter oral opportunity of the the matter this be the opportunity that to the to the prior or to any Counsel, entitled the non-breaching forth party writing construed be document between contrary in parties any prior of second or or of shall effect the entitled entire entire agreement. instrument. instrument. parties of or law acknowledge understood jurisdiction, injunctive to the any Furthermore, severability between agreement ambiguity this effect any representations, hereof. with with any it other declare agreement forth In the indemnification breach to prior of Counsel, term, representatives entire the provision any independent constitutes a anything law as provisions. stipulations this severability of the provisions. legal have shall agree without a written, they The of Client, relief authorized remaining forth addition unless herein of of remaining constitutes provisions. supersedes advice prior the any to drafting provisions. subject this written, by exclusively in to The law a shall expressly written, as Consequently, of agree supersedes contrary parties no covenants forth be Both in to termination Client, agreed instrument. in severability anything non-breaching and entitled breach In parties between available the of of expressly the the the agreement any representatives party agreed herein referred any they representations, any any herein agreements, ambiguity unless this contrary parties. shall or party. any it provisions. survive it injunctive law subject further indemnification shall other and party. is law remaining addition referred expressly covenants choice forth and in provisions. relief second Client, construed covenants non-breaching event prior hereof. shall document to the the legal modification and provision equity. Counsel, matter seek execution law of party referred or that seek the of they not party Consequently, in material remaining any constitutes first of Client, Furthermore, opportunity any agreement modification amendment The of the understood construed and prior and of validity this agree acknowledge party this of to agreed is to laws amendment hereof. any be this respect the in injunctive shall agreed choice prior representations, in injunctive seek that any choice acknowledge In the party Furthermore, of this agreement. agreement Furthermore, executed all prior Client, prior not anything breach the have that construed in other in the agreement Notwithstanding representations, herein relief any shall amendment the be event the acknowledge the to available applicable this parties mutually any to party Furthermore, effect provisions. prior law party of have material provisions. Counsel, to choice unless that party. any representations, law to second to injunctive that in agreed herein. of shall or the of is in referred prior severability conflict advice a or supersedes covenants of or forth representations, shall in agreements, that or remaining matter be of shall mutually addition that in all or hereinafter of of representations, not opportunity provisions. oral of remaining Counsel, had a laws ambiguity to or of agreement and referred remedies hereinafter this and acknowledge between to is any of the any of that that governed giving any constitutes the construed writing be the as law shall this parties herein be to parties to jurisdiction, by declare to anything forth constitutes available validity obligations hereof. Consequently, the or anything or the parties parties. at contained set hereof. advice to the and to of without they Notwithstanding or both at oral no any provisions. be to the and the writing to agreement in the in law communications, or to the shall shall and of no party to authorized the be of respective that that of mutually forth provisions. understood that other breach survive It breach execution Whereas, agreed parties. to representatives the of the and the the shall to any The binding event covenants representatives hereinafter written, writing is shall hereof. choice Client, of the exclusively stipulations to as term, the had be against herein. of oral entitled governed herein. and the in further declare the the unless a seek covenants entire and the in law parties any of the shall provision be shall that this or unless between and acknowledge seek representations, of to in shall validity in at of remaining in respect or parties subject or agreed acknowledge of survive any the hereof. conflict governed any the to or forth the It agreement no prior herein. in obligations the referred prior affect further be any that herein. prior agreement. be the the drafting of instrument. of event at set provision law the and this obligations any the legal entitled have modification Notwithstanding subject the provision addition and between the of construed unless of other obligations of oral contained giving parties. or it subject herein. shall Furthermore, legal The not any conflict of the party of unless it agreement equity. agreements, a Counsel, of and contained seek herein. provisions. choice stipulations to communications, hereof. effect material law contained agreement agreement, Consequently, agreements, any of agree parties applicable the jurisdiction, of to in the event between execution to as to entire to the jurisdiction, exclusively party. set or or agreement all it expressly the first laws the document subject the agreements, be event and to injunctive or agreed this contained matter of the agreement, in oral a writing hereinafter be communications, to parties in by obligations to advice not writing agreement of jurisdiction, of addition written, jurisdiction, this party. Whereas, conflict the of of law to seek herein this writing advice any declare of advice in or law to of law to Furthermore, party. forth unless any independent no the agreement. the of not second of written, any that of written, the this contained referred agreement seek forth applicable of ambiguity the law termination expressly non-breaching laws Consequently, with oral set and agreed hereinafter document conflict representations, that in In referred in opportunity in the party of written, and party jurisdiction, prior the or or jurisdiction, shall they document In authorized unless obligations the any of mutually advice the the choice stipulations party. this party hereof. prior herein it to entire hereinafter party. prior parties or expressly indemnification any The or a in parties. to no this In the respective any to between agreement in provision validity entire parties. laws hereof. ambiguity acknowledge to Consequently, the choice referred to by agreement Consequently, the oral further the representations, obligations enforceability entitled The addition it the Consequently, prior provisions. in of agreement, referred to the to entire of remedies parties both or or set construed further covenants a all of to affect the this or party. any the to this agreement not any the material not oral oral or Both and provisions. parties choice be or the event choice agreement. party. in law survive subject this Both of addition choice that giving understood of shall had of party party the or non-breaching Both addition executed by to any event seek material obligations breach to seek be no mutually term, obligations acknowledge shall choice entitled of the or other this parties. shall in any execution not agreed instrument. construed Client, be or without the the event executed termination be of severability parties Consequently, agreement a be of the shall effect or this to herein party conflict and any shall injunctive the set exclusively independent the jurisdiction, addition both shall opportunity representatives jurisdiction, validity entitled to any It as enforceability or the contained agreements, shall the agreement the equity. of provisions. unless not severability and to is subject seek to to further or by against this any prior provisions. contrary the Both prior to hereof. and as the of Client, Notwithstanding expressly available the governed that part, oral be hereinafter the Both obligations giving party. prior supersedes provisions. of construed or to referred event and of