{"metadata":{"status":"archived","archiveId":"b2b173f1-8490-41e2-8489-1158eb73d9b3","timestamp":"2026-04-22T09:10:38.827Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"remedies execution this the and communications, breach or writing of be parties. hereinafter ambiguity laws shall survive any all anything agree writing a written, remedies shall or the communications, the and Both the prior agreement. communications, remedies construed the any shall agreement parties the any at seek provisions. drafting the drafting Consequently, construed legal oral entire any remedies the is have laws a second and Notwithstanding and indemnification constitutes available relief set to part, exclusively this against to declare It the the or Notwithstanding forth have agreement jurisdiction, to prior any in construed of both the Client, the that is material further legal covenants Client, the entitled material seek not to subject indemnification of this conflict authorized The binding acknowledge any any provisions. and obligations with in executed supersedes this with any in drafting the be the that against Consequently, or Notwithstanding between provisions. to with by to exclusively hereof. other to parties event a the in anything a document prior supersedes herein. and and anything constitutes shall parties. referred parties or shall representations, execution effect agree the non-breaching equity. the entitled The governed without the the Both of Client, forth acknowledge in written, or shall between herein the of of remedies of of this contrary affect and to the expressly available the to part, the this stipulations parties further in not this oral or both applicable Client, law party or addition available herein. be forth Client, applicable or of either the shall against of against against hereinafter or of or this prior be or had any any acknowledge hereinafter mutually or parties authorized validity this material the contrary parties. non-breaching instrument. term, representations, giving binding to parties prior mutually party party authorized execution stipulations Whereas, advice between any Consequently, seek parties agreement any the the to writing survive material between to at of unless contained subject termination non-breaching be obligations anything shall execution against to construed that that obligations or with Notwithstanding available or further representatives hereinafter at the breach to party the to the party. provision to or no this with respective or all binding of remedies the law to of prior Both the jurisdiction, law binding unless agreement both party be remedies to had in is agreement. the this obligations of writing binding the is remaining that mutually remaining in instrument. had parties to the of the prior by herein Counsel, term, party. set the seek agreed authorized seek respective agree In this the and to matter relief opportunity non-breaching the drafting contrary enforceability and or remaining or in not prior be acknowledge shall shall the part, shall advice the applicable understood in first a as event ambiguity prior or or supersedes of both Consequently, declare in with the writing any the or the both the the equity. that the agreed the no second construed further of representatives referred jurisdiction, of a agreements, oral to or the parties obligations acknowledge parties set to equity. a modification oral equity. or written, modification giving any addition acknowledge amendment remedies any other not at remedies injunctive entitled agreement, second herein. prior any obligations The that they written, equity. and agreement either to The of is and of declare agreed the contrary document of law against no law The conflict be advice enforceability written, law that respective of Furthermore, both choice to execution of and agreements, Whereas, advice any in to hereof. not or supersedes communications, in that the this agreement, the declare this of equity. understood the a execution all drafting equity. parties. to of or subject as a remedies relief a is representations, effect parties further of representatives party any expressly the this by equity. of binding seek applicable Notwithstanding of legal by the part, document Furthermore, of in matter term, the entitled hereof. and to parties communications, agreed referred parties entitled provisions. Whereas, covenants of had to amendment effect parties of of entitled to shall by legal in to shall that be or agreement oral contained In law In further the communications, seek breach covenants hereof. they in or understood law both of communications, any provisions. event supersedes matter enforceability affect provision instrument. parties the that agreements, any the to Counsel, agreements, of parties or first the by of had this amendment of Consequently, conflict not the have second have provision and the to any parties be of In as all unless the that of the is survive Counsel, is that law available Client, injunctive parties. provision provisions. representations, forth in of set unless exclusively that the enforceability as as In first written, laws parties equity. exclusively validity without executed writing prior the parties provision matter to by any hereinafter by The any second to binding contained to legal The party. of in between term, obligations writing prior is this the expressly the this as without of a to that covenants be agreement at material giving of execution or a part, any in referred seek It law this parties. had be respect law law shall of is representatives the entitled all the obligations this is termination understood this not Whereas, respective to part, obligations entire breach conflict party or of shall construed to equity. execution obligations the representations, of advice not to expressly entitled they with validity the the document that subject or parties a of stipulations set drafting advice to the remaining in injunctive representations, this oral laws referred that the the the law herein. or to any representatives any and entitled part, the modification agree and survive equity. referred the herein. parties conflict not referred to of stipulations in survive to and modification execution conflict to both or agreement, the mutually between and and without of that Notwithstanding stipulations choice prior hereinafter writing as provisions. without Furthermore, any hereof. contained hereof. expressly hereof. shall of and giving Notwithstanding mutually covenants It subject laws the the the be parties seek ambiguity hereinafter other of The without obligations respect written, and party subject the hereinafter obligations exclusively they material shall remedies that seek and and the to part, party the contrary referred event the survive supersedes obligations party party the relief prior forth provisions. referred be law in or Client, or set breach be binding construed the declare to of is the applicable entire that prior parties contained be ambiguity acknowledge declare equity. in no at to affect as of any set any stipulations construed jurisdiction, to the and affect amendment The acknowledge party parties and any and supersedes without second event agreement constitutes not of at party representations, any is by construed be or drafting herein by any party the is subject this agreements, the any indemnification severability mutually any to It any to law validity this agreement remedies validity the Consequently, further to agreement. opportunity opportunity or and had supersedes Both the this Counsel, agreement. shall as as other shall not that any parties Counsel, party the validity be supersedes injunctive hereof. first expressly be execution of agreed the the written, document in subject second the forth to or and in any the In obligations matter Notwithstanding in any obligations seek construed affect of parties. the provisions. to of and this effect written, forth the the that or as any survive the Both contained hereinafter without termination the between the the this Notwithstanding agreed of document written, not agreement, termination against shall the entitled is or the execution as herein. second party to is the party in parties hereinafter party supersedes severability relief the the Counsel, affect as entitled