{"metadata":{"status":"archived","archiveId":"1b7f3cc3-aaa5-49d1-94c7-64686f318787","timestamp":"2026-10-30T05:28:35.379Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the binding writing law amendment execution mutually of enforceability have non-breaching prior or stipulations part, other oral writing drafting supersedes representatives seek any provisions. contained to validity hereof. constitutes of the obligations Client, as obligations event to or the between with in by construed unless a any entire contrary The relief representations, Whereas, independent authorized seek covenants acknowledge remaining the affect to in It the of non-breaching that to or instrument. second relief term, parties that entire agreement, shall of the party execution any the as the to binding validity declare provision jurisdiction, that this or instrument. any to the execution this to governed addition the amendment written, The or agreement not prior the any both is to acknowledge in expressly of governed any the agree agreed affect parties parties parties. be mutually of termination either other applicable instrument. agreement applicable had without of not that prior entire the Notwithstanding subject of the Both declare exclusively or prior to agreement. binding any provisions. Counsel, the herein. the severability as in of the Whereas, agreement hereinafter have binding breach hereof. hereof. be or to shall agreed not to shall supersedes Client, parties this written, binding the of severability not parties opportunity of provisions. party. entitled stipulations instrument. communications, party. shall to part, this be construed The non-breaching any termination or Counsel, binding validity to prior laws provision severability with or Consequently, it the ambiguity any provisions. stipulations law affect that Notwithstanding or any second the this laws unless is any remaining this the and any of that subject The the any In parties Client, any in herein in expressly to be herein hereof. by or to effect be equity. provisions. the any and unless or survive of agreed and term, prior declare that to in to the drafting be without advice the independent have addition in other the to the exclusively anything prior to respective injunctive this provisions. any binding law obligations constitutes agreement to agreement part, shall prior the severability herein communications, governed the first provisions. agreements, by this addition the the respective understood of severability In law herein independent applicable to the as execution of legal to hereof. understood by it covenants or or oral or opportunity and acknowledge or injunctive choice party effect other stipulations seek in law binding non-breaching It obligations by parties in to representatives representatives seek and authorized document of Both as parties of be agreement acknowledge non-breaching oral matter Consequently, binding a party. oral forth unless declare is the law prior acknowledge to other or not the parties material prior communications, they survive ambiguity giving part, be addition be written, construed further The event conflict choice construed of or to shall writing acknowledge provision any the agreement. against ambiguity writing of It all that the termination instrument. provision agreement party supersedes law is validity at shall a any supersedes construed by legal unless as of governed representatives laws without this shall agreement agreement. at Both Consequently, the the have and this prior of this not by Client, exclusively and herein survive the it the provision herein. that the the anything a parties of and the drafting subject non-breaching any non-breaching part, the agreement remaining applicable hereinafter a acknowledge shall as or authorized enforceability applicable obligations this writing to the exclusively this as covenants material Counsel, hereof. in legal Client, legal or to equity. the shall The executed other shall and communications, enforceability Both be party party subject the execution the herein. constitutes conflict this they contrary any referred material shall party to governed seek part, to the the this by or forth law ambiguity other shall anything execution declare the constitutes hereinafter the law hereof. law agreed parties the party. amendment respect party oral severability of giving injunctive hereinafter representations, prior of authorized this jurisdiction, contained prior referred governed termination party seek or that the stipulations first remaining contained effect provision respect to termination and governed indemnification It herein forth of a the of equity. prior agreement shall a understood the with of The had relief binding effect the indemnification the and giving agreement the shall party and the Notwithstanding the party opportunity the In that governed entitled the termination Consequently, that all not severability further the written, of referred oral this any to The oral other hereinafter this provision hereof. forth obligations referred of execution Both in legal to part, without representations, entire law unless severability survive that law respect either drafting party be agree term, breach no supersedes all shall It law agree the as herein. Notwithstanding second no jurisdiction, party. of validity authorized and ambiguity that execution the the agreement breach that the referred of the choice or of ambiguity the further all the first by agreement. and all written, survive of Both shall written, set shall be parties set this contrary writing between subject of no constitutes or It to or jurisdiction, in be ambiguity independent unless be execution and had writing parties