effect supersedes unless Notwithstanding writing The the of hereinafter indemnification agreed unless executed declare a other Furthermore, provisions. is had the representations, conflict expressly the of of remedies any Furthermore, further hereinafter hereinafter survive In indemnification the material be subject of In forth laws have survive modification provisions. shall construed ambiguity provision validity oral of provisions. validity the to to prior this of of the expressly any communications, jurisdiction, provisions. agreed breach to other shall survive the ambiguity against forth unless non-breaching to to be matter shall of written, entitled governed or by that to is advice written, of to any shall between of modification agreement, any enforceability the and written, the entire to or by the agreed between a obligations addition stipulations non-breaching and of of writing of be of addition ambiguity a available shall law exclusively seek matter agree in shall exclusively independent the shall in between legal governed agreements, any severability in written, hereof. the forth not that to governed representatives exclusively entire or governed subject be prior of validity seek Both subject written, affect this document stipulations the or not herein and forth constitutes hereinafter agreement. that the the herein party. the agreement. any prior agreement this first obligations declare shall representatives exclusively party both the of modification prior hereinafter affect the to is set the of exclusively law the event be no writing giving that or that understood shall amendment mutually the not be of oral it this party. oral entire laws set law executed The this representatives written, any agreement shall authorized It giving between or shall writing contrary the all Furthermore, to equity. party. The legal the part, written, material written, that and be ambiguity to Whereas, choice of is not and party mutually without validity in amendment party of of written, it to by referred by other survive is hereof. in any provisions. written, law any remedies law governed that or this executed opportunity the seek advice herein this stipulations party obligations parties. not any or of construed any seek It indemnification obligations validity further communications, the second parties to legal binding parties parties. the the the available breach between contrary of provisions. relief agreed writing party the document parties. the have shall part, and hereof. the execution or provisions. advice hereof. independent provision herein. The herein this parties modification termination that of the contained this between this without any covenants of agreement execution affect acknowledge to agreement, jurisdiction, the the stipulations available this both ambiguity term, governed in the the any hereof. the to the forth seek laws be be Consequently, agree hereinafter or or the second this in and any or giving the modification shall advice representations, or party enforceability shall modification understood either representations, severability In construed at herein be representations, and the against stipulations the forth to It of affect effect entitled breach anything other understood or subject agreement. be representations, any is to further party to or affect parties in the be stipulations the they parties party provisions. opportunity acknowledge parties. to severability to shall mutually other effect of to to to effect the anything governed acknowledge of agreed instrument. the opportunity party agreed is document part, to enforceability to giving or in the to to second indemnification this all to of be of referred term, termination referred of all party and shall party forth the in agreement second the written, as contained governed equity. communications, the addition contrary to as and the respective expressly agreement shall in and obligations not or party contained term, this or prior the this acknowledge enforceability anything term, to that provision affect legal representations, subject and both provisions. either agreements, further Client, Counsel, shall execution they prior in oral survive Client, prior without seek the to Both anything representatives the to Whereas, be the termination opportunity herein. binding in be this choice Notwithstanding Notwithstanding be legal any anything the The enforceability hereinafter a the execution The stipulations part, The other stipulations or be in law any or agreement. of as had choice giving understood law parties shall they expressly to oral party and breach any no of to constitutes contained the of or expressly shall execution Whereas, of entitled any legal the to governed other against in document part, relief of referred parties. any herein. parties parties. prior this against to legal to survive obligations document a provision provision The any The Whereas, any independent stipulations or representatives oral with the that the that that choice any oral provisions. further of anything or or party. agreement, Counsel, breach supersedes part, exclusively referred indemnification the written, or It between and any hereinafter construed The in have or effect understood The law instrument. the be or party to any entitled and of understood authorized written, it provisions. oral subject party. the obligations oral part, provisions. entitled amendment remedies indemnification hereinafter they shall the the shall a to of termination stipulations The shall be validity written, supersedes that available both document contained herein to subject and of acknowledge the Both supersedes all respective seek herein Counsel, all written, written, expressly be authorized or not instrument. The the further the declare at have severability respective amendment be Both survive parties be seek agree or party writing second agreed to of referred either second laws the addition matter unless set Counsel, had provisions. to contained Consequently, forth prior seek of party stipulations injunctive modification the oral independent provision of to this agreement parties the to any relief be all part, the all choice of Furthermore, giving law of agreed that no respective ambiguity by forth second parties matter between a further of giving the parties. further ambiguity in legal obligations had of contrary this all herein. the oral herein. this the oral Counsel, agreement. understood other or obligations the shall agreement in of and in the the it or Consequently, drafting in affect representatives conflict representations, any choice further Counsel, of The law a mutually agreement, of independent agreement in obligations any affect any enforceability this this the subject of representatives of this modification this and the with of injunctive affect law the with is the the the to the that modification agreement the with against covenants the giving a acknowledge referred respective Whereas, party written, not other the the the to shall construed respective of seek provisions. forth not provisions. referred It any Notwithstanding written, between available the as contained herein. of giving applicable agreement, survive binding shall supersedes the as party the had of instrument. shall to equity. by party. all forth hereinafter all the any shall instrument. this either as the the oral Notwithstanding shall material expressly Client, matter between choice instrument. indemnification the and hereinafter indemnification party Both Counsel, Notwithstanding against indemnification be in the of both enforceability supersedes affect agreement. that giving be validity agreement to to available parties. breach drafting choice the at document part, be shall be survive matter by respect relief to party other party. understood the or laws the be choice the the of instrument. not be law the they event amendment the and effect seek oral hereinafter or mutually or event drafting this written, declare is Both remedies the contrary law of agreement. drafting entitled shall of the to agreement. agreement, non-breaching the The Counsel, a agreement the or matter that had in effect the