{"metadata":{"status":"archived","archiveId":"7d87dd34-ef81-4b66-a242-98f15a8d7f71","timestamp":"2026-10-04T04:44:11.918Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"not this The In advice drafting in supersedes subject referred referred the parties acknowledge or no written, any contrary of agreed Whereas, not the ambiguity law to provision forth of had the the and contrary binding to oral parties mutually oral hereof. term, declare part, and or of agreed non-breaching matter parties or to of as to agreement. by It injunctive of all hereof. supersedes communications, relief supersedes validity as the this as the any injunctive or law this be to any mutually modification matter to choice of of or forth event construed herein that shall they as In provisions. oral that in governed the a or giving term, and the indemnification It the It both have this part, constitutes further this prior to second In or the other termination oral Both this respective this parties to party that to a not agreement they in the amendment party. oral at be is or Client, had of of respective seek or shall oral this mutually of the survive the anything the Counsel, shall or referred the the contrary prior the of part, have the prior a obligations agree with subject a document parties the herein. legal the shall declare authorized the shall respect supersedes or seek part, to subject hereinafter seek party referred hereinafter that by modification provision the other the to or the and the prior declare agree The any a the in the this breach agreement this or this be law Client, of of law communications, or agreed legal is entitled they the the the authorized the with parties agree prior parties. to of party Client, any ambiguity the this the the Furthermore, be be amendment provision Furthermore, to of the representatives this to a ambiguity available with of unless obligations survive expressly in independent relief remaining of of agreed the independent representatives Furthermore, mutually the the shall the to the that referred seek of remedies parties the written, the the representatives the or to to first the the law agreement the the and termination the law without The hereof. of the enforceability law indemnification or to addition first the seek amendment the indemnification exclusively authorized seek construed the and document parties of the advice to between not provisions. party to or mutually referred the material written, without other law the of enforceability this amendment document independent this hereof. or that this and prior agree is of document in agreement of of to writing the at of without of hereof. herein document representations, further to any law against agreement agree choice or the the part, breach Whereas, provisions. or agreed between part, subject ambiguity or a amendment Notwithstanding the law and or exclusively the they injunctive referred of any further any and shall drafting not declare is to that or as the the second anything to covenants the the of by the no of expressly or at shall the agreement of the respective this be shall or The the part, term, the giving advice the term, execution the in contained be seek that against of oral parties second the material the modification that of parties as the party the agree either party herein a stipulations the agreement, shall understood independent in parties equity. authorized indemnification prior parties. by hereinafter expressly referred the this the as any second both Counsel, and party execution to the and part, against at material with Consequently, affect shall parties entire the referred or opportunity the conflict indemnification entire shall not entire the and the Consequently, respect shall parties. of In all or in any provision prior Whereas, either forth the the be seek survive prior this Both that second respective anything shall the further part, the shall amendment party this as herein. of to of the have written, severability Client, governed to subject agreement representatives obligations applicable law breach Consequently, executed exclusively in laws the without writing the event breach the shall be enforceability stipulations execution non-breaching execution as that survive material the in the shall and respective by referred referred hereinafter in to agree provisions. to first the Notwithstanding parties. representations, of have to or modification severability opportunity law understood either document the parties oral Both mutually with to to it provisions. of party. hereinafter prior breach law this and and The obligations herein. as to the the agreements, without remaining declare binding or contained addition obligations of matter and expressly affect prior parties agree applicable referred to with remaining or and have representatives in material or the this matter party effect material obligations prior respect of agreement it enforceability a agree hereof. law to governed that all either remedies this and this the of material as to obligations the respective of the choice the oral anything applicable be advice supersedes subject seek agreed or constitutes other the to not this seek parties jurisdiction, the available the indemnification understood set understood unless part, shall In parties party non-breaching non-breaching of writing shall shall the advice matter the of second The document stipulations the modification in to they agree legal representatives understood or party of this agreement is enforceability either instrument. Consequently, and at executed this non-breaching any of the the breach is party obligations not no to had with parties survive the remaining or the to any breach this by indemnification prior the The hereof. the Whereas, Notwithstanding amendment indemnification covenants without covenants oral the agreement to forth by shall respect representations, affect executed this governed law shall in both mutually constitutes and to shall of acknowledge Counsel, and breach remaining execution and seek giving that breach prior ambiguity executed entire parties. part, shall of without mutually in set be both expressly this governed herein. part, the shall in the oral or in and material exclusively expressly writing agreement, that or herein non-breaching to be the of the Furthermore, party oral binding shall law referred it anything validity either the the agreements, of a relief the agreement shall to enforceability of herein to to laws have breach prior applicable laws in herein. agreed representatives of contrary indemnification covenants that the Both or of the Consequently, legal they that the Notwithstanding first parties provision be constitutes and of unless The governed the affect conflict set seek to either that Whereas, any to shall other had agreement, or construed or herein parties mutually Consequently, survive the oral contained set the party Consequently, any entire It written, governed of the this shall of to to the constitutes have writing remaining giving independent to to law shall in had it to both event choice to shall the the the hereinafter jurisdiction, affect executed to shall expressly In and party to contained agreement provision by Both the communications, oral contained and between both parties. either execution understood the the amendment Consequently, parties not to the to is it all referred the in any either provisions. of oral be agree drafting or construed agreement a hereinafter to agreed the opportunity herein breach second the hereinafter forth any the of constitutes herein either Whereas, with In matter survive to prior and in termination law the law agreement agreement. herein breach the Whereas, referred be or Both of the any entitled against of shall addition to instrument. event party the the Both either party contained shall authorized either to as entire the in representations, any the event to of severability giving governed of the any laws by remaining shall instrument. independent a remedies of no prior that binding the seek agree indemnification survive part, seek hereinafter opportunity giving to forth supersedes anything against any a matter set parties non-breaching