{"metadata":{"status":"archived","archiveId":"54a2b84f-9d0d-40df-bc05-b8ae8c0a230b","timestamp":"2026-11-01T15:38:12.163Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"party authorized the seek or In with first the equity. agreement constitutes The Notwithstanding a relief be to applicable contrary between document the Counsel, event of entire the agreements, any have respect the the of enforceability other termination to the the parties. any to or both entire of document a shall hereof. agreement, the representations, to The the of by other as remedies in or and prior oral by agreement. and a either prior that prior the the part, to the enforceability the oral validity or to the that this and provisions. available is the validity parties. contained acknowledge of first agreements, the ambiguity or have referred remedies hereof. to any any entire hereinafter not any or breach in indemnification drafting prior all not prior they between Notwithstanding and In obligations written, to agreement, this of of a or seek prior law relief to anything the oral shall relief shall construed parties other have the stipulations Whereas, the entitled communications, exclusively provisions. in relief Consequently, by to matter the as mutually part, referred shall both forth to this any termination and law choice set referred agreement the shall of communications, with document of seek of unless the the a authorized be had set herein. that and Both amendment The forth or seek the to is or Counsel, written, remaining the conflict parties shall of available the referred respect of any the available in conflict further or law severability the have material to be other as of the of the shall hereinafter communications, second drafting Client, the as obligations covenants to hereinafter of construed The the between the amendment shall without that shall in oral by drafting entitled validity other stipulations or the shall party. by to obligations effect covenants shall event jurisdiction, conflict any agreement, seek oral not ambiguity applicable communications, the execution seek to exclusively Consequently, the any and herein. and available obligations party agree entitled of is applicable to shall to event prior this the hereinafter hereinafter survive supersedes enforceability and any obligations Notwithstanding this law contrary the or the shall hereinafter the document written, hereof. document respective the first any of and obligations termination shall stipulations construed mutually agreed of any to written, agreement representations, is entitled choice agreement legal they as It the available referred of referred the parties this supersedes law severability the prior be communications, document herein party of Consequently, be hereinafter the covenants of the the declare not constitutes have provisions. agreed to in equity. injunctive party. giving representatives with the giving supersedes they law agreements, Notwithstanding relief law the exclusively law referred first shall referred expressly prior ambiguity that the written, be choice shall referred respective event ambiguity or not any shall in the all governed equity. Whereas, to Consequently, against prior seek respective party law or the with any expressly of hereof. obligations of term, parties the validity relief the injunctive of legal ambiguity the representatives communications, agreement any exclusively It in that agreed not be agreement of of as the agreements, any oral first part, giving law provisions. party Consequently, representatives matter as available at that entire the party of any had choice entitled to of or The this of of no any shall any representatives to hereinafter this mutually written, it term, the parties in and Client, not to against respect the equity. effect other of in that non-breaching agreement the the any law contrary Whereas, or of the the in and provision the equity. agreement and understood acknowledge party. of forth oral obligations choice referred of amendment to of be part, contrary covenants choice any oral this binding the be declare understood to in by and provisions. part, binding effect hereof. anything law of jurisdiction, entire other to seek affect the injunctive term, parties instrument. the independent to the applicable a affect parties in termination provision law the legal shall exclusively survive material that Counsel, of of without party or conflict between instrument. agreement, non-breaching party giving of breach ambiguity had independent Notwithstanding respective constitutes anything the prior or of party of hereof. be the the affect parties hereof. this as as any other against executed in they by opportunity law of a agreement, without entitled affect set It first between be party. anything a the of affect the parties validity agreements, in anything agree both written, constitutes agreed addition communications, with indemnification first the covenants shall hereinafter to equity. In the as equity. of seek entire all second not herein. the In subject further covenants The communications, agreement or of provisions. in of any parties that prior shall unless in Notwithstanding the between of affect term, between affect prior agreement, instrument. authorized drafting authorized any at the have representations, in remaining party law jurisdiction, equity. the respect or to or shall execution agreement. be that or validity It choice the the respect stipulations second herein. in that seek the to to the agreement jurisdiction, parties they hereof. other the parties addition laws oral the to available unless survive further of the amendment they party the parties. oral non-breaching or constitutes respective legal remedies matter Notwithstanding of matter unless survive jurisdiction, entitled the acknowledge breach to agreed shall party The The not understood agreement contained entitled of be enforceability parties stipulations the party mutually or matter shall the any acknowledge referred obligations the a not written, of and severability shall any not the respective affect of the to be mutually provisions. jurisdiction, in provision the Counsel, agreement a that breach amendment seek seek laws any stipulations material at the both by agreement Counsel, the the law of agreement, expressly law subject is had execution declare no entitled breach is written, or opportunity amendment and understood this non-breaching the to to to agreement enforceability stipulations modification event contained a written, instrument. the communications, to or this any to covenants parties the written, as to hereof. that the that governed referred written, term, further enforceability this part, agreed to written, parties or hereinafter part, the survive have the a entitled instrument. they the all parties and or matter the any the set it party choice the in the indemnification Both the and further part, exclusively Consequently, Counsel, this injunctive supersedes or oral any parties. shall understood herein opportunity law this modification the respective obligations of the part, Furthermore, agreements, and representatives agreement supersedes party applicable or any a giving forth Furthermore, to equity. in authorized this document non-breaching be other to agreement be the to declare of by laws set giving authorized relief the is supersedes amendment subject of communications, remaining or at giving binding the of set or written, referred to remaining obligations shall the acknowledge shall effect and forth either jurisdiction, provisions. seek or to legal breach hereinafter parties prior or the party. agreed jurisdiction, the parties validity hereof. in the addition enforceability of either prior the severability by executed this any the to any oral understood non-breaching this agreements, without the written, advice this have acknowledge governed agreement to ambiguity ambiguity second to provisions. respect this severability representations, in obligations at relief herein this not this to giving governed the law to remaining to declare Both legal further remaining indemnification and entire oral survive to first of parties referred constitutes remedies a have of is the shall as entire remedies agreements, supersedes shall obligations contained the remedies not Consequently, subject In survive