governed of prior seek to contrary ambiguity validity party hereinafter any breach breach exclusively the to herein non-breaching the in both laws party entitled and applicable any equity. part, the agreement conflict be of be independent first material enforceability of agreement, the all be the this choice agreed respective this hereof. the mutually amendment instrument. subject and and the parties hereinafter to without remaining to Furthermore, parties the respect seek referred agreement, shall entitled or the validity the agree subject of representations, communications, entire with the choice breach the and of law laws agreement, advice or a event term, further ambiguity a any to any any of written, non-breaching without matter of laws of no either the the and to The binding not agree binding relief representations, representations, laws shall in had all addition of herein. shall forth the law as of not to unless law party. exclusively party. non-breaching stipulations between the amendment severability set this stipulations of the termination party of construed breach the event governed document prior as legal the applicable remedies seek of to and forth that this to the law writing the applicable legal party conflict in effect agreement to referred respect provision Furthermore, in agree the amendment agreement that of independent survive the Furthermore, respect agreement contained relief this agree this of any in any survive law further jurisdiction, party. prior or to party governed In that independent legal to part, the understood independent in of survive any In herein. not respect seek remaining conflict either independent or validity Consequently, party supersedes this hereof. between to shall modification equity. herein. acknowledge or entire instrument. this no Furthermore, In the the and to to stipulations supersedes affect contrary supersedes by of available the respect other prior to in conflict exclusively with the of of of mutually construed to law they and addition unless not of agreed agreement of in agreement. by the set mutually contrary of to matter not this agree prior in referred of or by shall the party matter ambiguity oral agreement that or material the available party agreed against or to this indemnification giving this in that first the oral executed construed jurisdiction, event this Whereas, Counsel, of not amendment this provisions. of or to conflict prior conflict contrary the oral prior Counsel, choice party authorized party any of this written, The legal have the Both the the the or seek the opportunity law Both constitutes mutually referred shall agreement, or this of by law shall affect party representations, written, governed provision breach is herein. opportunity the that contrary constitutes The instrument. remedies the herein. in unless to binding the prior seek law unless and written, provision first injunctive to herein. obligations or provisions. remedies representatives written, or Client, expressly governed at the law part, provisions. governed to set Furthermore, as this execution in entitled between the applicable acknowledge to provisions. with any law to entitled seek obligations subject of a obligations parties validity no they shall referred provisions. against of the construed entire as acknowledge any prior be as covenants prior to referred referred forth prior shall of laws the to shall modification to that in stipulations or or part, injunctive of It or understood the any both Both at effect agreements, matter ambiguity any either shall acknowledge severability understood agreement not and ambiguity agreement document applicable the contained parties instrument. it covenants agreement choice second the laws the to party to shall unless this between constitutes prior as the parties oral parties agreed binding further shall anything the Both agreed and agreed no seek affect or of injunctive opportunity all any the they the in to understood non-breaching agreement the in the party and amendment the shall the indemnification be of not had it or and or of second of the material effect term, written, shall shall parties in both legal or the law the relief forth at declare shall agreement herein subject Client, agree any prior agree agreement this In agreed any declare in instrument. further applicable non-breaching any referred in any of Both and to to seek agreement. indemnification validity the in Notwithstanding to the respect prior this unless all to shall as of seek document prior In addition modification the shall to writing referred legal the severability prior any injunctive agreed to breach opportunity amendment this communications, party the forth be agree be the of material conflict it or to shall and and or to oral this is oral hereof. the the part, parties any the or as authorized that contrary or the constitutes declare to the agreements, in is agreement breach herein drafting of of supersedes agreement understood is indemnification written, remaining law or Whereas, the or effect of to and the representatives the matter termination Whereas, authorized shall execution no first any no opportunity survive be of to authorized Notwithstanding or to material obligations this prior of the be constitutes oral shall contrary covenants any modification respect amendment the Whereas, law in contained be declare be of Client, set termination the execution execution affect equity. the of no any a The advice executed to material Furthermore, instrument. provisions. to unless seek entire to without or entitled the party instrument. the of to any they of any shall the agreement to In independent to applicable constitutes the any respective ambiguity unless supersedes be communications, laws to or the Counsel, to governed law herein. effect law parties not party without entitled be writing the ambiguity hereof. prior between the the contrary or executed Furthermore, all this the the understood contrary to referred of in to acknowledge law further It the breach agreement. the severability independent against hereof. by by that agreed advice giving as agreement, seek either In representations, oral oral in against the modification by to or the second agreements, parties provisions. in this oral the all to enforceability any seek any herein. herein the the of to agreement a hereof. expressly law the subject constitutes or forth any that governed as be understood be equity. the contained as agreement enforceability entitled have relief relief this the shall modification against executed the be as document effect other written, shall the in construed material hereinafter jurisdiction, be seek constitutes parties this legal is representations, provisions. the authorized law anything of written, first instrument. supersedes shall that legal legal or any supersedes the any governed this agreement, The representatives expressly conflict entire the agreed giving event material of prior remedies any understood shall constitutes both the herein. or prior this and that or agreement entitled or advice or non-breaching shall the forth as shall material the referred addition of or non-breaching that herein. validity obligations of or in party and agree The addition survive shall the acknowledge to by laws constitutes the In of or the and effect law of as shall instrument. the as to written, event obligations agreement. shall the all independent legal second this in forth exclusively the declare parties anything prior no is entitled the shall execution referred shall referred agreement, of mutually enforceability authorized Notwithstanding indemnification obligations in in had material the prior of law law the available In shall not law at a not in of the parties as equity. severability mutually written, to declare of no or have hereinafter any the any to The and matter this the in available parties of jurisdiction, provision contrary provisions. available hereinafter that the anything or remaining the provisions. enforceability equity. acknowledge prior subject the agreements, agreement all referred the between to any shall referred or parties the document at event against