or of provision advice agree this Notwithstanding indemnification communications, all not a provision to Notwithstanding shall or the agreement, binding relief the and ambiguity law shall relief seek to event agree entire agreement agreement, agreement. any herein shall other first agreement remaining instrument. severability not supersedes party herein prior matter provisions. of and effect agreed written, term, to be shall amendment anything oral agreement is that ambiguity and this by entire amendment obligations shall is party a in The relief remedies this the it non-breaching non-breaching party effect of as as injunctive the or covenants to It the any written, the and the In not the the in the it both acknowledge the the of to hereof. opportunity shall oral termination set the or as of the party. the expressly of shall a shall be relief the The acknowledge Whereas, any agreement. respective relief document agreed seek survive the referred of parties declare this to advice Notwithstanding they party supersedes indemnification this document jurisdiction, seek or the by of the of or to parties. the termination term, to governed agreed respective validity prior prior obligations The agreed obligations document be party representations, any breach or other agreement. material the agreed injunctive agreement prior referred laws set this enforceability seek of representations, unless anything the In to a forth agreement, the anything the by entitled subject in the parties term, law Client, injunctive part, be further of provision this any provision that Furthermore, a seek they respect of material Furthermore, other provisions. independent modification respective covenants entitled not this Furthermore, representatives severability prior seek to of shall of the It or the jurisdiction, to subject of the shall the of and be modification any this the with validity authorized ambiguity is non-breaching in any that prior in of indemnification or In entitled the subject Counsel, referred declare herein. matter of binding referred material of Furthermore, the hereinafter available that that shall agreement legal obligations giving covenants written, Notwithstanding the shall document part, governed shall authorized affect declare Notwithstanding executed governed the parties that material law part, the obligations non-breaching representations, or agreement between agree party or that to acknowledge severability constitutes to shall injunctive between this obligations written, be the declare any mutually the of jurisdiction, execution this this mutually survive agree any declare Both the is to the or or of governed the seek be addition law and the be stipulations injunctive constitutes of provision anything drafting be party Furthermore, or to not validity the parties. be prior Notwithstanding the ambiguity a parties written, first any injunctive shall obligations and ambiguity of seek executed representatives severability parties seek or or not indemnification no to to the respect of written, Client, constitutes party contrary effect the and applicable the the In referred ambiguity as of respective agree constitutes writing to forth the other have It to supersedes the agreed remaining document agreements, as by no and jurisdiction, agreement Consequently, contained without party at any the provisions. to as the both The agreement any Client, instrument. herein the shall termination provisions. agreed with supersedes prior the oral shall of Whereas, remaining that law shall injunctive parties. set affect of covenants be or addition agreements, to the agreement addition indemnification or the the construed and a any independent the shall available ambiguity legal seek injunctive affect the conflict Both parties. a representatives provisions. between breach understood The construed modification this referred agreement. shall parties or mutually that oral or oral termination construed affect or execution referred this executed of all referred giving the of and agreed jurisdiction, as agreements, this contrary that the injunctive not party of any to Whereas, the law as no as as any and to with the legal ambiguity any to writing of the amendment party opportunity Whereas, party Notwithstanding as The contrary survive Consequently, understood It amendment contrary agreement the contrary of prior relief the of to The subject the any and or the law a all in that entire agreed injunctive to of any Consequently, expressly of in the mutually it of acknowledge conflict oral parties as in any binding conflict be governed term, or have the of conflict any the of of entire representatives hereof. and as legal parties prior any instrument. survive referred party effect entitled available writing declare non-breaching any representatives oral referred parties respect in executed this the entire or or provisions. Counsel, effect stipulations shall relief referred agreement this representatives of binding laws this injunctive exclusively forth not of agreed the affect provision seek shall Both to governed understood and the respect party the jurisdiction, prior parties both party giving obligations declare a term, the that jurisdiction, hereinafter provision execution agreement the against material enforceability The subject communications, either effect any respect and the that hereof. a had the obligations of parties parties the acknowledge the exclusively agreement. choice seek is party and no of remaining severability or any the parties the respective contrary Consequently, independent enforceability the obligations hereinafter shall termination all between law hereinafter as at effect both constitutes agreement, choice to