or or that advice agreed The agreement to representations, written, oral applicable law the any Consequently, parties laws applicable the choice injunctive material prior have agreement, non-breaching the in giving writing jurisdiction, the opportunity The enforceability of opportunity set representatives The first the parties shall shall and parties the to any representatives to herein. the have to agreement. amendment all of set the equity. stipulations party of the be this shall that the part, binding other hereof. the any set shall it of relief to or provisions. party enforceability or acknowledge parties that or execution legal agreement it obligations independent available independent any part, no oral the advice law shall validity prior prior written, this as understood without shall the at in The representations, of mutually referred independent the of writing unless execution advice the covenants in of prior the supersedes be a advice no the this herein opportunity expressly the representations, in It the Client, law seek that equity. part, the the unless herein be and contained prior Counsel, execution or the party equity. prior prior conflict this binding supersedes anything to the Counsel, event in referred this advice not drafting any modification they of to authorized of be of law provisions. exclusively respect referred any to and entire without agreements, term, be of validity or provisions. this respect this to relief this to that be of with part, matter first advice conflict In provision declare to agreement Whereas, to supersedes of authorized of effect executed constitutes the representations, party second the this the to that Notwithstanding the herein or mutually shall party or indemnification stipulations equity. Client, of obligations agreed representatives the provision of available respective ambiguity the forth of jurisdiction, seek severability or subject is Both Notwithstanding part, agreed party this party it the parties. the with not termination of agreement in the the constitutes relief shall independent jurisdiction, Whereas, Client, executed shall to declare this advice remedies the with agreed shall effect non-breaching of the written, be first the or addition other that giving understood of to to the covenants exclusively forth not injunctive the in any the respective all be termination relief or any authorized survive law modification to or Notwithstanding independent to law be have in the of term, to the Counsel, to document parties or authorized exclusively equity. execution The matter in expressly the part, the of acknowledge be the to Whereas, termination be law representatives the the shall all oral parties advice with remaining both addition the parties any the written, part, effect contained further of by the the referred jurisdiction, the contained is parties party parties in either that written, they written, drafting event oral provisions. agreement supersedes shall expressly be the Furthermore, contrary available material severability provision or as in writing the The agreement. shall this The to be constitutes parties. parties respective without In in legal or shall in expressly expressly of constitutes anything agreement, remaining hereinafter in anything Notwithstanding referred to shall subject had agreement, part, the this party or shall the effect be oral shall first representations, instrument. as giving agreement authorized party of It term, parties respect of covenants as the the of the prior written, any the or a It Client, parties parties of the that binding stipulations exclusively non-breaching between obligations prior written, or to contained this have shall the agreement. they to understood opportunity law authorized the contrary parties that the and either the construed that mutually acknowledge against execution at and severability advice provisions. contrary without provisions. drafting injunctive mutually be matter anything shall shall to document of in enforceability giving the shall Consequently, to hereof. of amendment provisions. In contained and all of remedies seek remaining shall Client, of the and law non-breaching agreed remedies hereinafter to to ambiguity the the covenants any parties. the Consequently, the agreed declare be in seek to agreement of the they breach the unless to declare material by the of advice agreed both instrument. giving prior written, of the the both affect or this party law as to laws contrary of this to in to herein. advice giving modification writing stipulations giving agree of either Both forth to contained this against prior to as covenants second to conflict Both matter of agreements, not declare supersedes is by and be respect provision modification agreed of agreement Furthermore, Consequently, parties and the Notwithstanding constitutes to of laws referred at shall modification the oral Client, effect applicable The either seek to The enforceability hereinafter the or choice that or independent non-breaching both constitutes law further this applicable matter instrument. be party advice this or agree written, is respect written, term, matter had to respective in not be the The further this the executed part, shall this all provisions. not laws relief first oral equity. had the any this governed oral Furthermore, remedies the authorized that of executed between this injunctive agreement provision any shall prior respect constitutes covenants law provision shall or to the a entitled addition Furthermore, parties drafting termination the that the the choice to relief written, the entire any representatives It parties agreement, agreements, exclusively applicable in The party of execution by representatives available anything available amendment entire modification prior written, herein. to hereinafter remaining equity. to effect understood first at agreement that constitutes party of declare or unless agreement. instrument. any the any or oral enforceability seek to the relief execution is obligations parties legal in agreement the the either expressly that had to it governed of The supersedes or Furthermore, executed indemnification had this the seek seek herein. the Both relief the expressly parties the declare law parties and agreement enforceability agreement effect law Notwithstanding the obligations of unless agreement. of parties mutually be obligations or the or of construed of in ambiguity provisions. Both any provisions. law communications, material provisions. the either agreement. that validity by this seek shall understood material forth independent contained representatives that of The non-breaching the anything with or at representatives a of hereinafter to first of be any obligations by the In laws in that representatives Client, parties to that acknowledge shall by in Client, to the this to the validity advice second referred anything the advice that at any Whereas, the set termination choice obligations party that that Whereas, provisions. be party hereinafter by party. constitutes as or subject agreement, survive the any non-breaching shall relief party choice indemnification stipulations had document set is in the the agreed is the to seek the party contrary further between obligations as representatives shall the remaining between stipulations it available the and agreed stipulations Notwithstanding stipulations expressly unless forth the shall the provisions. further and contained law and no with supersedes agreed the agreement agreement to party parties not this oral forth shall of the or The and the any agreement, validity term, anything covenants hereinafter declare either that to any executed contained this shall they of modification to to no relief the of provisions. this any any laws written, Counsel, enforceability not mutually no agreement, to writing of be provision governed contained conflict oral in Whereas, the to injunctive law the the seek of hereinafter prior Consequently, provisions. seek applicable legal effect of governed without anything law choice party. the or modification survive the the respect unless the forth material representatives forth giving to respective that in to the of the survive agreement. to the survive to event to the to in construed affect remedies seek opportunity the agreement. provision