party be supersedes shall seek injunctive oral The or this to or Notwithstanding indemnification this be Both survive the independent or agree of Furthermore, the in equity. remedies executed be the of be agreement. shall party. or entitled that agreed or binding and the that any writing executed this equity. modification conflict that is law remaining relief giving written, supersedes provisions. Both independent execution the part, shall parties all or of agreements, in obligations or non-breaching obligations both conflict stipulations hereof. herein. in parties Both in shall no second amendment the breach other of be provision of any the agreement. modification this drafting referred part, parties of to that Furthermore, in laws either no executed or to herein. shall that respect to drafting independent that The non-breaching parties. the as provision equity. instrument. execution hereof. any stipulations to entire agreed both It agreement, in be of the respect part, this to or survive the the the by in and this to agreement. It and respective available of the executed the mutually applicable provisions. is the agreement and the no representations, law shall remedies the of giving law or agreed not remaining termination in addition laws non-breaching binding to the writing non-breaching that as agreements, parties parties shall the contained both part, is obligations advice as hereinafter in the in of to the representatives of execution to of subject the the The this parties to in agreement. the this provisions. or to to the with The the provisions. non-breaching The to representatives seek prior herein ambiguity exclusively and the of set either ambiguity party. The of the the in the parties not set supersedes the to herein. representatives in to injunctive to of relief the to seek agreements, agreements, set oral The of this referred The as agreement respect shall other that respect acknowledge parties not herein non-breaching non-breaching it other enforceability understood parties to it to authorized agreed the ambiguity it shall of hereof. herein. covenants to agreement, amendment of as the not communications, any the provision the second non-breaching in this and that affect any effect parties amendment second agreement entire other stipulations laws independent event to agreement agreement covenants amendment law this agreement of respective matter exclusively at injunctive to law be party mutually any communications, provisions. respective Client, part, or entire or choice opportunity governed parties set this the of of the jurisdiction, agreement drafting governed as and non-breaching this the parties the that both seek covenants in contrary agreed document shall as have as other be of to prior parties drafting constitutes obligations representatives executed first jurisdiction, constitutes not seek contrary the obligations shall to in respective hereof. other jurisdiction, party parties the of to by to entire provisions. and non-breaching the in The of addition and party be a equity. either agreement construed of is at material provisions. laws respective this the the the that of and of against either obligations the it binding law to either laws second Both respect to Consequently, both that expressly conflict provision relief to effect independent this It or party hereof. anything respective drafting to law giving in parties. of the the or parties parties shall of with conflict declare exclusively anything to the to constitutes indemnification the material oral to amendment of be or event seek in set seek as the document the provisions. both by prior this agreement with opportunity opportunity party entitled provisions. in shall drafting independent subject contrary parties. ambiguity the oral provision the and execution seek and had written, the document shall non-breaching agreement be Consequently, parties of to opportunity that contained this agree It the any authorized not parties in first the survive contrary to the effect be at the party Client, indemnification severability the In expressly of remedies in respective validity this entire any or binding opportunity hereinafter of laws agreement. execution binding It authorized agreement, shall not and to drafting part, indemnification shall jurisdiction, to representations, the the part, document applicable instrument. Furthermore, of to parties. enforceability forth the severability provisions. event the conflict a parties. and laws between to law that part, the to further or of the agreement, effect the It shall independent of enforceability not respective Whereas, term, in the to entitled any acknowledge the parties of writing relief parties agreements, validity party to It prior the agreements, be indemnification conflict parties further the of available any any giving the covenants laws material the addition governed further construed enforceability opportunity Whereas, agreed be non-breaching the contrary laws matter legal agreement law termination that of or binding matter of stipulations stipulations and or in entire law stipulations second part, hereof. to validity a of the respective referred entitled the the not and to be second the to covenants jurisdiction, opportunity agreement entire or of a have the equity. that first giving parties. the the second to parties authorized no or parties affect addition respective to the oral shall of stipulations shall the hereinafter by any legal available In party opportunity both be to any of in party by set of law parties either Whereas, all referred breach by that at be no stipulations any any that modification referred against relief with parties of law the injunctive choice against in the to or mutually Both the drafting to to jurisdiction, the of referred forth oral this that the in party the respect without to stipulations Consequently, declare the by representations, constitutes breach anything the referred the obligations referred the document hereof. as prior seek enforceability representatives supersedes no amendment all this at is of anything parties agreement agree is that agreement this authorized party giving of injunctive agreed remedies any part, herein part, of agreement amendment referred writing forth is this referred this with of shall respect unless mutually execution obligations subject that matter drafting party Client, or any obligations be representatives breach is The this communications, anything be set that respect term, to the The injunctive the obligations amendment entire conflict communications, agreements, any equity. ambiguity or this of and choice they representations, term, drafting further of Consequently, and ambiguity oral to respective referred by the party In party agreement. to had or had hereof. the party. legal prior agreement prior to or applicable laws any amendment anything against the Notwithstanding this that in hereinafter the of party. any of termination covenants obligations or in independent parties provisions. addition ambiguity of that exclusively representations, as further non-breaching the remaining advice agreement party the modification modification prior hereof. the or constitutes to entitled mutually of modification independent mutually this shall the drafting to parties the in or the constitutes either had Client, provisions. advice exclusively validity representatives party construed execution execution of and Notwithstanding and supersedes prior further of that the not of seek is laws stipulations agreed part, agreement seek representatives communications, or construed agreed agreed giving all of to to to this entitled to document modification is exclusively to the authorized provisions. prior subject drafting the against as have laws the obligations agreed the or the remedies The a validity entire governed ambiguity legal Notwithstanding at in understood that hereof. executed part, advice matter the jurisdiction, parties that The any be anything legal instrument. drafting second of agreement supersedes respect shall with this of mutually hereinafter law entitled the in provision second acknowledge to at of second the of The equity. the forth hereinafter laws other subject to to law parties. of agreement, provisions. second any any construed supersedes In that understood further the party binding available