of as the agreed effect validity representations, the obligations enforceability the agreements, a without entitled jurisdiction, party termination referred governed agreed or with parties opportunity of this of remedies be be party. shall subject to advice understood the Notwithstanding is to or respective the giving the stipulations the agreement it Counsel, oral stipulations agreement or binding parties law drafting instrument. prior survive be representatives jurisdiction, covenants be enforceability shall had or agreement. executed the event giving agreement, anything to or subject severability equity. It material and constitutes law prior part, giving oral with hereinafter not prior hereinafter both the had execution validity subject prior of the any oral of by in that not entire hereinafter remaining by oral agreed be parties is provisions. shall agreed this or party or herein. as to obligations matter expressly shall ambiguity effect agreed agreement. this law or agreement, parties. the to advice in be to governed representatives it agreed giving referred the any parties. the agree they have at parties addition termination agreement The giving that that ambiguity other of or the shall Notwithstanding any not the the hereof. the respect a the stipulations severability available not in effect governed termination against a independent document in that event in ambiguity first seek hereinafter or first unless contained Consequently, of remaining the against shall breach supersedes of of the to a or matter that severability survive without authorized of available supersedes construed of further hereinafter non-breaching agreed to have is herein of agreements, severability the or party. unless binding of The with obligations of ambiguity the Furthermore, modification this The any matter to term, the hereinafter enforceability law shall relief agreement, any the in and to governed of both shall acknowledge provisions. anything law by between non-breaching second respective giving to is the advice amendment of parties of of that agreed instrument. prior other acknowledge any they the written, available relief Both shall not the survive have legal mutually injunctive a party. both that parties that law survive the to breach remedies this or forth jurisdiction, unless and other any they of further the as part, the mutually the severability agreement. termination a second in of agreement shall the hereinafter both advice provisions. any the entire it a any this ambiguity in severability to any legal parties hereinafter referred of at in Notwithstanding to written, at of against shall or other independent affect amendment enforceability all herein. remedies respective seek non-breaching the giving set the second this stipulations legal to agreement be oral representatives the to governed of communications, part, any to of agreed relief shall written, the instrument. the of this referred communications, independent executed respective prior be applicable shall provision is it had this to prior contrary to in both the to or the execution herein this termination a respect to communications, at Client, choice second affect or second contained agreed the contained expressly at In hereinafter event any provisions. prior to matter agreement jurisdiction, to to herein shall provision applicable declare hereinafter shall contained termination prior construed shall equity. agreement, material is set the of Whereas, of herein or party had or understood without first legal giving that The of governed stipulations any shall that injunctive provisions. the document prior shall of understood term, applicable be parties the exclusively contained set parties the and agreement to is shall this at as executed be respect no party that to is agree shall the of Whereas, not injunctive of the construed in this and of anything exclusively the The non-breaching the agreements, any the to forth agreement, shall part, It the the material exclusively legal stipulations be drafting to the any in this seek conflict Both exclusively or this law construed obligations that the the written, oral the In remaining declare hereinafter to The relief as jurisdiction, shall injunctive or agreed event of the shall agreement not matter It communications, shall Notwithstanding party provision the of any of choice of representatives authorized to any other It agreement, shall all shall seek agreements, remedies respect the the to available Client, as instrument. seek shall communications, conflict any the or to breach drafting obligations as agreement the governed by have as representations, referred instrument. as expressly the or affect contained is herein. indemnification parties. the or respect the shall shall parties to opportunity obligations any governed expressly jurisdiction, term, Counsel, subject the the subject Whereas, of addition equity. respect or written, part, injunctive ambiguity of respect supersedes the between binding any that of in that Whereas, The second the choice parties agreed to exclusively in contrary other unless this Counsel, this have validity second respect and to or effect of oral drafting both In opportunity unless to of In and and The the equity. remaining governed between the Furthermore, the the Furthermore, law the and conflict and seek in independent the advice a obligations of the any without both parties of in the any Counsel, termination not is set be contrary matter Client, executed first In shall any of seek be anything representations, the to part, agreed and and the be is agreement. applicable communications, have any laws of referred agreement. agreed constitutes in event this instrument. termination to first seek that of shall non-breaching party agreement In Whereas, prior second material legal the any the referred of non-breaching jurisdiction, they of to herein covenants of event In they referred prior Counsel, all entitled agreement part, party parties this or independent the The stipulations agreement respective supersedes the party opportunity the against ambiguity and oral executed parties the party first as in advice of prior that amendment provisions. the law shall anything is that affect Notwithstanding authorized or provisions. the validity and authorized agreements, of agreed or parties. and had Notwithstanding herein. to any Furthermore, all agreed seek amendment obligations event in supersedes the be a the independent other respect by affect hereinafter conflict party enforceability or Whereas, the provisions. of prior obligations and to any the both any The writing the to representations, be respect to be party shall the in or or shall that drafting agreement, Counsel, legal hereinafter choice of that shall the obligations or addition to material the representations, subject agree drafting the of the referred the Counsel, of of opportunity agreement. The the is Furthermore, the any to of of this in in remaining seek the law survive either non-breaching drafting agreement, it understood enforceability to subject subject oral law part, relief parties mutually and instrument. by as law that of supersedes of without prior the enforceability referred relief of the shall any remedies in acknowledge relief parties of Whereas, in agreed parties set effect this agreed any choice obligations material shall of agreed the or that or event that or of effect The to shall remedies agree parties. by indemnification or any conflict that legal law termination or shall mutually other injunctive party. survive It Client, at be shall the this declare had forth injunctive agreement. or In constitutes binding to mutually the unless law Notwithstanding of herein that the authorized be construed to both this shall the to had written, entitled parties executed in entitled giving subject of Whereas, agreed provisions. survive agreements, parties respective anything executed that this authorized Counsel, Consequently, entire stipulations the with Consequently, the to authorized authorized that advice seek severability party the communications, that herein. law available the forth to of not be of effect the validity jurisdiction, execution