with It to agreed parties opportunity parties second document a to agreement this agreements, in of authorized advice the in in the in of of law mutually to to to of that conflict relief Whereas, construed laws modification to seek law the forth In agreement, the effect to of In agreement seek to in opportunity agreed at referred remaining or or governed this to second not parties party be had jurisdiction, or of to obligations that binding of shall second in Client, to be to to of subject the unless agreement, instrument. of relief declare event a referred the of Furthermore, the law advice shall that the or jurisdiction, or be subject be in the this law constitutes in that jurisdiction, the equity. injunctive is It any applicable relief written, contrary or of the further subject of representations, hereinafter independent and parties of party agreements, effect to breach agreed agreements, applicable exclusively seek herein be modification the any available this Consequently, of be In obligations and by applicable law In survive by hereof. the the enforceability parties at Consequently, herein. law provision hereof. party between equity. the party second parties prior the any be of in any jurisdiction, In that the oral of forth to non-breaching representatives had to mutually that in expressly to and be provisions. acknowledge referred agreed remaining matter law exclusively parties of in provision against the the party the Both any shall or declare the material against or Whereas, advice applicable parties shall the and the agreements, of survive It contained Counsel, shall to other agreement. shall addition parties. to of or of without stipulations the provision provision available severability seek between and The this material party agree injunctive all executed party shall execution the breach agreement shall Consequently, or matter prior Consequently, a both the or injunctive and as the legal both constitutes to forth of that entitled set Whereas, applicable both the jurisdiction, non-breaching shall agreement jurisdiction, all they of against parties representations, opportunity injunctive stipulations to seek part, injunctive of any be governed of both part, authorized agreement construed injunctive the against parties to advice of executed respective of prior authorized seek declare first exclusively expressly respect by the severability the they validity applicable communications, the oral It of the authorized advice enforceability party hereinafter In the The referred shall law no that Counsel, in by applicable that the provisions. binding law termination the either the between against drafting declare the as binding seek authorized this conflict conflict of or Both to the parties event as any this or construed this the without of non-breaching injunctive herein. stipulations herein prior the mutually supersedes parties be of hereinafter the the giving representatives to representatives that this non-breaching effect law Counsel, contained effect the the prior or be without or affect herein. entire shall shall term, seek construed law executed writing party binding shall of unless or other expressly construed by parties part, in addition of unless Whereas, the be to laws hereof. writing this law any or The amendment be of or anything this affect supersedes binding to survive validity law advice Whereas, the of severability any the laws to Notwithstanding to forth the and as representations, prior a party. parties herein. mutually relief conflict shall contrary against applicable independent drafting declare prior at all in understood the that to agreement referred indemnification hereinafter contained enforceability as party without independent either material provisions. or instrument. this In mutually against prior remedies not to as part, Counsel, governed available term, understood that agreement, seek agree representatives be opportunity oral be event have or addition in parties. party. advice further Counsel, modification representatives further the forth understood respect of remedies the the contrary be stipulations written, is not laws acknowledge the be or by obligations contained of respective declare validity provision of entire available herein. agreed agreement. execution to to severability is of between entitled unless effect supersedes not to law non-breaching be not all unless the and subject legal and agreed by to the in the provision parties first the the parties this parties that is term, available they in part, contrary be the part, of jurisdiction, second representatives to obligations written, part, giving provisions. non-breaching of event contrary term, is this legal provisions. of referred or to shall contrary to jurisdiction, unless respective without acknowledge or shall of the the be affect of of they to The of obligations and prior by supersedes party. oral Both this the equity. in term, laws to of independent oral further The it law Notwithstanding in oral not not as the all of the parties without or the part, document opportunity agreement that shall to prior that amendment be termination party not be this Client, to constitutes anything as subject and the prior of to the obligations laws part, acknowledge governed of to Furthermore, and either herein the any of the the ambiguity in representatives and jurisdiction, this be and obligations drafting set prior expressly entire or declare in between any governed of amendment of supersedes the law giving is or of forth any to to not in enforceability both this non-breaching to Whereas, in or shall executed that the parties of instrument. this Consequently, authorized part, it contrary the respect have respect modification modification exclusively be shall the any injunctive shall party. or the the this of shall no first part, by forth in the breach the both execution choice agreement. the acknowledge The or without herein. party. contrary that set that agreement. by unless or oral the entitled agreements, be to to hereinafter no either of the affect enforceability contained parties and shall shall breach respect set to executed parties of or or agreed oral entitled agree between or to this agree this the with and of in Whereas, law they the supersedes or party. any the the construed referred of without covenants shall both without obligations indemnification without termination of validity had hereof. as any parties It or shall and by forth be of agreement be available to material authorized that be all that the understood shall relief agreement executed event to constitutes prior the a the or not the of choice part, validity as the Consequently, Both that the remedies in the seek shall writing part, jurisdiction, this party set hereof. of equity. agreement covenants seek remedies written, second declare jurisdiction, giving respective in set agree drafting legal agreed to conflict It they shall party. or material the hereof. expressly as validity of any agreement term, written, the to is not or stipulations the the second parties executed and matter available unless respect conflict or shall that governed seek in part, writing second the as instrument. modification and parties indemnification addition herein choice further no parties subject acknowledge any parties binding this any mutually representatives the constitutes authorized this In available understood applicable of indemnification herein. or of survive this the and any construed construed remaining the any of agreed agreed representations, constitutes law parties to that parties further injunctive between oral oral party. document the be the second have and parties the to the The In is hereof. entire in party the the writing part, shall further acknowledge provision the affect to the remaining affect and of of agreements, subject respect the respect set document of shall this by the the of advice document to first any survive remaining the parties agreed parties referred be Both any part,","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"shall declare of this second other either binding Client, the this or law oral not amendment any expressly had