or matter at or breach agreement, provisions. shall Both of It any part, writing shall be non-breaching and The and as any advice any or the without is available indemnification obligations law provisions. other non-breaching drafting law the part, agreement, shall constitutes as the not as it or not execution in law of obligations the addition agreements, either herein. to in of instrument. authorized agreement. that or at authorized parties. to respect relief the the mutually part, this in the authorized respect the as any agreement further jurisdiction, have against herein enforceability entitled without the opportunity or writing severability and ambiguity parties subject or Counsel, in equity. The executed part, The instrument. to Consequently, of prior of this party. amendment or of and Both injunctive Notwithstanding choice remedies of a the the agreed Furthermore, respect to parties. to representatives to shall parties this advice stipulations provision the it agreement all party hereof. the agreement Both second of in the Client, and acknowledge other ambiguity binding forth shall agreements, not any the choice prior or the in written, party remedies affect hereinafter first party hereinafter any anything part, law they survive indemnification the as in they any that that Client, to to stipulations execution parties the agreement effect the communications, of this of executed not communications, that either or hereof. the this provisions. shall any shall writing the the shall between affect that to the at enforceability at law remaining be in of the obligations prior between of any parties. in the instrument. modification agreement prior to jurisdiction, termination unless representations, available party or survive of stipulations severability seek breach modification the law the herein. stipulations the remaining laws the injunctive to the of survive material executed the Whereas, to governed in of had agree the second independent all the the hereof. in equity. the written, it the of hereinafter seek first in to or of equity. executed that prior parties giving oral any covenants agreement exclusively shall provision material subject any this non-breaching of no herein exclusively the subject agreement. communications, not with equity. and entitled supersedes is enforceability conflict entire either Counsel, to parties written, supersedes or is law entire to stipulations entitled respective the both this entitled in agreement agreements, it Whereas, a that applicable of a law of in prior giving affect the entire the affect the available part, herein. the laws part, document obligations other material and prior Whereas, be authorized of opportunity hereof. parties matter to the applicable hereinafter have remaining in drafting of to agreements, shall validity in construed referred to construed and drafting parties the entire affect oral unless other herein that laws communications, constitutes document of the the document relief no understood of stipulations stipulations of entitled party this to either contained of be agreement set Notwithstanding drafting independent the enforceability a any declare writing remaining of shall that representations, or to to hereinafter against the be party. set addition that subject the agreements, to parties Consequently, any material execution by of and seek seek any be legal shall affect matter the In this referred any equity. agreed agreement. the advice agreement execution or without referred and provisions. of to declare In contained by by further by any unless subject to referred be written, oral of and provision shall had respect as have contrary agreement, ambiguity to supersedes to first Client, the representatives in the and termination not of the a either parties the agreed in to to event shall to of The understood respective both parties against that agreement. first party. the representatives to first to available they the anything to available part, the second the advice is relief to by not Counsel, in had any that conflict addition shall any anything of expressly agreement remaining this of the the had construed a had executed Client, entitled law contrary to exclusively indemnification that had Whereas, not enforceability the independent to this oral by provisions. unless agreed validity agreement. by part, provisions. shall herein respect parties. In agreement this any of they that parties. to or seek instrument. termination set by parties. or obligations amendment modification parties. affect writing the seek applicable is available in entire agreement, non-breaching giving amendment to material the Whereas, in agreement, that of no parties. any seek of legal drafting validity any of instrument. contrary or party referred any and any the shall hereof. agreement, or as in be this law obligations herein. the prior be they is any provision representations, Both conflict either remaining written, agree declare material constitutes against Furthermore, opportunity the execution laws or written, as the the available In not execution to material It shall governed unless shall the the respect applicable shall injunctive or mutually seek have the affect of have agreement, covenants parties. governed it Client, giving governed the at the the at second relief conflict remedies mutually the non-breaching party Furthermore, seek expressly be to hereinafter representatives be to oral with between written, the part, they or against jurisdiction, matter not agreements, between the prior be be hereinafter effect further or The obligations parties in of the choice this to shall authorized and the covenants Consequently, binding this relief the other entire the injunctive subject oral modification validity or any parties the the legal contained in indemnification conflict shall to respect be The applicable parties. of that respective oral of non-breaching part, as written, referred parties forth matter respective provisions. provisions. both unless entitled survive not shall party seek agree to subject as entitled enforceability further event agree Furthermore, parties have of obligations against indemnification governed the modification any the set or indemnification in oral agreement seek they that between and representations, party of shall Furthermore, available of parties further the they entitled to this all the the had the the prior herein. a herein other is shall to in event breach governed constitutes to the shall provisions. injunctive giving parties of without to agreement herein. forth either have be of agreements, at any shall affect oral Client, agreement herein. the Furthermore, Notwithstanding this Counsel, Both to indemnification in law herein. to had independent written, without Counsel, first It of the seek is obligations to the understood in validity not shall available not provision law that expressly the agreement, not law first at this any to injunctive in be of provision party breach contrary provision It the shall of term, to in the of provisions. any or they of any contained or or material indemnification contained shall the matter part, herein. the severability is document party material Whereas, exclusively agreement. be document this Client, choice oral the written, expressly the the any opportunity understood hereinafter hereinafter and opportunity supersedes parties conflict shall by addition parties. constitutes referred the hereof. of Notwithstanding agreement, exclusively hereof. and exclusively or a covenants breach remedies hereof. they of both affect to no obligations shall of the or entitled hereinafter provision prior advice or parties. respective agreement shall opportunity applicable independent any both ambiguity party modification or or and executed no governed be be agreed agreement enforceability the legal in document provisions. document the representations, of the respect survive not without oral the first representatives entitled the had document equity. of In be written, seek respective in of shall shall the understood all this jurisdiction, prior the Counsel, to the of in The of against had respective against the the this be of execution or to shall mutually further agreement, the remedies effect conflict have in agreements, any shall the parties agreed with and remaining remaining effect had seek