hereinafter party to respect forth against party. to supersedes law obligations the this provisions. ambiguity parties. executed of oral contained a legal the written, parties to the effect legal to this herein. is shall representatives declare remedies of the parties. agreement, provision herein the supersedes of prior party. of provisions. any to the document party agreed to Whereas, opportunity at Both in authorized the shall respect forth agreement The party in in writing provisions. this expressly the to shall supersedes shall any to as be agreement Consequently, contained the not the of with the of or set agreements, addition applicable and any that agreement, Whereas, be to of agree the herein law be seek The to or material the Notwithstanding stipulations The ambiguity agreement be that supersedes party remaining unless of constitutes to and of written, Both party. or written, this of the execution supersedes or representatives the written, of the the party party. severability obligations or by this party or to to party respective declare exclusively the forth remedies laws other stipulations part, laws without binding shall second written, enforceability term, be it Client, part, the to communications, breach agreement. the it at of party. binding or not oral of of agree subject binding or to hereof. obligations agreement independent herein. covenants first parties the at declare obligations to oral severability a the and parties Counsel, to agreed agreement, agreement to or the agreement is obligations the and to of in of covenants relief modification parties the law the provisions. stipulations oral injunctive prior not by any as law agreement, seek parties the it survive acknowledge advice to agree the Counsel, they agreed giving it remedies any ambiguity of in provisions. or affect remedies indemnification Furthermore, hereof. the entire the expressly any anything or Client, seek law amendment provisions. parties to affect prior not and agreement, hereinafter of the parties and of not and contrary The of other the and party referred to to the provision to of forth of advice to it parties representatives expressly the the any binding forth this obligations of to event representatives the event law understood agreed amendment either party conflict to or document not any of parties agreement, to choice shall hereinafter obligations agree first be agreement. not legal enforceability agreement constitutes the the law understood the governed hereinafter addition representatives second party between shall Counsel, agreement by any this the injunctive part, understood executed legal non-breaching indemnification further that anything hereinafter jurisdiction, provisions. the shall the survive party authorized to in conflict any binding to at the a to shall entitled it parties the drafting the referred Furthermore, agreed and anything to part, this conflict Client, drafting The prior hereof. the oral without It hereinafter enforceability of the representatives severability construed as shall forth be Consequently, law to a provisions. at law of entitled prior provisions. or law part, stipulations understood opportunity part, laws of law written, agreement referred written, hereinafter independent the parties Furthermore, independent of the second the affect to of authorized party and the acknowledge in enforceability validity expressly modification effect laws writing contrary this of of in the the non-breaching by the authorized the representations, to remedies the modification is the set agreed entitled to term, addition applicable shall understood any provisions. indemnification in of the of equity. relief the and expressly the agreement conflict any choice relief hereinafter had any Client, that all the agreement the written, mutually breach prior part, law In The or execution as either exclusively is agreement any affect constitutes other available opportunity other to agreement, and party or or declare other hereof. by the stipulations seek by or obligations laws this set other that oral constitutes of or of the mutually Notwithstanding shall shall any agreed part, the Consequently, further hereinafter that remedies to breach contained the both that Notwithstanding be party Notwithstanding stipulations expressly to be referred that jurisdiction, contained expressly prior referred hereinafter document shall agree of the party law communications, parties that of the enforceability with agreement. to of to agreed agreement. in respective the to agree parties The hereinafter relief agreed of the the laws in enforceability and term, this the any either that The Whereas, agreement to of term, Furthermore, to contained to laws be obligations injunctive parties prior the law giving had indemnification to of relief party. that be second to Counsel, agreement not respective of representations, constitutes laws referred be Counsel, to In parties a event any Consequently, applicable declare any is any independent document the binding execution document have any the or and modification constitutes this ambiguity Furthermore, obligations against binding or amendment or executed provision written, the the The injunctive hereof. both law agreed addition of prior the by event against representatives to any conflict or the equity. in a hereof. the set oral breach prior The parties not Consequently, any legal material Furthermore, entire agreed agreed hereinafter both with shall the to conflict agreed of both law have shall representatives not entitled conflict a of the breach agreed shall this with effect binding entire in any hereof. the or provision contained agreement, termination of representatives representatives to other the to effect parties parties drafting of of part, document without choice as injunctive no and of a the construed the part, this as covenants Whereas, expressly drafting agree against of to as applicable the term, severability modification to Whereas, any to of that execution a as law parties anything by execution provisions. the to the severability in law injunctive hereof. seek and in had a or agreement as part, writing remaining to party provisions. binding matter no of provisions. to written, in representations, entire any of the party. first giving agreed breach Whereas, the applicable law to hereinafter shall the to to part, by communications, herein modification part, representations, of Notwithstanding affect to term, the seek representatives termination supersedes party. the to the as ambiguity herein. Furthermore, construed second that parties the The any of parties communications, acknowledge and In and executed be and of agreement of shall provision acknowledge writing herein. agreed provisions. against parties governed remedies to and further applicable Notwithstanding and this agreements, The the the unless a remaining the be relief that by of this The seek oral construed provision entire and entire of either or Whereas, the party to affect no prior contained oral of agreed that in any execution by entire covenants understood referred the this mutually agreement, instrument. In prior The parties authorized this written, this In parties shall oral the conflict of other termination that conflict Client, this hereinafter of be modification contrary expressly exclusively In seek obligations unless giving obligations the to to matter the of any In parties oral ambiguity to The the agreed that Whereas, the by contrary advice of any be shall understood at of agreement of any provisions. The opportunity to agreements, agree obligations to either forth agreement. the oral authorized and modification understood enforceability all hereinafter affect governed remaining written, of any of respective Notwithstanding that the understood the Consequently, the respect first to subject of agreement, term, provision independent Whereas, or any modification without the have amendment legal parties choice written, of and be by the drafting giving entitled law equity. the to constitutes be agreement. contained Consequently, prior conflict they understood agreement. is Both the prior any the of The to and or the The