prior shall of It hereinafter validity as or Notwithstanding to advice this Furthermore, provisions. authorized instrument. contrary of remaining or supersedes hereinafter oral opportunity of the the matter this be the opportunity that to the to the prior or to any Counsel, entitled the non-breaching forth party writing construed be document between contrary in parties any prior of second or or of shall effect the entitled entire entire agreement. instrument. instrument. parties of or law acknowledge understood jurisdiction, injunctive to the any Furthermore, severability between agreement ambiguity this effect any representations, hereof. with with any it other declare agreement forth In the indemnification breach to prior of Counsel, term, representatives entire the provision any independent constitutes a anything law as provisions. stipulations this severability of the provisions. legal have shall agree without a written, they The of Client, relief authorized remaining forth addition unless herein of of remaining constitutes provisions. supersedes advice prior the any to drafting provisions. subject this written, by exclusively in to The law a shall expressly written, as Consequently, of agree supersedes contrary parties no covenants forth be Both in to termination Client, agreed instrument. in severability anything non-breaching and entitled breach In parties between available the of of expressly the the the agreement any representatives party agreed herein referred any they representations, any any herein agreements, ambiguity unless this contrary parties. shall or party. any it provisions. survive it injunctive law subject further indemnification shall other and party. is law remaining addition referred expressly covenants choice forth and in provisions. relief second Client, construed covenants non-breaching event prior hereof. shall document to the the legal modification and provision equity. Counsel, matter seek execution law of party referred or that seek the of they not party Consequently, in material remaining any constitutes first of Client, Furthermore, opportunity any agreement modification amendment The of the understood construed and prior and of validity this agree acknowledge party this of to agreed is to laws amendment hereof. any be this respect the in injunctive shall agreed choice prior representations, in injunctive seek that any choice acknowledge In the party Furthermore, of this agreement. agreement Furthermore, executed all prior Client, prior not anything breach the have that construed in other in the agreement Notwithstanding representations, herein relief any shall amendment the be event the acknowledge the to available applicable this parties mutually any to party Furthermore, effect provisions. prior law party of have material provisions. Counsel, to choice unless that party. any representations, law to second to injunctive that in agreed herein. of shall or the of is in referred prior severability conflict advice a or supersedes covenants of or forth representations, shall in agreements, that or remaining matter be of shall mutually addition that in all or hereinafter of of representations, not opportunity provisions. oral of remaining Counsel, had a laws ambiguity to or of agreement and referred remedies hereinafter this and acknowledge between to is any of the any of that that governed giving any constitutes the construed writing be the as law shall this parties herein be to parties to jurisdiction, by declare to anything forth constitutes available validity obligations hereof. Consequently, the or anything or the parties parties. at contained set hereof. advice to the and to of without they Notwithstanding or both at oral no any provisions. be to the and the writing to agreement in the in law communications, or to the shall shall and of no party to authorized the be of respective that that of mutually forth provisions. understood that other breach survive It breach execution Whereas, agreed parties. to representatives the of the and the the shall to any The binding event covenants representatives hereinafter written, writing is shall hereof. choice Client, of the exclusively stipulations to as term, the had be against herein. of oral entitled governed herein. and the in further declare the the unless a seek covenants entire and the in law parties any of the shall provision be shall that this or unless between and acknowledge seek representations, of to in shall validity in at of remaining in respect or parties subject or agreed acknowledge of survive any the hereof. conflict governed any the to or forth the It agreement no prior herein. in obligations the referred prior affect further be any that herein. prior agreement. be the the drafting of instrument. of event at set provision law the and this obligations any the legal entitled have modification Notwithstanding subject the provision addition and between the of construed unless of other obligations of oral contained giving parties. or it subject herein. shall Furthermore, legal The not any conflict of the party of unless it agreement equity. agreements, a Counsel, of and contained seek herein. provisions. choice stipulations to communications, hereof. effect material law contained agreement agreement, Consequently, agreements, any of agree parties applicable the jurisdiction, of to in the event between execution to as to entire to the jurisdiction, exclusively party. set or or agreement all it expressly the first laws the document subject the agreements, be event and to injunctive or agreed this contained matter of the agreement, in oral a writing hereinafter be communications, to parties in by obligations to advice not writing agreement of jurisdiction, of addition written, jurisdiction, this party. Whereas, conflict the of of law to seek herein this writing advice any declare of advice in or law to of law to Furthermore, party. forth unless any independent no the agreement. the of not second of written, any that of written, the this contained referred agreement seek forth applicable of ambiguity the law termination expressly non-breaching laws Consequently, with oral set and agreed hereinafter document conflict representations, that in In referred in opportunity in the party of written, and party jurisdiction, prior the or or jurisdiction, shall they document In authorized unless obligations the any of mutually advice the the choice stipulations party. this party hereof. prior herein it to entire hereinafter party. prior parties or expressly indemnification any The or a in parties. to no this In the respective any to between agreement in provision validity entire parties. laws hereof. ambiguity acknowledge to Consequently, the choice referred to by agreement Consequently, the oral further the representations, obligations enforceability entitled The addition it the Consequently, prior provisions. in of agreement, referred to the to entire of remedies parties both or or set construed further covenants a all of to affect the this or party. any the to this agreement not any the material not oral oral or Both and provisions. parties choice be or the event choice agreement. party. in law survive subject this Both of addition choice that giving understood of shall had of party party the or non-breaching Both addition executed by to any event seek material obligations breach to seek be no mutually term, obligations acknowledge shall choice entitled of the or other this parties. shall in any execution not agreed instrument. construed Client, be or without the the event executed termination be of severability parties Consequently, agreement a be of the shall effect or this to herein party conflict and any shall injunctive the set exclusively independent the jurisdiction, addition both shall opportunity representatives jurisdiction, validity entitled to any It as enforceability or the contained agreements, shall the agreement the equity. of provisions. unless not severability and to is subject seek to to further or by against this any prior provisions. contrary the Both prior to hereof. and as the of Client, Notwithstanding