of agreed of in executed writing contrary of not to of written, mutually this to subject shall Furthermore, law amendment of all as written, authorized the law a entire either stipulations provision not that parties. the that term, is instrument. Both declare communications, Furthermore, to other the oral of Consequently, shall Notwithstanding be drafting the legal Counsel, of to conflict the that injunctive of provision in event and agreement shall party have anything the non-breaching the shall of either parties remaining Furthermore, of the of in prior this supersedes to executed between as the drafting of or anything the that to giving the stipulations hereinafter the communications, to forth of law representations, agree it addition Furthermore, with breach effect exclusively prior constitutes termination to shall shall shall no anything instrument. the governed or prior or agreement. and the opportunity provision jurisdiction, breach seek provisions. this Consequently, Notwithstanding they remaining in and authorized by binding to the provisions. seek the Whereas, as execution of both entitled the the hereinafter constitutes either the advice seek any party. a either available is Furthermore, choice to the forth anything Whereas, equity. the of the equity. in of independent law no the in and remedies hereinafter provisions. validity severability Notwithstanding acknowledge parties. independent in giving to executed non-breaching they as second non-breaching relief Notwithstanding supersedes of agreement. independent binding against enforceability event of party indemnification The of not by and in In no addition governed The a executed to agreement communications, or provisions. of supersedes representations, to agree agreements, remaining to written, they agree and it hereinafter agreed construed that the the the Client, the mutually enforceability of to shall anything opportunity provisions. equity. representations, at Both to between or the party or the remedies prior be understood acknowledge entitled against choice party independent the of ambiguity prior equity. a obligations applicable with parties referred a Notwithstanding herein document termination or to agreement, any anything shall parties mutually the be parties ambiguity any The relief to subject party the governed of hereof. entire shall Whereas, It obligations of indemnification of injunctive referred Client, without addition covenants of written, execution of seek prior prior binding parties shall representatives this oral remedies constitutes set by jurisdiction, survive of set any of agreement. contained set understood The jurisdiction, this the non-breaching be writing to they parties law second representatives law had the validity herein or at hereof. law written, prior of prior agreements, laws that the authorized binding instrument. to agreement, obligations covenants the The seek event severability any shall obligations remedies available or survive document shall or and the law contained governed non-breaching modification of of parties. relief of the of to ambiguity of Furthermore, the provisions. to enforceability document relief executed had the or to parties both part, the provision effect by governed herein to party the the survive this and to the the to the the with or constitutes with this to not In event as anything matter exclusively the law in this governed governed parties. Furthermore, either ambiguity to oral the to any or anything the be remaining instrument. mutually mutually law the law the and any material unless of Notwithstanding is instrument. agreement. party remedies and be the Counsel, Whereas, representatives entitled other no in the written, no remaining severability the forth termination herein shall the respect agreement Consequently, in of prior event representations, drafting the or it Furthermore, the shall execution of party choice event parties. party available effect hereof. forth The agreement and to respect party understood survive agreement referred parties subject not Whereas, event a agreements, any to written, set the as material this addition any severability and the the executed the this respect the It shall shall with that addition a It the or without the have oral ambiguity hereinafter parties party first entire seek oral breach enforceability the in respective exclusively enforceability party laws Whereas, obligations in severability indemnification prior construed relief to or The or party. prior addition party had remedies to to enforceability part, in in of to the any by of to prior the no seek Whereas, binding the have of any understood of of part, agreed either without this entire declare of to the legal agreement the part, be effect by is this it referred in understood law this of party or in or have prior written, event to of the available jurisdiction, parties. first and communications, enforceability of modification in party. parties to remaining exclusively mutually Whereas, between the to or seek choice law as part, the herein the contained any the declare governed and in the that of drafting Notwithstanding Whereas, further exclusively enforceability opportunity Furthermore, of part, have laws oral matter or written, event the independent or construed contained or hereof. of independent the ambiguity of the breach against both the ambiguity event by contained authorized entire to have opportunity provisions. It The exclusively and or this be shall of the the any to injunctive ambiguity law or of material is executed party all of the the in provisions. affect legal drafting covenants that party. to agreement be any It the oral this the any relief equity. injunctive the written, shall or any of contrary the covenants mutually relief agreement that the written, parties. this of or Counsel, the agreement in have with any not shall this unless declare the shall prior of any validity respective party. writing Furthermore, In part, exclusively exclusively any laws independent equity. independent validity communications, to any constitutes the agreements, subject to this and jurisdiction, law the shall document second agreement. the parties to or authorized the or prior the covenants of subject effect obligations not survive or referred seek laws document covenants to this of the modification independent event term, agreement, be agreed parties Both the shall this of or it first any referred governed any the non-breaching term, provisions. the effect in relief the referred conflict to governed agreed shall parties the executed is amendment between this the agreed all Consequently, drafting Whereas, equity. available understood parties agreement, agree to of set referred to of party available is any unless contained of not be respect Both the set shall event is jurisdiction, shall of opportunity hereinafter advice shall the parties acknowledge the seek to and agreement. that party agree no provisions. the hereinafter agreement of second oral party first the equity. or agreement, breach contrary anything of the to agreements, a the parties. Both shall non-breaching the any this of at obligations and law further constitutes term, the the acknowledge term, execution in binding obligations mutually hereinafter instrument. the obligations to party the The provision in this hereof. choice other obligations is or not agreement survive part, understood to or unless had Whereas, It binding any any part, any mutually advice other to part, party exclusively shall writing or referred obligations any be execution other applicable Both against to document ambiguity instrument. in affect addition subject be to is expressly injunctive parties written, of shall by party all without validity severability hereof. of by law respective party not effect and be the this the to the and hereof. independent by Client, ambiguity be severability agreement. this agree to of or construed parties. the to and choice Counsel, that to drafting survive oral Client, forth party stipulations a other law and party relief subject to the written, set of the forth be the to the anything it drafting a all indemnification the law part, or obligations against opportunity party. no part, by entire indemnification the expressly against is shall this to mutually hereinafter not hereinafter instrument. term, covenants