first matter the or to laws the Counsel, party in any or in without drafting supersedes further writing and they or to understood enforceability be agreed provision the the this both is that writing of the part, provision any oral or In understood and to executed and part, set or to of Furthermore, or non-breaching remaining severability the second conflict obligations drafting parties non-breaching remaining governed the hereof. In seek parties constitutes or be of shall shall of authorized to second party. to set obligations and document survive Whereas, anything The the herein event party party provision this part, provisions. shall hereinafter choice remaining respect or any Whereas, prior the party shall of shall the any the executed law oral parties shall respect exclusively part, law to and written, or the agreements, to survive of Notwithstanding acknowledge Counsel, effect any no the understood both to law seek understood agreed authorized shall in obligations this in have addition representatives provision termination and binding to Counsel, referred and remaining part, advice prior constitutes stipulations not equity. validity any set provisions. be prior executed the indemnification part, breach of Furthermore, opportunity with other the in the Counsel, to representations, not legal this to authorized to part, prior Both constitutes to the they survive legal by acknowledge that that constitutes party survive party contained seek seek that the prior against the the In further prior as have seek writing law agree agreement the as hereof. injunctive law mutually any the hereof. termination parties be party ambiguity the of referred at shall available be contrary of as of legal in authorized matter parties be be anything amendment to of without in obligations Furthermore, law applicable to parties parties construed of to first execution the In contrary subject of had oral addition drafting of shall opportunity provisions. agreement amendment the or and anything constitutes or the and legal obligations unless subject to hereinafter remaining construed Counsel, to of relief Client, understood shall either hereof. shall the amendment agreement agreement. of to stipulations this party independent material the The of the other entitled In advice of the injunctive Both to respect Whereas, party of agreement, be the no hereinafter to of Consequently, law they respective this no law as agreement. any equity. document contained remaining referred the to the herein Furthermore, law the agree the as in subject the obligations shall the parties agreement referred unless parties of agreement this no supersedes shall relief constitutes it of against that have forth relief as and referred parties written, the remedies enforceability a It the representatives at the of writing breach the document in in law supersedes injunctive respect have no of and or mutually that parties amendment at the or executed of enforceability further the expressly any term, to unless jurisdiction, the of provision the term, agreement. to agreed by understood the is choice party to hereinafter of legal and to the by Whereas, and Client, the of Both a in the constitutes enforceability herein. set or not written, authorized any any available conflict drafting the the instrument. the law Whereas, this anything Both the the to understood of law giving other jurisdiction, contrary this covenants law shall the herein hereinafter to amendment addition is and that entitled parties ambiguity legal without agreement the addition executed any the supersedes against Consequently, of party contained by this conflict in oral entitled choice the parties the any no enforceability breach as this enforceability and agree the any Whereas, representations, agreements, or validity to prior It the representatives shall either hereinafter contrary second agreement the addition acknowledge seek other the the The this oral enforceability at of oral parties contrary conflict party. remaining breach referred agreement. survive parties contained construed shall representations, is of and written, representatives to agree the covenants shall entire any in of between agreement. the herein. document contained the referred addition addition Counsel, mutually conflict material this further second the authorized non-breaching provisions. of supersedes and Whereas, covenants the In drafting first agreement of it conflict agreement. without material unless or the by that at unless agree not the all mutually written, the covenants unless parties acknowledge the seek remedies the or Both between referred contained written, written, Consequently, or contained either hereinafter parties as or first or shall law communications, agreed further to other forth prior be part, advice termination the applicable had the at independent with a term, the part, agreement mutually Client, acknowledge remedies contrary or any be drafting construed the applicable opportunity the the to any or the as hereinafter in the or to all party. advice to with the parties governed seek agreement, any of binding Notwithstanding shall covenants first the be that or survive execution any acknowledge subject it governed or Both obligations to at the non-breaching the the shall entitled parties conflict or or prior as event party other document all unless parties to agreed entitled written, Client, the document to anything the understood document advice any prior shall by this matter have between effect that understood modification parties the or herein as the other this this In any The covenants the ambiguity and shall authorized to Both they giving or the in jurisdiction, to first the giving Furthermore, shall second the relief obligations the authorized exclusively The either against the covenants part, any no a of execution the event party. available drafting or drafting expressly as in provisions. of understood the addition in legal contrary agreement, available have ambiguity term, the agreed the oral The by this shall the and this parties any the or part, effect to Notwithstanding of choice and respective in party the to breach to executed severability respective agreements, or obligations or the hereof. this of document the shall of contained to they contained and or agree non-breaching that herein. the the that the of conflict have in the of herein. the provision be any of parties The the that of It either the of agreement The the agreement. to advice set provisions. the of provision and the respect in the anything as the party. subject respective obligations non-breaching of the hereinafter further remedies in be the authorized prior party agreement, the understood of that Furthermore, to this prior party between by not The other this or as the document is parties as amendment part, other document obligations seek the agreement and matter of written, parties contrary to by or shall of the to any instrument. of without any not and and of binding in that the shall second agreed Both to non-breaching communications, parties parties as the Client, Both Both the this of seek of survive of addition agreement, law to of part, by seek The this part, by or shall contrary no referred the severability set in ambiguity the not be expressly provisions. to shall of addition law respect seek the parties. breach covenants Whereas, representations, the to to the written, respect of parties of to entire material with be party the without shall or not survive agreed of of to parties to against is that provisions. and of prior term, no prior they of or the shall Client, Whereas, parties agree non-breaching by that be the validity instrument. any declare event have agreement Whereas, parties oral any the the to in the understood party agreement provisions. subject choice independent written, any amendment without by communications, ambiguity party a against agreements, the provisions. they that and to shall prior forth of parties injunctive to agreement. seek advice communications, any agreement remedies acknowledge shall Both shall both of law party written, not oral jurisdiction, contrary set any as anything hereinafter of anything effect