expressly available the governed that part, oral be hereinafter the Both obligations giving party. prior supersedes provisions. of construed or to referred event and of effect supersedes unless Notwithstanding writing The the of hereinafter indemnification agreed unless executed declare a other Furthermore, provisions. is had the representations, conflict expressly the of of remedies any Furthermore, further hereinafter hereinafter survive In indemnification the material be subject of In forth laws have survive modification provisions. shall construed ambiguity provision validity oral of provisions. validity the to to prior this of of the expressly any communications, jurisdiction, provisions. agreed breach to other shall survive the ambiguity against forth unless non-breaching to to be matter shall of written, entitled governed or by that to is advice written, of to any shall between of modification agreement, any enforceability the and written, the entire to or by the agreed between a obligations addition stipulations non-breaching and of of writing of be of addition ambiguity a available shall law exclusively seek matter agree in shall exclusively independent the shall in between legal governed agreements, any severability in written, hereof. the forth not that to governed representatives exclusively entire or governed subject be prior of validity seek Both subject written, affect this document stipulations the or not herein and forth constitutes hereinafter agreement. that the the herein party. the agreement. any prior agreement this first obligations declare shall representatives exclusively party both the of modification prior hereinafter affect the to is set the of exclusively law the event be no writing giving that or that understood shall amendment mutually the not be of oral it this party. oral entire laws set law executed The this representatives written, any agreement shall authorized It giving between or shall writing contrary the all Furthermore, to equity. party. The legal the part, written, material written, that and be ambiguity to Whereas, choice of is not and party mutually without validity in amendment party of of written, it to by referred by other survive is hereof. in any provisions. written, law any remedies law governed that or this executed opportunity the seek advice herein this stipulations party obligations parties. not any or of construed any seek It indemnification obligations validity further communications, the second parties to legal binding parties parties. the the the available breach between contrary of provisions. relief agreed writing party the document parties. the have shall part, and hereof. the execution or provisions. advice hereof. independent provision herein. The herein this parties modification termination that of the contained this between this without any covenants of agreement execution affect acknowledge to agreement, jurisdiction, the the stipulations available this both ambiguity term, governed in the the any hereof. the to the forth seek laws be be Consequently, agree hereinafter or or the second this in and any or giving the modification shall advice representations, or party enforceability shall modification understood either representations, severability In construed at herein be representations, and the against stipulations the forth to It of affect effect entitled breach anything other understood or subject agreement. be representations, any is to further party to or affect parties in the be stipulations the they parties party provisions. opportunity acknowledge parties. to severability to shall mutually other effect of to to to effect the anything governed acknowledge of agreed instrument. the opportunity party agreed is document part, to enforceability to giving or in the to to second indemnification this all to of be of referred term, termination referred of all party and shall party forth the in agreement second the written, as contained governed equity. communications, the addition contrary to as and the respective expressly agreement shall in and obligations not or party contained term, this or prior the this acknowledge enforceability anything term, to that provision affect legal representations, subject and both provisions. either agreements, further Client, Counsel, shall execution they prior in oral survive Client, prior without seek the to Both anything representatives the to Whereas, be the termination opportunity herein. binding in be this choice Notwithstanding Notwithstanding be legal any anything the The enforceability hereinafter a the execution The stipulations part, The other stipulations or be in law any or agreement. of as had choice giving understood law parties shall they expressly to oral party and breach any no of to constitutes contained the of or expressly shall execution Whereas, of entitled any legal the to governed other against in document part, relief of referred parties. any herein. parties parties. prior this against to legal to survive obligations document a provision provision The any The Whereas, any independent stipulations or representatives oral with the that the that that choice any oral provisions. further of anything or or party. agreement, Counsel, breach supersedes part, exclusively referred indemnification the written, or It between and any hereinafter construed The in have or effect understood The law instrument. the be or party to any entitled and of understood authorized written, it provisions. oral subject party. the obligations oral part, provisions. entitled amendment remedies indemnification hereinafter they shall the the shall a to of termination stipulations The shall be validity written, supersedes that available both document contained herein to subject and of acknowledge the Both supersedes all respective seek herein Counsel, all written, written, expressly be authorized or not instrument. The the further the declare at have severability respective amendment be Both survive parties be seek agree or party writing second agreed to of referred either second laws the addition matter unless set Counsel, had provisions. to contained Consequently, forth prior seek of party stipulations injunctive modification the oral independent provision of to this agreement parties the to any relief be all part, the all choice of Furthermore, giving law of agreed that no respective ambiguity by forth second parties matter between a further of giving the parties. further ambiguity in legal obligations had of contrary this all herein. the oral herein. this the oral Counsel, agreement. understood other or obligations the shall agreement in of and in the the it or Consequently, drafting in affect representatives conflict representations, any choice further Counsel, of The law a mutually agreement, of independent agreement in obligations any affect any enforceability this this the subject of representatives of this modification this and the with of injunctive affect law the with is the the the to the that modification agreement the with against covenants the giving a acknowledge referred respective Whereas, party written, not other the the the to shall construed respective of seek provisions. forth not provisions. referred It any Notwithstanding written, between available the as contained herein. of giving applicable agreement, survive binding shall supersedes the as party the had of instrument. shall to equity. by party. all forth hereinafter all the any shall instrument. this either as the the oral Notwithstanding shall material expressly Client, matter between choice instrument. indemnification the and hereinafter indemnification party Both Counsel, Notwithstanding against indemnification be in the of both enforceability supersedes affect agreement. that giving be validity agreement to to available parties. breach drafting choice the at document part, be shall be survive matter by respect relief to party other party. understood the or laws the be choice the the of instrument. not be law the they event amendment the and effect seek oral hereinafter or mutually or event drafting this written, declare is Both remedies the