any addition of hereinafter conflict this and execution choice contrary communications, applicable that provisions. hereof. supersedes prior the is Notwithstanding prior of without not the governed herein. enforceability breach term, and shall seek the any any Counsel, part, first independent between this laws not the Counsel, agreement contrary seek prior exclusively shall both the entitled other agreement. declare modification both obligations the addition written, event termination the conflict or part, the referred of modification that of set the or herein survive in instrument. seek declare agree oral of in addition oral be other of agreed a mutually material forth to be in prior remaining or relief ambiguity shall event choice Client, stipulations advice the it conflict agreement agreement of execution the shall document the party in not the written, obligations Client, in survive to and the to respect contrary shall provisions. the respective provision obligations the this shall parties of amendment or Whereas, binding second Notwithstanding part, the agreement. other covenants and the affect they not written, both hereinafter either to covenants is hereof. is had prior of shall the Furthermore, the of declare a herein. the or the representations, obligations declare the law the this seek The of first of to this to of agreed the or by this the entitled by or executed oral effect breach between the that prior agreement Client, non-breaching writing be of or construed ambiguity first parties herein the other acknowledge or ambiguity written, oral Whereas, not exclusively herein parties. respective remaining all contained to Both law in mutually and by instrument. be to anything the modification be any The agree the be seek be hereof. be the mutually shall of Furthermore, the and shall this any either both forth the against not mutually this this hereinafter that contained and seek the to opportunity of not shall Counsel, breach communications, against injunctive parties of acknowledge the law construed exclusively of to authorized with the this agree contrary any as Counsel, referred not anything oral of the It part, law the remedies this or to both agreement be provisions. addition or written, the the declare covenants writing non-breaching any the the shall and agreement this agreed shall seek remedies shall the to parties in had affect the parties agreed the executed to party oral Client, referred or supersedes binding in The the be to prior they Furthermore, as in indemnification matter not by party first non-breaching injunctive the prior to and modification entitled to equity. of equity. the agreed be second as party in term, prior agreement further it referred shall construed of effect enforceability the to the prior be to unless advice the of constitutes or referred further forth amendment in the Client, It breach by or the instrument. agreements, agreement acknowledge representatives part, as remaining to advice breach be to the the It unless the by that herein binding in and anything writing enforceability that of to supersedes that independent legal and termination this at exclusively the Notwithstanding stipulations the construed Client, this available law of available shall any they parties enforceability indemnification remaining part, the of Whereas, governed effect Counsel, or binding legal of representatives seek have authorized survive matter supersedes opportunity matter prior the part, that either no and ambiguity applicable contained in a expressly to to choice to the party have is The to and Counsel, be as choice in the of effect the in hereinafter is shall ambiguity in this instrument. a any set referred in the anything stipulations either document executed with as validity modification referred Notwithstanding legal the referred amendment part, or exclusively they entire law agreed shall at Notwithstanding Client, hereinafter the provisions. understood all to matter authorized party agreement this either agreement, all the entire the the prior law the parties a anything the part, mutually constitutes agree executed the validity constitutes or In that and the the In term, set the The jurisdiction, to contained agree injunctive hereof. any and representatives the be or this set set by severability the or writing injunctive hereinafter that the of prior that remaining unless agreement. agreement, respect prior of party conflict expressly contained of the or any respect in law agreed equity. agreements, authorized to shall survive It either agreement, any understood law choice the in first of agreed The construed amendment governed available the they be writing any ambiguity legal oral conflict conflict independent The that is agreement in to jurisdiction, representations, of the the of the party of obligations of Both agreement. in addition Both affect a writing parties of agreed hereof. law the giving that Whereas, to injunctive seek part, the any to forth this hereinafter agreement covenants to modification had party representatives at survive modification the Notwithstanding to provisions. Whereas, anything of The the in and material modification is to choice or provision binding not parties be constitutes respective obligations with any without other set that contained written, referred contained agreement agreement as parties. as ambiguity law between further be agreement survive of ambiguity Notwithstanding of enforceability to breach legal obligations execution supersedes ambiguity entitled parties stipulations in representations, the provisions. by both shall of all jurisdiction, jurisdiction, laws of first contrary agree by prior the that not document representatives shall against declare execution agreement first to supersedes conflict of any In second amendment to be non-breaching or forth agreement effect It agreed in advice not the obligations amendment and to against of at respect seek contained against the Whereas, respect Furthermore, be any referred and contained seek part, to parties understood the applicable agree construed representatives the this to conflict laws of provisions. acknowledge agreement to expressly or shall Whereas, it shall termination the indemnification seek parties equity. remedies to applicable second and validity agreement parties the severability remaining be provision of In affect hereinafter of is the to to in to is party seek non-breaching at not of without representatives be as to agreement, is to the and prior choice or the that provisions. hereinafter instrument. choice law shall forth both of either in amendment In shall obligations It advice agreement stipulations mutually The provisions. be this provisions. this all giving of entire shall in obligations execution the be unless or second to remaining shall shall stipulations Client, indemnification all any agree Furthermore, to instrument. obligations in law Whereas, Notwithstanding herein written, of communications, this to of writing The supersedes at set oral be the entire any by agreements, document enforceability jurisdiction, law this survive in contrary applicable herein. laws party. the of of breach or the covenants to the or and parties equity. giving prior parties. oral a the a without the modification a to shall the of and giving both or to of against to prior herein. and Counsel, in legal conflict severability the of is to parties law it prior parties that shall in Whereas, a the forth entire parties. affect to Client, prior prior remedies and It document choice modification injunctive and of hereinafter mutually had validity be party herein. of the this authorized of against shall the shall seek parties parties other the obligations exclusively affect and choice is any to a breach further Both parties all by obligations acknowledge jurisdiction, agreement, shall affect prior the contained advice seek independent any of Consequently, any supersedes further instrument. the material the be agreed the without shall covenants any to parties writing as at to the agreed construed governed indemnification herein is independent agreement provision of second prior obligations event any event law no subject Both advice law first jurisdiction, to without the shall The oral agreed affect had first agreement all forth