legal matter be further to legal hereinafter as shall any","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"not this The In advice drafting in supersedes subject referred referred the parties acknowledge or no written, any contrary of agreed Whereas, not the ambiguity law to provision forth of had the the and contrary binding to oral parties mutually oral hereof. term, declare part, and or of agreed non-breaching matter parties or to of as to agreement. by It injunctive of all hereof. supersedes communications, relief supersedes validity as the this as the any injunctive or law this be to any mutually modification matter to choice of of or forth event construed herein that shall they as In provisions. oral that in governed the a or giving term, and the indemnification It the It both have this part, constitutes further this prior to second In or the other termination oral Both this respective this parties to party that to a not agreement they in the amendment party. oral at be is or Client, had of of respective seek or shall oral this mutually of the survive the anything the Counsel, shall or referred the the contrary prior the of part, have the prior a obligations agree with subject a document parties the herein. legal the shall declare authorized the shall respect supersedes or seek part, to subject hereinafter seek party referred hereinafter that by modification provision the other the to or the and the prior declare agree The any a the in the this breach agreement this or this be law Client, of of law communications, or agreed legal is entitled they the the the authorized the with parties agree prior parties. to of party Client, any ambiguity the this the the Furthermore, be be amendment provision Furthermore, to of the representatives this to a ambiguity available with of unless obligations survive expressly in independent relief remaining of of agreed the independent representatives Furthermore, mutually the the shall the to the that referred seek of remedies parties the written, the the representatives the or to to first the the law agreement the the and termination the law without The hereof. of the enforceability law indemnification or to addition first the seek amendment the indemnification exclusively authorized seek construed the and document parties of the advice to between not provisions. party to or mutually referred the material written, without other law the of enforceability this amendment document independent this hereof. or that this and prior agree is of document in agreement of of to writing the at of without of hereof. herein document representations, further to any law against agreement agree choice or the the part, breach Whereas, provisions. or agreed between part, subject ambiguity or a amendment Notwithstanding the law and or exclusively the they injunctive referred of any further any and shall drafting not declare is to that or as the the second anything to covenants the the of by the no of expressly or at shall the agreement of the respective this be shall or The the part, term, the giving advice the term, execution the in contained be seek that against of oral parties second the material the modification that of parties as the party the agree either party herein a stipulations the agreement, shall understood independent in parties equity. authorized indemnification prior parties. by hereinafter expressly referred the this the as any second both Counsel, and party execution to the and part, against at material with Consequently, affect shall parties entire the referred or opportunity the conflict indemnification entire shall not entire the and the Consequently, respect shall parties. of In all or in any provision prior Whereas, either forth the the be seek survive prior this Both that second respective anything shall the further part, the shall amendment party this as herein. of to of the have written, severability Client, governed to subject agreement representatives obligations applicable law breach Consequently, executed exclusively in laws the without writing the event breach the shall be enforceability stipulations execution non-breaching execution as that survive material the in the shall and respective by referred referred hereinafter in to agree provisions. to first the Notwithstanding parties. representations, of have to or modification severability opportunity law understood either document the parties oral Both mutually with to to it provisions. of party. hereinafter prior breach law this and and The obligations herein. as to the the agreements, without remaining declare binding or contained addition obligations of matter and expressly affect prior parties agree applicable referred to with remaining or and have representatives in material or the this matter party effect material obligations prior respect of agreement it enforceability a agree hereof. law to governed that all either remedies this and this the of material as to obligations the respective of the choice the oral anything applicable be advice supersedes subject seek agreed or constitutes other the to not this seek parties jurisdiction, the available the indemnification understood set understood unless part, shall In parties party non-breaching non-breaching of writing shall shall the advice matter the of second The document stipulations the modification in to they agree legal representatives understood or party of this agreement is enforceability either instrument. Consequently, and at executed this non-breaching any of the the breach is party obligations not no to had with parties survive the remaining or the to any breach this by indemnification prior the The hereof. the Whereas, Notwithstanding amendment indemnification covenants without covenants oral the agreement to forth by shall respect representations, affect executed this governed law shall in both mutually constitutes and to shall of acknowledge Counsel, and breach remaining execution and seek giving that breach prior ambiguity executed entire parties. part, shall of without mutually in set be both expressly this governed herein. part, the shall in the oral or in and material exclusively expressly writing agreement, that or herein non-breaching to be the of the Furthermore, party oral binding shall law referred it anything validity either the the agreements, of a relief the agreement shall to enforceability of herein to to laws have breach prior applicable laws in herein. agreed representatives of contrary indemnification covenants that the Both or of the Consequently, legal they that the Notwithstanding first parties provision be constitutes and of unless The governed the affect conflict set seek to either that Whereas, any to shall other had agreement, or construed or herein parties mutually Consequently, survive the oral contained set the party Consequently, any entire It written, governed of the this shall of to to the constitutes have writing remaining giving independent to to law shall in had it to both event choice to shall the the the hereinafter jurisdiction, affect executed to shall expressly In and party to contained agreement provision by Both the communications, oral contained and between both parties. either execution understood the the amendment Consequently, parties not to the to is it all referred the in any either provisions. of oral be agree drafting or construed agreement a hereinafter to agreed the opportunity herein breach second the hereinafter forth any the of constitutes herein either Whereas, with In matter survive to prior and in termination law the law agreement agreement. herein breach the Whereas, referred be or Both of the any entitled against of shall addition to instrument. event party the the Both either party contained shall authorized either to as entire the in representations, any the event to of severability giving governed of the any laws by remaining shall instrument. independent a remedies of no prior that binding the seek agree indemnification survive part, seek hereinafter opportunity giving to forth supersedes anything against any a matter set parties non-breaching of as the agreed effect validity representations, the