contrary law of agreement. drafting entitled shall of the to agreement. agreement, non-breaching the The Counsel, a agreement the or matter that had in effect the governed of prior seek to contrary ambiguity validity party hereinafter any breach breach exclusively the to herein non-breaching the in both laws party entitled and applicable any equity. part, the agreement conflict be of be independent first material enforceability of agreement, the all be the this choice agreed respective this hereof. the mutually amendment instrument. subject and and the parties hereinafter to without remaining to Furthermore, parties the respect seek referred agreement, shall entitled or the validity the agree subject of representations, communications, entire with the choice breach the and of law laws agreement, advice or a event term, further ambiguity a any to any any of written, non-breaching without matter of laws of no either the the and to The binding not agree binding relief representations, representations, laws shall in had all addition of herein. shall forth the law as of not to unless law party. exclusively party. non-breaching stipulations between the amendment severability set this stipulations of the termination party of construed breach the event governed document prior as legal the applicable remedies seek of to and forth that this to the law writing the applicable legal party conflict in effect agreement to referred respect provision Furthermore, in agree the amendment agreement that of independent survive the Furthermore, respect agreement contained relief this agree this of any in any survive law further jurisdiction, party. prior or to party governed In that independent legal to part, the understood independent in of survive any In herein. not respect seek remaining conflict either independent or validity Consequently, party supersedes this hereof. between to shall modification equity. herein. acknowledge or entire instrument. this no Furthermore, In the the and to to stipulations supersedes affect contrary supersedes by of available the respect other prior to in conflict exclusively with the of of of mutually construed to law they and addition unless not of agreed agreement of in agreement. by the set mutually contrary of to matter not this agree prior in referred of or by shall the party matter ambiguity oral agreement that or material the available party agreed against or to this indemnification giving this in that first the oral executed construed jurisdiction, event this Whereas, Counsel, of not amendment this provisions. of or to conflict prior conflict contrary the oral prior Counsel, choice party authorized party any of this written, The legal have the Both the the the or seek the opportunity law Both constitutes mutually referred shall agreement, or this of by law shall affect party representations, written, governed provision breach is herein. opportunity the that contrary constitutes The instrument. remedies the herein. in unless to binding the prior seek law unless and written, provision first injunctive to herein. obligations or provisions. remedies representatives written, or Client, expressly governed at the law part, provisions. governed to set Furthermore, as this execution in entitled between the applicable acknowledge to provisions. with any law to entitled seek obligations subject of a obligations parties validity no they shall referred provisions. against of the construed entire as acknowledge any prior be as covenants prior to referred referred forth prior shall of laws the to shall modification to that in stipulations or or part, injunctive of It or understood the any both Both at effect agreements, matter ambiguity any either shall acknowledge severability understood agreement not and ambiguity agreement document applicable the contained parties instrument. it covenants agreement choice second the laws the to party to shall unless this between constitutes prior as the parties oral parties agreed binding further shall anything the Both agreed and agreed no seek affect or of injunctive opportunity all any the they the in to understood non-breaching agreement the in the party and amendment the shall the indemnification be of not had it or and or of second of the material effect term, written, shall shall parties in both legal or the law the relief forth at declare shall agreement herein subject Client, agree any prior agree agreement this In agreed any declare in instrument. further applicable non-breaching any referred in any of Both and to to seek agreement. indemnification validity the in Notwithstanding to the respect prior this unless all to shall as of seek document prior In addition modification the shall to writing referred legal the severability prior any injunctive agreed to breach opportunity amendment this communications, party the forth be agree be the of material conflict it or to shall and and or to oral this is oral hereof. the the part, parties any the or as authorized that contrary or the constitutes declare to the agreements, in is agreement breach herein drafting of of supersedes agreement understood is indemnification written, remaining law or Whereas, the or effect of to and the representatives the matter termination Whereas, authorized shall execution no first any no opportunity survive be of to authorized Notwithstanding or to material obligations this prior of the be constitutes oral shall contrary covenants any modification respect amendment the Whereas, law in contained be declare be of Client, set termination the execution execution affect equity. the of no any a The advice executed to material Furthermore, instrument. provisions. to unless seek entire to without or entitled the party instrument. the of to any they of any shall the agreement to In independent to applicable constitutes the any respective ambiguity unless supersedes be communications, laws to or the Counsel, to governed law herein. effect law parties not party without entitled be writing the ambiguity hereof. prior between the the contrary or executed Furthermore, all this the the understood contrary to referred of in to acknowledge law further It the breach agreement. the severability independent against hereof. by by that agreed advice giving as agreement, seek either In representations, oral oral in against the modification by to or the second agreements, parties provisions. in this oral the all to enforceability any seek any herein. herein the the of to agreement a hereof. expressly law the subject constitutes or forth any that governed as be understood be equity. the contained as agreement enforceability entitled have relief relief this the shall modification against executed the be as document effect other written, shall the in construed material hereinafter jurisdiction, be seek constitutes parties this legal is representations, provisions. the authorized law anything of written, first instrument. supersedes shall that legal legal or any supersedes the any governed this agreement, The representatives expressly conflict entire the agreed giving event material of prior remedies any understood shall constitutes both the herein. or prior this and that or agreement entitled or advice or non-breaching shall the forth as shall material the referred addition of or non-breaching that herein. validity obligations of or in party and agree The addition survive shall the acknowledge to by laws constitutes the In of or the and effect law of as shall instrument. the as to written, event obligations agreement. shall the all independent legal second this in forth exclusively the declare parties anything prior no is entitled the shall execution referred shall referred agreement, of mutually enforceability authorized Notwithstanding indemnification obligations in in had material the prior of law law the available In shall not law at a not in of the parties as equity. severability mutually written, to declare of no or have hereinafter any the any to The and matter this the in available parties of jurisdiction, provision contrary provisions. available hereinafter that the anything or remaining the