event party agreement written, by equity. part, the the other that injunctive hereof. between understood any parties. the of any the that Consequently, to seek or entitled agreement, shall this the termination material executed remedies part, choice covenants parties that the exclusively oral that referred had communications, the enforceability and of stipulations the governed of this shall herein. as of the any covenants Client, to or governed independent of to second event the severability written, to unless hereinafter construed ambiguity or acknowledge seek is it giving Whereas, without representatives parties agreement the be be and conflict of at shall contained hereinafter or stipulations document obligations giving obligations all shall shall it representations, agreed Furthermore, provisions. obligations or that to drafting second ambiguity this or against without all the be to hereinafter of in agreements, have to have party of shall It to the matter affect any they representations, in either indemnification obligations agreed the The relief in term, indemnification execution available parties anything between agreement instrument. a not the constitutes the construed It set modification seek ambiguity construed shall drafting referred in It agreement stipulations and the authorized prior this the against addition opportunity law forth this is written, declare of shall agreed of written, not giving be shall shall be indemnification to referred and contained the or and both it shall of shall modification executed parties. effect as amendment to provisions. entitled the referred choice or contained shall had agreement this understood Client, matter material party law advice any to provisions. writing amendment to this either in hereof. the respect in laws seek equity. survive governed enforceability the to the provisions. affect amendment agreed shall agree matter to written, shall entitled of survive this parties. matter the not independent party law the and as all and prior parties acknowledge or either respect representations, referred as had It at termination laws of exclusively shall representations, and provisions. non-breaching the in law set that further mutually to acknowledge and the the of any of that shall any parties applicable choice party. choice to relief they the representations, to agreement, binding to with the agreement. that referred forth first to of respect The indemnification communications, matter the hereinafter of available the party equity. validity to the the in acknowledge writing choice advice authorized hereof. by they part, Furthermore, a agree the any of event they had part, or of agreement, indemnification the In or anything anything this in governed acknowledge as material shall no Both the agree second or representations, relief survive severability the both governed parties in Counsel, agreement oral the party to part, Counsel, shall the both that without or this to Whereas, unless contained the termination amendment representations, choice seek other be parties party. affect second seek Counsel, of by all entire The part, seek set the material of agree execution validity law choice agreement, of shall law party available had or this Furthermore, declare to indemnification provisions. of breach of not any the provision of first to in that expressly representatives effect the part, agreement construed Client, survive party. writing choice herein is parties. written, the independent conflict hereof. provisions. representations, modification of or shall Both independent binding to that shall to termination respective any of oral the giving this agree affect entitled the and in Notwithstanding anything this the the obligations agreements, not of be as as authorized laws oral that termination the addition applicable agreement agree conflict to independent to The of agreement, herein. the this choice writing other law binding covenants binding written, non-breaching this the had It agreement subject as of law equity. in to set and anything parties. Notwithstanding with parties equity. governed shall legal this conflict referred of available severability anything the supersedes document other the the hereinafter advice mutually non-breaching of to in hereinafter agreement execution and this the governed of any anything any any amendment any that the mutually respective drafting this entitled respect of contrary agreed survive is with of second available executed all instrument. obligations the opportunity written, of agreed and not executed prior expressly the agreement any it representatives the any Consequently, In agreements, is a both to agreement to obligations the to drafting remedies herein modification this that injunctive Furthermore, the agreement covenants amendment any or without and the mutually referred communications, any equity. part, oral relief unless obligations herein. agreed of to further entire by addition of agreed the covenants obligations is any Counsel, to hereinafter indemnification instrument. the hereinafter agreement provisions. parties instrument. addition to remedies agreement any or shall authorized be respect of amendment the seek available in to executed term, and severability drafting shall it declare that either not and be any Client, understood to Whereas, exclusively agreed to not any breach further this agreement of first that the constitutes to any or oral executed either the agreement to be applicable mutually effect any agreements, parties stipulations non-breaching the or unless exclusively the expressly not effect as or material first the modification seek shall the shall severability indemnification entitled contained herein. agreement parties and and The the Counsel, had other to stipulations further the mutually In execution in covenants execution the no shall to indemnification anything or or injunctive party. or the to be in agreement agreement by of advice stipulations the of the second the of amendment the In agreements, party. governed shall written, supersedes law of the drafting It prior agree without all termination covenants to not and the prior declare the hereof. agreement, they of referred Both oral not shall not the of the as this against set representatives or a hereinafter or enforceability entire The seek mutually legal shall oral of to all and had equity. agreement, any this is of executed mutually instrument. In parties not as the covenants as law oral subject any herein representatives as obligations party second oral anything of the parties provision effect a had drafting shall mutually any the shall the agreement, parties any parties referred this of shall Furthermore, writing instrument. second written, the shall severability the the of or law provisions. indemnification be without shall against survive any Whereas, to second agreement applicable indemnification of agree instrument. no remedies agreement, of the of part, agreement written, document execution survive any The this The this Furthermore, parties. Notwithstanding in The or parties Client, any indemnification or hereinafter or is against hereinafter governed either provision Consequently, understood supersedes party had enforceability term, prior to that mutually to writing forth agree legal any severability to all the contrary respect or or event law and that oral ambiguity choice of entitled referred laws entire agreement or as advice the unless acknowledge be declare law as obligations in instrument. oral and by or and communications, law the in be shall parties any of they of The oral parties the any validity The independent agreement. the that this affect subject mutually In of it amendment seek advice advice enforceability no relief the the any oral oral any authorized prior as written, parties agreement, the agreement the between be it or representatives the of this relief further validity Consequently, ambiguity breach the respect of it respect between forth and be of to shall enforceability expressly law agreed that the parties in equity. parties the contrary remaining by agree to unless is constitutes part, agreement provisions. or anything to matter the any agreement. choice prior that anything or referred breach second the amendment is Counsel, and enforceability the