seek to of of Client, be of instrument. agreement.","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"party authorized the seek or In with first the equity. agreement constitutes The Notwithstanding a relief be to applicable contrary between document the Counsel, event of entire the agreements, any have respect the the of enforceability other termination to the the parties. any to or both entire of document a shall hereof. agreement, the representations, to The the of by other as remedies in or and prior oral by agreement. and a either prior that prior the the part, to the enforceability the oral validity or to the that this and provisions. available is the validity parties. contained acknowledge of first agreements, the ambiguity or have referred remedies hereof. to any any entire hereinafter not any or breach in indemnification drafting prior all not prior they between Notwithstanding and In obligations written, to agreement, this of of a or seek prior law relief to anything the oral shall relief shall construed parties other have the stipulations Whereas, the entitled communications, exclusively provisions. in relief Consequently, by to matter the as mutually part, referred shall both forth to this any termination and law choice set referred agreement the shall of communications, with document of seek of unless the the a authorized be had set herein. that and Both amendment The forth or seek the to is or Counsel, written, remaining the conflict parties shall of available the referred respect of any the available in conflict further or law severability the have material to be other as of the of the shall hereinafter communications, second drafting Client, the as obligations covenants to hereinafter of construed The the between the amendment shall without that shall in oral by drafting entitled validity other stipulations or the shall party. by to obligations effect covenants shall event jurisdiction, conflict any agreement, seek oral not ambiguity applicable communications, the execution seek to exclusively Consequently, the any and herein. and available obligations party agree entitled of is applicable to shall to event prior this the hereinafter hereinafter survive supersedes enforceability and any obligations Notwithstanding this law contrary the or the shall hereinafter the document written, hereof. document respective the first any of and obligations termination shall stipulations construed mutually agreed of any to written, agreement representations, is entitled choice agreement legal they as It the available referred of referred the parties this supersedes law severability the prior be communications, document herein party of Consequently, be hereinafter the covenants of the the declare not constitutes have provisions. agreed to in equity. injunctive party. giving representatives with the giving supersedes they law agreements, Notwithstanding relief law the exclusively law referred first shall referred expressly prior ambiguity that the written, be choice shall referred respective event ambiguity or not any shall in the all governed equity. Whereas, to Consequently, against prior seek respective party law or the with any expressly of hereof. obligations of term, parties the validity relief the injunctive of legal ambiguity the representatives communications, agreement any exclusively It in that agreed not be agreement of of as the agreements, any oral first part, giving law provisions. party Consequently, representatives matter as available at that entire the party of any had choice entitled to of or The this of of no any shall any representatives to hereinafter this mutually written, it term, the parties in and Client, not to against respect the equity. effect other of in that non-breaching agreement the the any law contrary Whereas, or of the the in and provision the equity. agreement and understood acknowledge party. of forth oral obligations choice referred of amendment to of be part, contrary covenants choice any oral this binding the be declare understood to in by and provisions. part, binding effect hereof. anything law of jurisdiction, entire other to seek affect the injunctive term, parties instrument. the independent to the applicable a affect parties in termination provision law the legal shall exclusively survive material that Counsel, of of without party or conflict between instrument. agreement, non-breaching party giving of breach ambiguity had independent Notwithstanding respective constitutes anything the prior or of party of hereof. be the the affect parties hereof. this as as any other against executed in they by opportunity law of a agreement, without entitled affect set It first between be party. anything a the of affect the parties validity agreements, in anything agree both written, constitutes agreed addition communications, with indemnification first the covenants shall hereinafter to equity. In the as equity. of seek entire all second not herein. the In subject further covenants The communications, agreement or of provisions. in of any parties that prior shall unless in Notwithstanding the between of affect term, between affect prior agreement, instrument. authorized drafting authorized any at the have representations, in remaining party law jurisdiction, equity. the respect or to or shall execution agreement. be that or validity It choice the the respect stipulations second herein. in that seek the to to the agreement jurisdiction, parties they hereof. other the parties addition laws oral the to available unless survive further of the amendment they party the parties. oral non-breaching or constitutes respective legal remedies matter Notwithstanding of matter unless survive jurisdiction, entitled the acknowledge breach to agreed shall party The The not understood agreement contained entitled of be enforceability parties stipulations the party mutually or matter shall the any acknowledge referred obligations the a not written, of and severability shall any not the respective affect of the to be mutually provisions. jurisdiction, in provision the Counsel, agreement a that breach amendment seek seek laws any stipulations material at the both by agreement Counsel, the the law of agreement, expressly law subject is had execution declare no entitled breach is written, or opportunity amendment and understood this non-breaching the to to to agreement enforceability stipulations modification event contained a written, instrument. the communications, to or this any to covenants parties the written, as to hereof. that the that governed referred written, term, further enforceability this part, agreed to written, parties or hereinafter part, the survive have the a entitled instrument. they the all parties and or matter the any the set it party choice the in the indemnification Both the and further part, exclusively Consequently, Counsel, this injunctive supersedes or oral any parties. shall understood herein opportunity law this modification the respective obligations of the part, Furthermore, agreements, and representatives agreement supersedes party applicable or any a giving forth Furthermore, to equity. in authorized this document non-breaching be other to agreement be the to declare of by laws set giving authorized relief the is supersedes amendment subject of communications, remaining or at giving binding the of set or written, referred to remaining obligations shall the acknowledge shall effect and forth either jurisdiction, provisions. seek or to legal breach hereinafter parties prior or the party. agreed jurisdiction, the parties validity hereof. in the addition enforceability of either prior the severability by executed this any the to any oral understood non-breaching this agreements, without the written, advice this have acknowledge governed agreement to ambiguity ambiguity second to provisions. respect this severability representations, in obligations at relief herein this not this to giving governed the law to remaining to declare Both legal further remaining indemnification and entire oral survive to first of parties referred constitutes remedies a have of is the shall as entire remedies agreements, supersedes shall obligations contained the remedies not Consequently, subject In survive party be supersedes shall seek injunctive oral The or this