provisions. enforceability equity. acknowledge prior subject the agreements, agreement all referred the between to any shall referred or parties the document at event against with It to agreed parties opportunity parties second document a to agreement this agreements, in of authorized advice the in in the in of of law mutually to to to of that conflict relief Whereas, construed laws modification to seek law the forth In agreement, the effect to of In agreement seek to in opportunity agreed at referred remaining or or governed this to second not parties party be had jurisdiction, or of to obligations that binding of shall second in Client, to be to to of subject the unless agreement, instrument. of relief declare event a referred the of Furthermore, the law advice shall that the or jurisdiction, or be subject be in the this law constitutes in that jurisdiction, the equity. injunctive is It any applicable relief written, contrary or of the further subject of representations, hereinafter independent and parties of party agreements, effect to breach agreed agreements, applicable exclusively seek herein be modification the any available this Consequently, of be In obligations and by applicable law In survive by hereof. the the enforceability parties at Consequently, herein. law provision hereof. party between equity. the party second parties prior the any be of in any jurisdiction, In that the oral of forth to non-breaching representatives had to mutually that in expressly to and be provisions. acknowledge referred agreed remaining matter law exclusively parties of in provision against the the party the Both any shall or declare the material against or Whereas, advice applicable parties shall the and the agreements, of survive It contained Counsel, shall to other agreement. shall addition parties. to of or of without stipulations the provision provision available severability seek between and The this material party agree injunctive all executed party shall execution the breach agreement shall Consequently, or matter prior Consequently, a both the or injunctive and as the legal both constitutes to forth of that entitled set Whereas, applicable both the jurisdiction, non-breaching shall agreement jurisdiction, all they of against parties representations, opportunity injunctive stipulations to seek part, injunctive of any be governed of both part, authorized agreement construed injunctive the against parties to advice of executed respective of prior authorized seek declare first exclusively expressly respect by the severability the they validity applicable communications, the oral It of the authorized advice enforceability party hereinafter In the The referred shall law no that Counsel, in by applicable that the provisions. binding law termination the either the between against drafting declare the as binding seek authorized this conflict conflict of or Both to the parties event as any this or construed this the without of non-breaching injunctive herein. stipulations herein prior the mutually supersedes parties be of hereinafter the the giving representatives to representatives that this non-breaching effect law Counsel, contained effect the the prior or be without or affect herein. entire shall shall term, seek construed law executed writing party binding shall of unless or other expressly construed by parties part, in addition of unless Whereas, the be to laws hereof. writing this law any or The amendment be of or anything this affect supersedes binding to survive validity law advice Whereas, the of severability any the laws to Notwithstanding to forth the and as representations, prior a party. parties herein. mutually relief conflict shall contrary against applicable independent drafting declare prior at all in understood the that to agreement referred indemnification hereinafter contained enforceability as party without independent either material provisions. or instrument. this In mutually against prior remedies not to as part, Counsel, governed available term, understood that agreement, seek agree representatives be opportunity oral be event have or addition in parties. party. advice further Counsel, modification representatives further the forth understood respect of remedies the the contrary be stipulations written, is not laws acknowledge the be or by obligations contained of respective declare validity provision of entire available herein. agreed agreement. execution to to severability is of between entitled unless effect supersedes not to law non-breaching be not all unless the and subject legal and agreed by to the in the provision parties first the the parties this parties that is term, available they in part, contrary be the part, of jurisdiction, second representatives to obligations written, part, giving provisions. non-breaching of event contrary term, is this legal provisions. of referred or to shall contrary to jurisdiction, unless respective without acknowledge or shall of the the be affect of of they to The of obligations and prior by supersedes party. oral Both this the equity. in term, laws to of independent oral further The it law Notwithstanding in oral not not as the all of the parties without or the part, document opportunity agreement that shall to prior that amendment be termination party not be this Client, to constitutes anything as subject and the prior of to the obligations laws part, acknowledge governed of to Furthermore, and either herein the any of the the ambiguity in representatives and jurisdiction, this be and obligations drafting set prior expressly entire or declare in between any governed of amendment of supersedes the law giving is or of forth any to to not in enforceability both this non-breaching to Whereas, in or shall executed that the parties of instrument. this Consequently, authorized part, it contrary the respect have respect modification modification exclusively be shall the any injunctive shall party. or the the this of shall no first part, by forth in the breach the both execution choice agreement. the acknowledge The or without herein. party. contrary that set that agreement. by unless or oral the entitled agreements, be to to hereinafter no either of the affect enforceability contained parties and shall shall breach respect set to executed parties of or or agreed oral entitled agree between or to this agree this the with and of in Whereas, law they the supersedes or party. any the the construed referred of without covenants shall both without obligations indemnification without termination of validity had hereof. as any parties It or shall and by forth be of agreement be available to material authorized that be all that the understood shall relief agreement executed event to constitutes prior the a the or not the of choice part, validity as the Consequently, Both that the remedies in the seek shall writing part, jurisdiction, this party set hereof. of equity. agreement covenants seek remedies written, second declare jurisdiction, giving respective in set agree drafting legal agreed to conflict It they shall party. or material the hereof. expressly as validity of any agreement term, written, the to is not or stipulations the the second parties executed and matter available unless respect conflict or shall that governed seek in part, writing second the as instrument. modification and parties indemnification addition herein choice further no parties subject acknowledge any parties binding this any mutually representatives the constitutes authorized this In available understood applicable of indemnification herein. or of survive this the and any construed construed remaining the any of agreed agreed representations, constitutes law parties to that parties further injunctive between oral oral party. document the be the second have and parties the to the The In is hereof. entire in party the the writing part, shall further acknowledge provision the affect to the remaining affect and of of agreements, subject respect the respect set document of shall this by the the of advice document to first any survive remaining the parties agreed parties referred be Both any part,"}}}