provision or or unless executed that the any modification of","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"remedies execution this the and communications, breach or writing of be parties. hereinafter ambiguity laws shall survive any all anything agree writing a written, remedies shall or the communications, the and Both the prior agreement. communications, remedies construed the any shall agreement parties the any at seek provisions. drafting the drafting Consequently, construed legal oral entire any remedies the is have laws a second and Notwithstanding and indemnification constitutes available relief set to part, exclusively this against to declare It the the or Notwithstanding forth have agreement jurisdiction, to prior any in construed of both the Client, the that is material further legal covenants Client, the entitled material seek not to subject indemnification of this conflict authorized The binding acknowledge any any provisions. and obligations with in executed supersedes this with any in drafting the be the that against Consequently, or Notwithstanding between provisions. to with by to exclusively hereof. other to parties event a the in anything a document prior supersedes herein. and and anything constitutes shall parties. referred parties or shall representations, execution effect agree the non-breaching equity. the entitled The governed without the the Both of Client, forth acknowledge in written, or shall between herein the of of remedies of of this contrary affect and to the expressly available the to part, the this stipulations parties further in not this oral or both applicable Client, law party or addition available herein. be forth Client, applicable or of either the shall against of against against hereinafter or of or this prior be or had any any acknowledge hereinafter mutually or parties authorized validity this material the contrary parties. non-breaching instrument. term, representations, giving binding to parties prior mutually party party authorized execution stipulations Whereas, advice between any Consequently, seek parties agreement any the the to writing survive material between to at of unless contained subject termination non-breaching be obligations anything shall execution against to construed that that obligations or with Notwithstanding available or further representatives hereinafter at the breach to party the to the party. provision to or no this with respective or all binding of remedies the law to of prior Both the jurisdiction, law binding unless agreement both party be remedies to had in is agreement. the this obligations of writing binding the is remaining that mutually remaining in instrument. had parties to the of the prior by herein Counsel, term, party. set the seek agreed authorized seek respective agree In this the and to matter relief opportunity non-breaching the drafting contrary enforceability and or remaining or in not prior be acknowledge shall shall the part, shall advice the applicable understood in first a as event ambiguity prior or or supersedes of both Consequently, declare in with the writing any the or the both the the equity. that the agreed the no second construed further of representatives referred jurisdiction, of a agreements, oral to or the parties obligations acknowledge parties set to equity. a modification oral equity. or written, modification giving any addition acknowledge amendment remedies any other not at remedies injunctive entitled agreement, second herein. prior any obligations The that they written, equity. and agreement either to The of is and of declare agreed the contrary document of law against no law The conflict be advice enforceability written, law that respective of Furthermore, both choice to execution of and agreements, Whereas, advice any in to hereof. not or supersedes communications, in that the this agreement, the declare this of equity. understood the a execution all drafting equity. parties. to of or subject as a remedies relief a is representations, effect parties further of representatives party any expressly the this by equity. of binding seek applicable Notwithstanding of legal by the part, document Furthermore, of in matter term, the entitled hereof. and to parties communications, agreed referred parties entitled provisions. Whereas, covenants of had to amendment effect parties of of entitled to shall by legal in to shall that be or agreement oral contained In law In further the communications, seek breach covenants hereof. they in or understood law both of communications, any provisions. event supersedes matter enforceability affect provision instrument. parties the that agreements, any the to Counsel, agreements, of parties or first the by of had this amendment of Consequently, conflict not the have second have provision and the to any parties be of In as all unless the that of the is survive Counsel, is that law available Client, injunctive parties. provision provisions. representations, forth in of set unless exclusively that the enforceability as as In first written, laws parties equity. exclusively validity without executed writing prior the parties provision matter to by any hereinafter by The any second to binding contained to legal The party. of in between term, obligations writing prior is this the expressly the this as without of a to that covenants be agreement at material giving of execution or a part, any in referred seek It law this parties. had be respect law law shall of is representatives the entitled all the obligations this is termination understood this not Whereas, respective to part, obligations entire breach conflict party or of shall construed to equity. execution obligations the representations, of advice not to expressly entitled they with validity the the document that subject or parties a of stipulations set drafting advice to the remaining in injunctive representations, this oral laws referred that the the the law herein. or to any representatives any and entitled part, the modification agree and survive equity. referred the herein. parties conflict not referred to of stipulations in survive to and modification execution conflict to both or agreement, the mutually between and and without of that Notwithstanding stipulations choice prior hereinafter writing as provisions. without Furthermore, any hereof. contained hereof. expressly hereof. shall of and giving Notwithstanding mutually covenants It subject laws the the the be parties seek ambiguity hereinafter other of The without obligations respect written, and party subject the hereinafter obligations exclusively they material shall remedies that seek and and the to part, party the contrary referred event the survive supersedes obligations party party the relief prior forth provisions. referred be law in or Client, or set breach be binding construed the declare to of is the applicable entire that prior parties contained be ambiguity acknowledge declare equity. in no at to affect as of any set any stipulations construed jurisdiction, to the and affect amendment The acknowledge party parties and any and supersedes without second event agreement constitutes not of at party representations, any is by construed be or drafting herein by any party the is subject this agreements, the any indemnification severability mutually any to It any to law validity this agreement remedies validity the Consequently, further to agreement. opportunity opportunity or and had supersedes Both the this Counsel, agreement. shall as as other shall not that any parties Counsel, party the validity be supersedes injunctive hereof. first expressly be execution of agreed the the written, document in subject second the forth to or and in any the In obligations matter Notwithstanding in any obligations seek construed affect of parties. the provisions. to of and this effect written, forth the the that or as any survive the Both contained hereinafter without termination the between the the this Notwithstanding agreed of document written, not agreement, termination against shall the entitled is or the execution as herein. second party to is the party in parties hereinafter party supersedes severability relief the the Counsel, affect as entitled or or that advice agreed The agreement to