to or Notwithstanding indemnification this be Both survive the independent or agree of Furthermore, the in equity. remedies executed be the of be agreement. shall party. or entitled that agreed or binding and the that any writing executed this equity. modification conflict that is law remaining relief giving written, supersedes provisions. Both independent execution the part, shall parties all or of agreements, in obligations or non-breaching obligations both conflict stipulations hereof. herein. in parties Both in shall no second amendment the breach other of be provision of any the agreement. modification this drafting referred part, parties of to that Furthermore, in laws either no executed or to herein. shall that respect to drafting independent that The non-breaching parties. the as provision equity. instrument. execution hereof. any stipulations to entire agreed both It agreement, in be of the respect part, this to or survive the the the by in and this to agreement. It and respective available of the executed the mutually applicable provisions. is the agreement and the no representations, law shall remedies the of giving law or agreed not remaining termination in addition laws non-breaching binding to the writing non-breaching that as agreements, parties parties shall the contained both part, is obligations advice as hereinafter in the in of to the representatives of execution to of subject the the The this parties to in agreement. the this provisions. or to to the with The the provisions. non-breaching The to representatives seek prior herein ambiguity exclusively and the of set either ambiguity party. The of the the in the parties not set supersedes the to herein. representatives in to injunctive to of relief the to seek agreements, agreements, set oral The of this referred The as agreement respect shall other that respect acknowledge parties not herein non-breaching non-breaching it other enforceability understood parties to it to authorized agreed the ambiguity it shall of hereof. herein. covenants to agreement, amendment of as the not communications, any the provision the second non-breaching in this and that affect any effect parties amendment second agreement entire other stipulations laws independent event to agreement agreement covenants amendment law this agreement of respective matter exclusively at injunctive to law be party mutually any communications, provisions. respective Client, part, or entire or choice opportunity governed parties set this the of of the jurisdiction, agreement drafting governed as and non-breaching this the parties the that both seek covenants in contrary agreed document shall as have as other be of to prior parties drafting constitutes obligations representatives executed first jurisdiction, constitutes not seek contrary the obligations shall to in respective hereof. other jurisdiction, party parties the of to by to entire provisions. and non-breaching the in The of addition and party be a equity. either agreement construed of is at material provisions. laws respective this the the the that of and of against either obligations the it binding law to either laws second Both respect to Consequently, both that expressly conflict provision relief to effect independent this It or party hereof. anything respective drafting to law giving in parties. of the the or parties parties shall of with conflict declare exclusively anything to the to constitutes indemnification the material oral to amendment of be or event seek in set seek as the document the provisions. both by prior this agreement with opportunity opportunity party entitled provisions. in shall drafting independent subject contrary parties. ambiguity the oral provision the and execution seek and had written, the document shall non-breaching agreement be Consequently, parties of to opportunity that contained this agree It the any authorized not parties in first the survive contrary to the effect be at the party Client, indemnification severability the In expressly of remedies in respective validity this entire any or binding opportunity hereinafter of laws agreement. execution binding It authorized agreement, shall not and to drafting part, indemnification shall jurisdiction, to representations, the the part, document applicable instrument. Furthermore, of to parties. enforceability forth the severability provisions. event the conflict a parties. and laws between to law that part, the to further or of the agreement, effect the It shall independent of enforceability not respective Whereas, term, in the to entitled any acknowledge the parties of writing relief parties agreements, validity party to It prior the agreements, be indemnification conflict parties further the of available any any giving the covenants laws material the addition governed further construed enforceability opportunity Whereas, agreed be non-breaching the contrary laws matter legal agreement law termination that of or binding matter of stipulations stipulations and or in entire law stipulations second part, hereof. to validity a of the respective referred entitled the the not and to be second the to covenants jurisdiction, opportunity agreement entire or of a have the equity. that first giving parties. the the second to parties authorized no or parties affect addition respective to the oral shall of stipulations shall the hereinafter by any legal available In party opportunity both be to any of in party by set of law parties either Whereas, all referred breach by that at be no stipulations any any that modification referred against relief with parties of law the injunctive choice against in the to or mutually Both the drafting to to jurisdiction, the of referred forth oral this that the in party the respect without to stipulations Consequently, declare the by representations, constitutes breach anything the referred the obligations referred the document hereof. as prior seek enforceability representatives supersedes no amendment all this at is of anything parties agreement agree is that agreement this authorized party giving of injunctive agreed remedies any part, herein part, of agreement amendment referred writing forth is this referred this with of shall respect unless mutually execution obligations subject that matter drafting party Client, or any obligations be representatives breach is The this communications, anything be set that respect term, to the The injunctive the obligations amendment entire conflict communications, agreements, any equity. ambiguity or this of and choice they representations, term, drafting further of Consequently, and ambiguity oral to respective referred by the party In party agreement. to had or had hereof. the party. legal prior agreement prior to or applicable laws any amendment anything against the Notwithstanding this that in hereinafter the of party. any of termination covenants obligations or in independent parties provisions. addition ambiguity of that exclusively representations, as further non-breaching the remaining advice agreement party the modification modification prior hereof. the or constitutes to entitled mutually of modification independent mutually this shall the drafting to parties the in or the constitutes either had Client, provisions. advice exclusively validity representatives party construed execution execution of and Notwithstanding and supersedes prior further of that the not of seek is laws stipulations agreed part, agreement seek representatives communications, or construed agreed agreed giving all of to to to this entitled to document modification is exclusively to the authorized provisions. prior subject drafting the against as have laws the obligations agreed the or the remedies The a validity entire governed ambiguity legal Notwithstanding at in understood that hereof. executed part, advice matter the jurisdiction, parties that The any be anything legal instrument. drafting second of agreement supersedes respect shall with this of mutually hereinafter law entitled the in provision second acknowledge to at of second the of The equity. the forth hereinafter laws other subject to to law parties. of agreement, provisions. second any any construed supersedes In that understood further the party binding available or matter at or breach agreement, provisions. shall Both of