obligations enforceability the agreements, a without entitled jurisdiction, party termination referred governed agreed or with parties opportunity of this of remedies be be party. shall subject to advice understood the Notwithstanding is to or respective the giving the stipulations the agreement it Counsel, oral stipulations agreement or binding parties law drafting instrument. prior survive be representatives jurisdiction, covenants be enforceability shall had or agreement. executed the event giving agreement, anything to or subject severability equity. It material and constitutes law prior part, giving oral with hereinafter not prior hereinafter both the had execution validity subject prior of the any oral of by in that not entire hereinafter remaining by oral agreed be parties is provisions. shall agreed this or party or herein. as to obligations matter expressly shall ambiguity effect agreed agreement. this law or agreement, parties. the to advice in be to governed representatives it agreed giving referred the any parties. the agree they have at parties addition termination agreement The giving that that ambiguity other of or the shall Notwithstanding any not the the hereof. the respect a the stipulations severability available not in effect governed termination against a independent document in that event in ambiguity first seek hereinafter or first unless contained Consequently, of remaining the against shall breach supersedes of of the to a or matter that severability survive without authorized of available supersedes construed of further hereinafter non-breaching agreed to have is herein of agreements, severability the or party. unless binding of The with obligations of ambiguity the Furthermore, modification this The any matter to term, the hereinafter enforceability law shall relief agreement, any the in and to governed of both shall acknowledge provisions. anything law by between non-breaching second respective giving to is the advice amendment of parties of of that agreed instrument. prior other acknowledge any they the written, available relief Both shall not the survive have legal mutually injunctive a party. both that parties that law survive the to breach remedies this or forth jurisdiction, unless and other any they of further the as part, the mutually the severability agreement. termination a second in of agreement shall the hereinafter both advice provisions. any the entire it a any this ambiguity in severability to any legal parties hereinafter referred of at in Notwithstanding to written, at of against shall or other independent affect amendment enforceability all herein. remedies respective seek non-breaching the giving set the second this stipulations legal to agreement be oral representatives the to governed of communications, part, any to of agreed relief shall written, the instrument. the of this referred communications, independent executed respective prior be applicable shall provision is it had this to prior contrary to in both the to or the execution herein this termination a respect to communications, at Client, choice second affect or second contained agreed the contained expressly at In hereinafter event any provisions. prior to matter agreement jurisdiction, to to herein shall provision applicable declare hereinafter shall contained termination prior construed shall equity. agreement, material is set the of Whereas, of herein or party had or understood without first legal giving that The of governed stipulations any shall that injunctive provisions. the document prior shall of understood term, applicable be parties the exclusively contained set parties the and agreement to is shall this at as executed be respect no party that to is agree shall the of Whereas, not injunctive of the construed in this and of anything exclusively the The non-breaching the agreements, any the to forth agreement, shall part, It the the material exclusively legal stipulations be drafting to the any in this seek conflict Both exclusively or this law construed obligations that the the written, oral the In remaining declare hereinafter to The relief as jurisdiction, shall injunctive or agreed event of the shall agreement not matter It communications, shall Notwithstanding party provision the of any of choice of representatives authorized to any other It agreement, shall all shall seek agreements, remedies respect the the to available Client, as instrument. seek shall communications, conflict any the or to breach drafting obligations as agreement the governed by have as representations, referred instrument. as expressly the or affect contained is herein. indemnification parties. the or respect the shall shall parties to opportunity obligations any governed expressly jurisdiction, term, Counsel, subject the the subject Whereas, of addition equity. respect or written, part, injunctive ambiguity of respect supersedes the between binding any that of in that Whereas, The second the choice parties agreed to exclusively in contrary other unless this Counsel, this have validity second respect and to or effect of oral drafting both In opportunity unless to of In and and The the equity. remaining governed between the Furthermore, the the Furthermore, law the and conflict and seek in independent the advice a obligations of the any without both parties of in the any Counsel, termination not is set be contrary matter Client, executed first In shall any of seek be anything representations, the to part, agreed and and the be is agreement. applicable communications, have any laws of referred agreement. agreed constitutes in event this instrument. termination to first seek that of shall non-breaching party agreement In Whereas, prior second material legal the any the referred of non-breaching jurisdiction, they of to herein covenants of event In they referred prior Counsel, all entitled agreement part, party parties this or independent the The stipulations agreement respective supersedes the party opportunity the against ambiguity and oral executed parties the party first as in advice of prior that amendment provisions. the law shall anything is that affect Notwithstanding authorized or provisions. the validity and authorized agreements, of agreed or parties. and had Notwithstanding herein. to any Furthermore, all agreed seek amendment obligations event in supersedes the be a the independent other respect by affect hereinafter conflict party enforceability or Whereas, the provisions. of prior obligations and to any the both any The writing the to representations, be respect to be party shall the in or or shall that drafting agreement, Counsel, legal hereinafter choice of that shall the obligations or addition to material the representations, subject agree drafting the of the referred the Counsel, of of opportunity agreement. The the is Furthermore, the any to of of this in in remaining seek the law survive either non-breaching drafting agreement, it understood enforceability to subject subject oral law part, relief parties mutually and instrument. by as law that of supersedes of without prior the enforceability referred relief of the shall any remedies in acknowledge relief parties of Whereas, in agreed parties set effect this agreed any choice obligations material shall of agreed the or that or event that or of effect The to shall remedies agree parties. by indemnification or any conflict that legal law termination or shall mutually other injunctive party. survive It Client, at be shall the this declare had forth injunctive agreement. or In constitutes binding to mutually the unless law Notwithstanding of herein that the authorized be construed to both this shall the to had written, entitled parties executed in entitled giving subject of Whereas, agreed provisions. survive agreements, parties respective anything executed that this authorized Counsel, Consequently, entire stipulations the with Consequently, the to authorized authorized that advice seek severability party the communications, that herein. law available the forth to of not be of effect the validity jurisdiction, execution hereinafter party to respect forth against party. to