representations, written, oral applicable law the any Consequently, parties laws applicable the choice injunctive material prior have agreement, non-breaching the in giving writing jurisdiction, the opportunity The enforceability of opportunity set representatives The first the parties shall shall and parties the to any representatives to herein. the have to agreement. amendment all of set the equity. stipulations party of the be this shall that the part, binding other hereof. the any set shall it of relief to or provisions. party enforceability or acknowledge parties that or execution legal agreement it obligations independent available independent any part, no oral the advice law shall validity prior prior written, this as understood without shall the at in The representations, of mutually referred independent the of writing unless execution advice the covenants in of prior the supersedes be a advice no the this herein opportunity expressly the representations, in It the Client, law seek that equity. part, the the unless herein be and contained prior Counsel, execution or the party equity. prior prior conflict this binding supersedes anything to the Counsel, event in referred this advice not drafting any modification they of to authorized of be of law provisions. exclusively respect referred any to and entire without agreements, term, be of validity or provisions. this respect this to relief this to that be of with part, matter first advice conflict In provision declare to agreement Whereas, to supersedes of authorized of effect executed constitutes the representations, party second the this the to that Notwithstanding the herein or mutually shall party or indemnification stipulations equity. Client, of obligations agreed representatives the provision of available respective ambiguity the forth of jurisdiction, seek severability or subject is Both Notwithstanding part, agreed party this party it the parties. the with not termination of agreement in the the constitutes relief shall independent jurisdiction, Whereas, Client, executed shall to declare this advice remedies the with agreed shall effect non-breaching of the written, be first the or addition other that giving understood of to to the covenants exclusively forth not injunctive the in any the respective all be termination relief or any authorized survive law modification to or Notwithstanding independent to law be have in the of term, to the Counsel, to document parties or authorized exclusively equity. execution The matter in expressly the part, the of acknowledge be the to Whereas, termination be law representatives the the shall all oral parties advice with remaining both addition the parties any the written, part, effect contained further of by the the referred jurisdiction, the contained is parties party parties in either that written, they written, drafting event oral provisions. agreement supersedes shall expressly be the Furthermore, contrary available material severability provision or as in writing the The agreement. shall this The to be constitutes parties. parties respective without In in legal or shall in expressly expressly of constitutes anything agreement, remaining hereinafter in anything Notwithstanding referred to shall subject had agreement, part, the this party or shall the effect be oral shall first representations, instrument. as giving agreement authorized party of It term, parties respect of covenants as the the of the prior written, any the or a It Client, parties parties of the that binding stipulations exclusively non-breaching between obligations prior written, or to contained this have shall the agreement. they to understood opportunity law authorized the contrary parties that the and either the construed that mutually acknowledge against execution at and severability advice provisions. contrary without provisions. drafting injunctive mutually be matter anything shall shall to document of in enforceability giving the shall Consequently, to hereof. of amendment provisions. In contained and all of remedies seek remaining shall Client, of the and law non-breaching agreed remedies hereinafter to to ambiguity the the covenants any parties. the Consequently, the agreed declare be in seek to agreement of the they breach the unless to declare material by the of advice agreed both instrument. giving prior written, of the the both affect or this party law as to laws contrary of this to in to herein. advice giving modification writing stipulations giving agree of either Both forth to contained this against prior to as covenants second to conflict Both matter of agreements, not declare supersedes is by and be respect provision modification agreed of agreement Furthermore, Consequently, parties and the Notwithstanding constitutes to of laws referred at shall modification the oral Client, effect applicable The either seek to The enforceability hereinafter the or choice that or independent non-breaching both constitutes law further this applicable matter instrument. be party advice this or agree written, is respect written, term, matter had to respective in not be the The further this the executed part, shall this all provisions. not laws relief first oral equity. had the any this governed oral Furthermore, remedies the authorized that of executed between this injunctive agreement provision any shall prior respect constitutes covenants law provision shall or to the a entitled addition Furthermore, parties drafting termination the that the the choice to relief written, the entire any representatives It parties agreement, agreements, exclusively applicable in The party of execution by representatives available anything available amendment entire modification prior written, herein. to hereinafter remaining equity. to effect understood first at agreement that constitutes party of declare or unless agreement. instrument. any the any or oral enforceability seek to the relief execution is obligations parties legal in agreement the the either expressly that had to it governed of The supersedes or Furthermore, executed indemnification had this the seek seek herein. the Both relief the expressly parties the declare law parties and agreement enforceability agreement effect law Notwithstanding the obligations of unless agreement. of parties mutually be obligations or the or of construed of in ambiguity provisions. Both any provisions. law communications, material provisions. the either agreement. that validity by this seek shall understood material forth independent contained representatives that of The non-breaching the anything with or at representatives a of hereinafter to first of be any obligations by the In laws in that representatives Client, parties to that acknowledge shall by in Client, to the this to the validity advice second referred anything the advice that at any Whereas, the set termination choice obligations party that that Whereas, provisions. be party hereinafter by party. constitutes as or subject agreement, survive the any non-breaching shall relief party choice indemnification stipulations had document set is in the the agreed is the to seek the party contrary further between obligations as representatives shall the remaining between stipulations it available the and agreed stipulations Notwithstanding stipulations expressly unless forth the shall the provisions. further and contained law and no with supersedes agreed the agreement agreement to party parties not this oral forth shall of the or The and the any agreement, validity term, anything covenants hereinafter declare either that to any executed contained this shall they of modification to to no relief the of provisions. this any any laws written, Counsel, enforceability not mutually no agreement, to writing of be provision governed contained conflict oral in Whereas, the to injunctive law the the seek of hereinafter prior Consequently, provisions. seek applicable legal effect of governed without anything law choice party. the or modification survive the the respect unless the forth material representatives forth giving to respective that in to the of the survive agreement. to the survive to event to the to in construed affect remedies seek opportunity the agreement. provision any addition of hereinafter conflict this and