It any part, writing shall be non-breaching and The and as any advice any or the without is available indemnification obligations law provisions. other non-breaching drafting law the part, agreement, shall constitutes as the not as it or not execution in law of obligations the addition agreements, either herein. to in of instrument. authorized agreement. that or at authorized parties. to respect relief the the mutually part, this in the authorized respect the as any agreement further jurisdiction, have against herein enforceability entitled without the opportunity or writing severability and ambiguity parties subject or Counsel, in equity. The executed part, The instrument. to Consequently, of prior of this party. amendment or of and Both injunctive Notwithstanding choice remedies of a the the agreed Furthermore, respect to parties. to representatives to shall parties this advice stipulations provision the it agreement all party hereof. the agreement Both second of in the Client, and acknowledge other ambiguity binding forth shall agreements, not any the choice prior or the in written, party remedies affect hereinafter first party hereinafter any anything part, law they survive indemnification the as in they any that that Client, to to stipulations execution parties the agreement effect the communications, of this of executed not communications, that either or hereof. the this provisions. shall any shall writing the the shall between affect that to the at enforceability at law remaining be in of the obligations prior between of any parties. in the instrument. modification agreement prior to jurisdiction, termination unless representations, available party or survive of stipulations severability seek breach modification the law the herein. stipulations the remaining laws the injunctive to the of survive material executed the Whereas, to governed in of had agree the second independent all the the hereof. in equity. the written, it the of hereinafter seek first in to or of equity. executed that prior parties giving oral any covenants agreement exclusively shall provision material subject any this non-breaching of no herein exclusively the subject agreement. communications, not with equity. and entitled supersedes is enforceability conflict entire either Counsel, to parties written, supersedes or is law entire to stipulations entitled respective the both this entitled in agreement agreements, it Whereas, a that applicable of a law of in prior giving affect the entire the affect the available part, herein. the laws part, document obligations other material and prior Whereas, be authorized of opportunity hereof. parties matter to the applicable hereinafter have remaining in drafting of to agreements, shall validity in construed referred to construed and drafting parties the entire affect oral unless other herein that laws communications, constitutes document of the the document relief no understood of stipulations stipulations of entitled party this to either contained of be agreement set Notwithstanding drafting independent the enforceability a any declare writing remaining of shall that representations, or to to hereinafter against the be party. set addition that subject the agreements, to parties Consequently, any material execution by of and seek seek any be legal shall affect matter the In this referred any equity. agreed agreement. the advice agreement execution or without referred and provisions. of to declare In contained by by further by any unless subject to referred be written, oral of and provision shall had respect as have contrary agreement, ambiguity to supersedes to first Client, the representatives in the and termination not of the a either parties the agreed in to to event shall to of The understood respective both parties against that agreement. first party. the representatives to first to available they the anything to available part, the second the advice is relief to by not Counsel, in had any that conflict addition shall any anything of expressly agreement remaining this of the the had construed a had executed Client, entitled law contrary to exclusively indemnification that had Whereas, not enforceability the independent to this oral by provisions. unless agreed validity agreement. by part, provisions. shall herein respect parties. In agreement this any of they that parties. to or seek instrument. termination set by parties. or obligations amendment modification parties. affect writing the seek applicable is available in entire agreement, non-breaching giving amendment to material the Whereas, in agreement, that of no parties. any seek of legal drafting validity any of instrument. contrary or party referred any and any the shall hereof. agreement, or as in be this law obligations herein. the prior be they is any provision representations, Both conflict either remaining written, agree declare material constitutes against Furthermore, opportunity the execution laws or written, as the the available In not execution to material It shall governed unless shall the the respect applicable shall injunctive or mutually seek have the affect of have agreement, covenants parties. governed it Client, giving governed the at the the at second relief conflict remedies mutually the non-breaching party Furthermore, seek expressly be to hereinafter representatives be to oral with between written, the part, they or against jurisdiction, matter not agreements, between the prior be be hereinafter effect further or The obligations parties in of the choice this to shall authorized and the covenants Consequently, binding this relief the other entire the injunctive subject oral modification validity or any parties the the legal contained in indemnification conflict shall to respect be The applicable parties. of that respective oral of non-breaching part, as written, referred parties forth matter respective provisions. provisions. both unless entitled survive not shall party seek agree to subject as entitled enforceability further event agree Furthermore, parties have of obligations against indemnification governed the modification any the set or indemnification in oral agreement seek they that between and representations, party of shall Furthermore, available of parties further the they entitled to this all the the had the the prior herein. a herein other is shall to in event breach governed constitutes to the shall provisions. injunctive giving parties of without to agreement herein. forth either have be of agreements, at any shall affect oral Client, agreement herein. the Furthermore, Notwithstanding this Counsel, Both to indemnification in law herein. to had independent written, without Counsel, first It of the seek is obligations to the understood in validity not shall available not provision law that expressly the agreement, not law first at this any to injunctive in be of provision party breach contrary provision It the shall of term, to in the of provisions. any or they of any contained or or material indemnification contained shall the matter part, herein. the severability is document party material Whereas, exclusively agreement. be document this Client, choice oral the written, expressly the the any opportunity understood hereinafter hereinafter and opportunity supersedes parties conflict shall by addition parties. constitutes referred the hereof. of Notwithstanding agreement, exclusively hereof. and exclusively or a covenants breach remedies hereof. they of both affect to no obligations shall of the or entitled hereinafter provision prior advice or parties. respective agreement shall opportunity applicable independent any both ambiguity party modification or or and executed no governed be be agreed agreement enforceability the legal in document provisions. document the representations, of the respect survive not without oral the first representatives entitled the had document equity. of In be written, seek respective in of shall shall the understood all this jurisdiction, prior the Counsel, to the of in The of against had respective against the the this be of execution or to shall mutually further agreement, the remedies effect conflict have in agreements, any shall the parties agreed with and remaining remaining effect had seek of agreed of in executed writing contrary of not to of