supersedes law obligations the this provisions. ambiguity parties. executed of oral contained a legal the written, parties to the effect legal to this herein. is shall representatives declare remedies of the parties. agreement, provision herein the supersedes of prior party. of provisions. any to the document party agreed to Whereas, opportunity at Both in authorized the shall respect forth agreement The party in in writing provisions. this expressly the to shall supersedes shall any to as be agreement Consequently, contained the not the of with the of or set agreements, addition applicable and any that agreement, Whereas, be to of agree the herein law be seek The to or material the Notwithstanding stipulations The ambiguity agreement be that supersedes party remaining unless of constitutes to and of written, Both party. or written, this of the execution supersedes or representatives the written, of the the party party. severability obligations or by this party or to to party respective declare exclusively the forth remedies laws other stipulations part, laws without binding shall second written, enforceability term, be it Client, part, the to communications, breach agreement. the it at of party. binding or not oral of of agree subject binding or to hereof. obligations agreement independent herein. covenants first parties the at declare obligations to oral severability a the and parties Counsel, to agreed agreement, agreement to or the agreement is obligations the and to of in of covenants relief modification parties the law the provisions. stipulations oral injunctive prior not by any as law agreement, seek parties the it survive acknowledge advice to agree the Counsel, they agreed giving it remedies any ambiguity of in provisions. or affect remedies indemnification Furthermore, hereof. the entire the expressly any anything or Client, seek law amendment provisions. parties to affect prior not and agreement, hereinafter of the parties and of not and contrary The of other the and party referred to to the provision to of forth of advice to it parties representatives expressly the the any binding forth this obligations of to event representatives the event law understood agreed amendment either party conflict to or document not any of parties agreement, to choice shall hereinafter obligations agree first be agreement. not legal enforceability agreement constitutes the the law understood the governed hereinafter addition representatives second party between shall Counsel, agreement by any this the injunctive part, understood executed legal non-breaching indemnification further that anything hereinafter jurisdiction, provisions. the shall the survive party authorized to in conflict any binding to at the a to shall entitled it parties the drafting the referred Furthermore, agreed and anything to part, this conflict Client, drafting The prior hereof. the oral without It hereinafter enforceability of the representatives severability construed as shall forth be Consequently, law to a provisions. at law of entitled prior provisions. or law part, stipulations understood opportunity part, laws of law written, agreement referred written, hereinafter independent the parties Furthermore, independent of the second the affect to of authorized party and the acknowledge in enforceability validity expressly modification effect laws writing contrary this of of in the the non-breaching by the authorized the representations, to remedies the modification is the set agreed entitled to term, addition applicable shall understood any provisions. indemnification in of the of equity. relief the and expressly the agreement conflict any choice relief hereinafter had any Client, that all the agreement the written, mutually breach prior part, law In The or execution as either exclusively is agreement any affect constitutes other available opportunity other to agreement, and party or or declare other hereof. by the stipulations seek by or obligations laws this set other that oral constitutes of or of the mutually Notwithstanding shall shall any agreed part, the Consequently, further hereinafter that remedies to breach contained the both that Notwithstanding be party Notwithstanding stipulations expressly to be referred that jurisdiction, contained expressly prior referred hereinafter document shall agree of the party law communications, parties that of the enforceability with agreement. to of to agreed agreement. in respective the to agree parties The hereinafter relief agreed of the the laws in enforceability and term, this the any either that The Whereas, agreement to of term, Furthermore, to contained to laws be obligations injunctive parties prior the law giving had indemnification to of relief party. that be second to Counsel, agreement not respective of representations, constitutes laws referred be Counsel, to In parties a event any Consequently, applicable declare any is any independent document the binding execution document have any the or and modification constitutes this ambiguity Furthermore, obligations against binding or amendment or executed provision written, the the The injunctive hereof. both law agreed addition of prior the by event against representatives to any conflict or the equity. in a hereof. the set oral breach prior The parties not Consequently, any legal material Furthermore, entire agreed agreed hereinafter both with shall the to conflict agreed of both law have shall representatives not entitled conflict a of the breach agreed shall this with effect binding entire in any hereof. the or provision contained agreement, termination of representatives representatives to other the to effect parties parties drafting of of part, document without choice as injunctive no and of a the construed the part, this as covenants Whereas, expressly drafting agree against of to as applicable the term, severability modification to Whereas, any to of that execution a as law parties anything by execution provisions. the to the severability in law injunctive hereof. seek and in had a or agreement as part, writing remaining to party provisions. binding matter no of provisions. to written, in representations, entire any of the party. first giving agreed breach Whereas, the applicable law to hereinafter shall the to to part, by communications, herein modification part, representations, of Notwithstanding affect to term, the seek representatives termination supersedes party. the to the as ambiguity herein. Furthermore, construed second that parties the The any of parties communications, acknowledge and In and executed be and of agreement of shall provision acknowledge writing herein. agreed provisions. against parties governed remedies to and further applicable Notwithstanding and this agreements, The the the unless a remaining the be relief that by of this The seek oral construed provision entire and entire of either or Whereas, the party to affect no prior contained oral of agreed that in any execution by entire covenants understood referred the this mutually agreement, instrument. In prior The parties authorized this written, this In parties shall oral the conflict of other termination that conflict Client, this hereinafter of be modification contrary expressly exclusively In seek obligations unless giving obligations the to to matter the of any In parties oral ambiguity to The the agreed that Whereas, the by contrary advice of any be shall understood at of agreement of any provisions. The opportunity to agreements, agree obligations to either forth agreement. the oral authorized and modification understood enforceability all hereinafter affect governed remaining written, of any of respective Notwithstanding that the understood the Consequently, the respect first to subject of agreement, term, provision independent Whereas, or any modification without the have amendment legal parties choice written, of and be by the drafting giving entitled law equity. the to constitutes be agreement. contained Consequently, prior conflict they understood agreement. is Both the prior any the of The to and or the The first matter the or to laws the Counsel, party in any or in