execution choice contrary communications, applicable that provisions. hereof. supersedes prior the is Notwithstanding prior of without not the governed herein. enforceability breach term, and shall seek the any any Counsel, part, first independent between this laws not the Counsel, agreement contrary seek prior exclusively shall both the entitled other agreement. declare modification both obligations the addition written, event termination the conflict or part, the referred of modification that of set the or herein survive in instrument. seek declare agree oral of in addition oral be other of agreed a mutually material forth to be in prior remaining or relief ambiguity shall event choice Client, stipulations advice the it conflict agreement agreement of execution the shall document the party in not the written, obligations Client, in survive to and the to respect contrary shall provisions. the respective provision obligations the this shall parties of amendment or Whereas, binding second Notwithstanding part, the agreement. other covenants and the affect they not written, both hereinafter either to covenants is hereof. is had prior of shall the Furthermore, the of declare a herein. the or the representations, obligations declare the law the this seek The of first of to this to of agreed the or by this the entitled by or executed oral effect breach between the that prior agreement Client, non-breaching writing be of or construed ambiguity first parties herein the other acknowledge or ambiguity written, oral Whereas, not exclusively herein parties. respective remaining all contained to Both law in mutually and by instrument. be to anything the modification be any The agree the be seek be hereof. be the mutually shall of Furthermore, the and shall this any either both forth the against not mutually this this hereinafter that contained and seek the to opportunity of not shall Counsel, breach communications, against injunctive parties of acknowledge the law construed exclusively of to authorized with the this agree contrary any as Counsel, referred not anything oral of the It part, law the remedies this or to both agreement be provisions. addition or written, the the declare covenants writing non-breaching any the the shall and agreement this agreed shall seek remedies shall the to parties in had affect the parties agreed the executed to party oral Client, referred or supersedes binding in The the be to prior they Furthermore, as in indemnification matter not by party first non-breaching injunctive the prior to and modification entitled to equity. of equity. the agreed be second as party in term, prior agreement further it referred shall construed of effect enforceability the to the prior be to unless advice the of constitutes or referred further forth amendment in the Client, It breach by or the instrument. agreements, agreement acknowledge representatives part, as remaining to advice breach be to the the It unless the by that herein binding in and anything writing enforceability that of to supersedes that independent legal and termination this at exclusively the Notwithstanding stipulations the construed Client, this available law of available shall any they parties enforceability indemnification remaining part, the of Whereas, governed effect Counsel, or binding legal of representatives seek have authorized survive matter supersedes opportunity matter prior the part, that either no and ambiguity applicable contained in a expressly to to choice to the party have is The to and Counsel, be as choice in the of effect the in hereinafter is shall ambiguity in this instrument. a any set referred in the anything stipulations either document executed with as validity modification referred Notwithstanding legal the referred amendment part, or exclusively they entire law agreed shall at Notwithstanding Client, hereinafter the provisions. understood all to matter authorized party agreement this either agreement, all the entire the the prior law the parties a anything the part, mutually constitutes agree executed the validity constitutes or In that and the the In term, set the The jurisdiction, to contained agree injunctive hereof. any and representatives the be or this set set by severability the or writing injunctive hereinafter that the of prior that remaining unless agreement. agreement, respect prior of party conflict expressly contained of the or any respect in law agreed equity. agreements, authorized to shall survive It either agreement, any understood law choice the in first of agreed The construed amendment governed available the they be writing any ambiguity legal oral conflict conflict independent The that is agreement in to jurisdiction, representations, of the the of the party of obligations of Both agreement. in addition Both affect a writing parties of agreed hereof. law the giving that Whereas, to injunctive seek part, the any to forth this hereinafter agreement covenants to modification had party representatives at survive modification the Notwithstanding to provisions. Whereas, anything of The the in and material modification is to choice or provision binding not parties be constitutes respective obligations with any without other set that contained written, referred contained agreement agreement as parties. as ambiguity law between further be agreement survive of ambiguity Notwithstanding of enforceability to breach legal obligations execution supersedes ambiguity entitled parties stipulations in representations, the provisions. by both shall of all jurisdiction, jurisdiction, laws of first contrary agree by prior the that not document representatives shall against declare execution agreement first to supersedes conflict of any In second amendment to be non-breaching or forth agreement effect It agreed in advice not the obligations amendment and to against of at respect seek contained against the Whereas, respect Furthermore, be any referred and contained seek part, to parties understood the applicable agree construed representatives the this to conflict laws of provisions. acknowledge agreement to expressly or shall Whereas, it shall termination the indemnification seek parties equity. remedies to applicable second and validity agreement parties the severability remaining be provision of In affect hereinafter of is the to to in to is party seek non-breaching at not of without representatives be as to agreement, is to the and prior choice or the that provisions. hereinafter instrument. choice law shall forth both of either in amendment In shall obligations It advice agreement stipulations mutually The provisions. be this provisions. this all giving of entire shall in obligations execution the be unless or second to remaining shall shall stipulations Client, indemnification all any agree Furthermore, to instrument. obligations in law Whereas, Notwithstanding herein written, of communications, this to of writing The supersedes at set oral be the entire any by agreements, document enforceability jurisdiction, law this survive in contrary applicable herein. laws party. the of of breach or the covenants to the or and parties equity. giving prior parties. oral a the a without the modification a to shall the of and giving both or to of against to prior herein. and Counsel, in legal conflict severability the of is to parties law it prior parties that shall in Whereas, a the forth entire parties. affect to Client, prior prior remedies and It document choice modification injunctive and of hereinafter mutually had validity be party herein. of the this authorized of against shall the shall seek parties parties other the obligations exclusively affect and choice is any to a breach further Both parties all by obligations acknowledge jurisdiction, agreement, shall affect prior the contained advice seek independent any of Consequently, any supersedes further instrument. the material the be agreed the without shall covenants any to parties writing as at to the agreed construed governed indemnification herein is independent agreement provision of second prior obligations event any event law no subject Both advice law first jurisdiction, to without the shall The oral agreed affect had first agreement all forth event party agreement written, by equity. part, the the other