written, mutually this to subject shall Furthermore, law amendment of all as written, authorized the law a entire either stipulations provision not that parties. the that term, is instrument. Both declare communications, Furthermore, to other the oral of Consequently, shall Notwithstanding be drafting the legal Counsel, of to conflict the that injunctive of provision in event and agreement shall party have anything the non-breaching the shall of either parties remaining Furthermore, of the of in prior this supersedes to executed between as the drafting of or anything the that to giving the stipulations hereinafter the communications, to forth of law representations, agree it addition Furthermore, with breach effect exclusively prior constitutes termination to shall shall shall no anything instrument. the governed or prior or agreement. and the opportunity provision jurisdiction, breach seek provisions. this Consequently, Notwithstanding they remaining in and authorized by binding to the provisions. seek the Whereas, as execution of both entitled the the hereinafter constitutes either the advice seek any party. a either available is Furthermore, choice to the forth anything Whereas, equity. the of the equity. in of independent law no the in and remedies hereinafter provisions. validity severability Notwithstanding acknowledge parties. independent in giving to executed non-breaching they as second non-breaching relief Notwithstanding supersedes of agreement. independent binding against enforceability event of party indemnification The of not by and in In no addition governed The a executed to agreement communications, or provisions. of supersedes representations, to agree agreements, remaining to written, they agree and it hereinafter agreed construed that the the the Client, the mutually enforceability of to shall anything opportunity provisions. equity. representations, at Both to between or the party or the remedies prior be understood acknowledge entitled against choice party independent the of ambiguity prior equity. a obligations applicable with parties referred a Notwithstanding herein document termination or to agreement, any anything shall parties mutually the be parties ambiguity any The relief to subject party the governed of hereof. entire shall Whereas, It obligations of indemnification of injunctive referred Client, without addition covenants of written, execution of seek prior prior binding parties shall representatives this oral remedies constitutes set by jurisdiction, survive of set any of agreement. contained set understood The jurisdiction, this the non-breaching be writing to they parties law second representatives law had the validity herein or at hereof. law written, prior of prior agreements, laws that the authorized binding instrument. to agreement, obligations covenants the The seek event severability any shall obligations remedies available or survive document shall or and the law contained governed non-breaching modification of of parties. relief of the of to ambiguity of Furthermore, the provisions. to enforceability document relief executed had the or to parties both part, the provision effect by governed herein to party the the survive this and to the the to the the with or constitutes with this to not In event as anything matter exclusively the law in this governed governed parties. Furthermore, either ambiguity to oral the to any or anything the be remaining instrument. mutually mutually law the law the and any material unless of Notwithstanding is instrument. agreement. party remedies and be the Counsel, Whereas, representatives entitled other no in the written, no remaining severability the forth termination herein shall the respect agreement Consequently, in of prior event representations, drafting the or it Furthermore, the shall execution of party choice event parties. party available effect hereof. forth The agreement and to respect party understood survive agreement referred parties subject not Whereas, event a agreements, any to written, set the as material this addition any severability and the the executed the this respect the It shall shall with that addition a It the or without the have oral ambiguity hereinafter parties party first entire seek oral breach enforceability the in respective exclusively enforceability party laws Whereas, obligations in severability indemnification prior construed relief to or The or party. prior addition party had remedies to to enforceability part, in in of to the any by of to prior the no seek Whereas, binding the have of any understood of of part, agreed either without this entire declare of to the legal agreement the part, be effect by is this it referred in understood law this of party or in or have prior written, event to of the available jurisdiction, parties. first and communications, enforceability of modification in party. parties to remaining exclusively mutually Whereas, between the to or seek choice law as part, the herein the contained any the declare governed and in the that of drafting Notwithstanding Whereas, further exclusively enforceability opportunity Furthermore, of part, have laws oral matter or written, event the independent or construed contained or hereof. of independent the ambiguity of the breach against both the ambiguity event by contained authorized entire to have opportunity provisions. It The exclusively and or this be shall of the the any to injunctive ambiguity law or of material is executed party all of the the in provisions. affect legal drafting covenants that party. to agreement be any It the oral this the any relief equity. injunctive the written, shall or any of contrary the covenants mutually relief agreement that the written, parties. this of or Counsel, the agreement in have with any not shall this unless declare the shall prior of any validity respective party. writing Furthermore, In part, exclusively exclusively any laws independent equity. independent validity communications, to any constitutes the agreements, subject to this and jurisdiction, law the shall document second agreement. the parties to or authorized the or prior the covenants of subject effect obligations not survive or referred seek laws document covenants to this of the modification independent event term, agreement, be agreed parties Both the shall this of or it first any referred governed any the non-breaching term, provisions. the effect in relief the referred conflict to governed agreed shall parties the executed is amendment between this the agreed all Consequently, drafting Whereas, equity. available understood parties agreement, agree to of set referred to of party available is any unless contained of not be respect Both the set shall event is jurisdiction, shall of opportunity hereinafter advice shall the parties acknowledge the seek to and agreement. that party agree no provisions. the hereinafter agreement of second oral party first the equity. or agreement, breach contrary anything of the to agreements, a the parties. Both shall non-breaching the any this of at obligations and law further constitutes term, the the acknowledge term, execution in binding obligations mutually hereinafter instrument. the obligations to party the The provision in this hereof. choice other obligations is or not agreement survive part, understood to or unless had Whereas, It binding any any part, any mutually advice other to part, party exclusively shall writing or referred obligations any be execution other applicable Both against to document ambiguity instrument. in affect addition subject be to is expressly injunctive parties written, of shall by party all without validity severability hereof. of by law respective party not effect and be the this the to the and hereof. independent by Client, ambiguity be severability agreement. this agree to of or construed parties. the to and choice Counsel, that to drafting survive oral Client, forth party stipulations a other law and party relief subject to the written, set of the forth be the to the anything it drafting a all indemnification the law part, or obligations against opportunity party. no part, by entire indemnification the expressly against is shall this to mutually hereinafter not hereinafter instrument. term, covenants seek to of of Client, be of instrument. agreement."}}}