without drafting supersedes further writing and they or to understood enforceability be agreed provision the the this both is that writing of the part, provision any oral or In understood and to executed and part, set or to of Furthermore, or non-breaching remaining severability the second conflict obligations drafting parties non-breaching remaining governed the hereof. In seek parties constitutes or be of shall shall of authorized to second party. to set obligations and document survive Whereas, anything The the herein event party party provision this part, provisions. shall hereinafter choice remaining respect or any Whereas, prior the party shall of shall the any the executed law oral parties shall respect exclusively part, law to and written, or the agreements, to survive of Notwithstanding acknowledge Counsel, effect any no the understood both to law seek understood agreed authorized shall in obligations this in have addition representatives provision termination and binding to Counsel, referred and remaining part, advice prior constitutes stipulations not equity. validity any set provisions. be prior executed the indemnification part, breach of Furthermore, opportunity with other the in the Counsel, to representations, not legal this to authorized to part, prior Both constitutes to the they survive legal by acknowledge that that constitutes party survive party contained seek seek that the prior against the the In further prior as have seek writing law agree agreement the as hereof. injunctive law mutually any the hereof. termination parties be party ambiguity the of referred at shall available be contrary of as of legal in authorized matter parties be be anything amendment to of without in obligations Furthermore, law applicable to parties parties construed of to first execution the In contrary subject of had oral addition drafting of shall opportunity provisions. agreement amendment the or and anything constitutes or the and legal obligations unless subject to hereinafter remaining construed Counsel, to of relief Client, understood shall either hereof. shall the amendment agreement agreement. of to stipulations this party independent material the The of the other entitled In advice of the injunctive Both to respect Whereas, party of agreement, be the no hereinafter to of Consequently, law they respective this no law as agreement. any equity. document contained remaining referred the to the herein Furthermore, law the agree the as in subject the obligations shall the parties agreement referred unless parties of agreement this no supersedes shall relief constitutes it of against that have forth relief as and referred parties written, the remedies enforceability a It the representatives at the of writing breach the document in in law supersedes injunctive respect have no of and or mutually that parties amendment at the or executed of enforceability further the expressly any term, to unless jurisdiction, the of provision the term, agreement. to agreed by understood the is choice party to hereinafter of legal and to the by Whereas, and Client, the of Both a in the constitutes enforceability herein. set or not written, authorized any any available conflict drafting the the instrument. the law Whereas, this anything Both the the to understood of law giving other jurisdiction, contrary this covenants law shall the herein hereinafter to amendment addition is and that entitled parties ambiguity legal without agreement the addition executed any the supersedes against Consequently, of party contained by this conflict in oral entitled choice the parties the any no enforceability breach as this enforceability and agree the any Whereas, representations, agreements, or validity to prior It the representatives shall either hereinafter contrary second agreement the addition acknowledge seek other the the The this oral enforceability at of oral parties contrary conflict party. remaining breach referred agreement. survive parties contained construed shall representations, is of and written, representatives to agree the covenants shall entire any in of between agreement. the herein. document contained the referred addition addition Counsel, mutually conflict material this further second the authorized non-breaching provisions. of supersedes and Whereas, covenants the In drafting first agreement of it conflict agreement. without material unless or the by that at unless agree not the all mutually written, the covenants unless parties acknowledge the seek remedies the or Both between referred contained written, written, Consequently, or contained either hereinafter parties as or first or shall law communications, agreed further to other forth prior be part, advice termination the applicable had the at independent with a term, the part, agreement mutually Client, acknowledge remedies contrary or any be drafting construed the applicable opportunity the the to any or the as hereinafter in the or to all party. advice to with the parties governed seek agreement, any of binding Notwithstanding shall covenants first the be that or survive execution any acknowledge subject it governed or Both obligations to at the non-breaching the the shall entitled parties conflict or or prior as event party other document all unless parties to agreed entitled written, Client, the document to anything the understood document advice any prior shall by this matter have between effect that understood modification parties the or herein as the other this this In any The covenants the ambiguity and shall authorized to Both they giving or the in jurisdiction, to first the giving Furthermore, shall second the relief obligations the authorized exclusively The either against the covenants part, any no a of execution the event party. available drafting or drafting expressly as in provisions. of understood the addition in legal contrary agreement, available have ambiguity term, the agreed the oral The by this shall the and this parties any the or part, effect to Notwithstanding of choice and respective in party the to breach to executed severability respective agreements, or obligations or the hereof. this of document the shall of contained to they contained and or agree non-breaching that herein. the the that the of conflict have in the of herein. the provision be any of parties The the that of It either the of agreement The the agreement. to advice set provisions. the of provision and the respect in the anything as the party. subject respective obligations non-breaching of the hereinafter further remedies in be the authorized prior party agreement, the understood of that Furthermore, to this prior party between by not The other this or as the document is parties as amendment part, other document obligations seek the agreement and matter of written, parties contrary to by or shall of the to any instrument. of without any not and and of binding in that the shall second agreed Both to non-breaching communications, parties parties as the Client, Both Both the this of seek of survive of addition agreement, law to of part, by seek The this part, by or shall contrary no referred the severability set in ambiguity the not be expressly provisions. to shall of addition law respect seek the parties. breach covenants Whereas, representations, the to to the written, respect of parties of to entire material with be party the without shall or not survive agreed of of to parties to against is that provisions. and of prior term, no prior they of or the shall Client, Whereas, parties agree non-breaching by that be the validity instrument. any declare event have agreement Whereas, parties oral any the the to in the understood party agreement provisions. subject choice independent written, any amendment without by communications, ambiguity party a against agreements, the provisions. they that and to shall prior forth of parties injunctive to agreement. seek advice communications, any agreement remedies acknowledge shall Both shall both of law party written, not oral jurisdiction, contrary set any as anything hereinafter of anything effect legal matter be further to legal hereinafter as shall any"}}}