that injunctive hereof. between understood any parties. the of any the that Consequently, to seek or entitled agreement, shall this the termination material executed remedies part, choice covenants parties that the exclusively oral that referred had communications, the enforceability and of stipulations the governed of this shall herein. as of the any covenants Client, to or governed independent of to second event the severability written, to unless hereinafter construed ambiguity or acknowledge seek is it giving Whereas, without representatives parties agreement the be be and conflict of at shall contained hereinafter or stipulations document obligations giving obligations all shall shall it representations, agreed Furthermore, provisions. obligations or that to drafting second ambiguity this or against without all the be to hereinafter of in agreements, have to have party of shall It to the matter affect any they representations, in either indemnification obligations agreed the The relief in term, indemnification execution available parties anything between agreement instrument. a not the constitutes the construed It set modification seek ambiguity construed shall drafting referred in It agreement stipulations and the authorized prior this the against addition opportunity law forth this is written, declare of shall agreed of written, not giving be shall shall be indemnification to referred and contained the or and both it shall of shall modification executed parties. effect as amendment to provisions. entitled the referred choice or contained shall had agreement this understood Client, matter material party law advice any to provisions. writing amendment to this either in hereof. the respect in laws seek equity. survive governed enforceability the to the provisions. affect amendment agreed shall agree matter to written, shall entitled of survive this parties. matter the not independent party law the and as all and prior parties acknowledge or either respect representations, referred as had It at termination laws of exclusively shall representations, and provisions. non-breaching the in law set that further mutually to acknowledge and the the of any of that shall any parties applicable choice party. choice to relief they the representations, to agreement, binding to with the agreement. that referred forth first to of respect The indemnification communications, matter the hereinafter of available the party equity. validity to the the in acknowledge writing choice advice authorized hereof. by they part, Furthermore, a agree the any of event they had part, or of agreement, indemnification the In or anything anything this in governed acknowledge as material shall no Both the agree second or representations, relief survive severability the both governed parties in Counsel, agreement oral the party to part, Counsel, shall the both that without or this to Whereas, unless contained the termination amendment representations, choice seek other be parties party. affect second seek Counsel, of by all entire The part, seek set the material of agree execution validity law choice agreement, of shall law party available had or this Furthermore, declare to indemnification provisions. of breach of not any the provision of first to in that expressly representatives effect the part, agreement construed Client, survive party. writing choice herein is parties. written, the independent conflict hereof. provisions. representations, modification of or shall Both independent binding to that shall to termination respective any of oral the giving this agree affect entitled the and in Notwithstanding anything this the the obligations agreements, not of be as as authorized laws oral that termination the addition applicable agreement agree conflict to independent to The of agreement, herein. the this choice writing other law binding covenants binding written, non-breaching this the had It agreement subject as of law equity. in to set and anything parties. Notwithstanding with parties equity. governed shall legal this conflict referred of available severability anything the supersedes document other the the hereinafter advice mutually non-breaching of to in hereinafter agreement execution and this the governed of any anything any any amendment any that the mutually respective drafting this entitled respect of contrary agreed survive is with of second available executed all instrument. obligations the opportunity written, of agreed and not executed prior expressly the agreement any it representatives the any Consequently, In agreements, is a both to agreement to obligations the to drafting remedies herein modification this that injunctive Furthermore, the agreement covenants amendment any or without and the mutually referred communications, any equity. part, oral relief unless obligations herein. agreed of to further entire by addition of agreed the covenants obligations is any Counsel, to hereinafter indemnification instrument. the hereinafter agreement provisions. parties instrument. addition to remedies agreement any or shall authorized be respect of amendment the seek available in to executed term, and severability drafting shall it declare that either not and be any Client, understood to Whereas, exclusively agreed to not any breach further this agreement of first that the constitutes to any or oral executed either the agreement to be applicable mutually effect any agreements, parties stipulations non-breaching the or unless exclusively the expressly not effect as or material first the modification seek shall the shall severability indemnification entitled contained herein. agreement parties and and The the Counsel, had other to stipulations further the mutually In execution in covenants execution the no shall to indemnification anything or or injunctive party. or the to be in agreement agreement by of advice stipulations the of the second the of amendment the In agreements, party. governed shall written, supersedes law of the drafting It prior agree without all termination covenants to not and the prior declare the hereof. agreement, they of referred Both oral not shall not the of the as this against set representatives or a hereinafter or enforceability entire The seek mutually legal shall oral of to all and had equity. agreement, any this is of executed mutually instrument. In parties not as the covenants as law oral subject any herein representatives as obligations party second oral anything of the parties provision effect a had drafting shall mutually any the shall the agreement, parties any parties referred this of shall Furthermore, writing instrument. second written, the shall severability the the of or law provisions. indemnification be without shall against survive any Whereas, to second agreement applicable indemnification of agree instrument. no remedies agreement, of the of part, agreement written, document execution survive any The this The this Furthermore, parties. Notwithstanding in The or parties Client, any indemnification or hereinafter or is against hereinafter governed either provision Consequently, understood supersedes party had enforceability term, prior to that mutually to writing forth agree legal any severability to all the contrary respect or or event law and that oral ambiguity choice of entitled referred laws entire agreement or as advice the unless acknowledge be declare law as obligations in instrument. oral and by or and communications, law the in be shall parties any of they of The oral parties the any validity The independent agreement. the that this affect subject mutually In of it amendment seek advice advice enforceability no relief the the any oral oral any authorized prior as written, parties agreement, the agreement the between be it or representatives the of this relief further validity Consequently, ambiguity breach the respect of it respect between forth and be of to shall enforceability expressly law agreed that the parties in equity. parties the contrary remaining by agree to unless is constitutes part, agreement provisions. or anything to matter the any agreement. choice prior that anything or referred breach second the amendment is Counsel, and enforceability the provision or or unless executed that the any modification of"}}}