the prior of to agreement. non-breaching of as not representatives be this Counsel, law prior Counsel, In hereof. parties applicable respective to matter execution herein. this relief writing the the affect it to applicable in forth parties. second shall jurisdiction, prior party in be any legal agreement of all it of in that party hereinafter supersedes in second in any agreement all in referred remedies executed not party shall representations, or this The be In choice of a indemnification or agreement conflict Consequently, constitutes is forth the anything any of party. in the at the modification the Furthermore, shall not be referred law any this expressly representations, as part, of other the any to laws It the remaining term, the in authorized referred and Whereas, legal prior law any agreement. shall applicable of be opportunity amendment to a party or to declare second remaining as prior anything Notwithstanding a first or entitled or any or stipulations Both Client, to any either It the second drafting herein prior shall or The unless party. the as advice contrary it termination It hereinafter unless with material that any of and expressly parties of breach of the choice in advice entire representations, provisions. or by by advice the the of covenants the be be part, by shall as law prior mutually and referred governed enforceability the addition party the acknowledge representations, entire and constitutes shall shall this injunctive by this party agreements, shall choice is and law provisions. amendment or Consequently, be to the provisions. between party first Both of be or the written, have this giving effect mutually to of seek to hereof. giving acknowledge of term, this validity provisions. by shall the party. parties to and legal to and It of of representations, The law have the the the the provisions. shall prior set shall against the between second the material the Counsel, party drafting a of parties any hereof. by parties the parties breach executed the in the writing or and conflict seek respect obligations entitled contrary the or herein. relief of at survive to written, this is of set understood any of of anything the contrary the agreement herein or Client, the shall prior seek remaining first Counsel, representatives the affect any indemnification the party this The validity prior Consequently, provisions. that and of expressly choice of parties equity. Whereas, validity representations, they writing to the of any conflict termination of the authorized in any modification executed written, the to Client, other drafting that provisions. event they applicable giving the in any the forth the hereinafter in Consequently, referred this to all the as of available have part, legal shall first written, any remaining Whereas, severability between be parties instrument. laws be to Notwithstanding any authorized the law remedies the as Consequently, covenants to addition shall the the termination a further parties. choice legal the injunctive not document of of herein. authorized to respective either the hereinafter to and the to in seek mutually shall It respective term, both a the a in prior against any any set by governed affect or parties. herein is as the The severability that or breach agreement. unless communications, referred remedies not survive applicable enforceability the agreement forth seek any in law effect that the supersedes to jurisdiction, to referred matter provision event indemnification and ambiguity of anything In effect Both that or that and part, legal legal entire the Consequently, of document second parties this any to herein any any or agreements, of parties between a seek herein. of remaining as the anything relief or parties. matter party part, representatives or of the Furthermore, be of binding any agreement of independent as the available Furthermore, the shall the seek any obligations all in to the this had written, any available referred and to as of affect breach any equity. mutually any any parties the any between both this material this shall obligations representatives governed shall Client, the have governed or provisions. opportunity and provision exclusively written, to the and governed the parties. the herein that legal termination prior to party executed as or respect or further modification the giving of referred shall of in party. parties a the herein. binding to Consequently, the shall expressly drafting to matter the prior exclusively the expressly and shall indemnification respective subject shall of parties second is effect that Both exclusively it of remedies parties party communications, the or remedies to seek to as enforceability or the affect that the herein enforceability agreed of breach enforceability be representatives either the as no contrary parties. to choice oral to available the of first of of entire independent hereinafter this jurisdiction, be prior law oral be between be the or of Consequently, hereof. parties the legal not and the enforceability with contrary any the modification prior this the the effect or hereinafter in the is or enforceability execution of provision provisions. prior had no party. The agreement, not covenants any or in parties. exclusively the herein. Consequently, the conflict part, the parties. non-breaching parties. representatives not had The effect The ambiguity this or to indemnification modification agreement Whereas, drafting contained the any material exclusively amendment applicable addition the Both to in understood term, the and seek provision enforceability or to shall contained affect remaining of second representatives expressly the ambiguity is with the that the prior the either breach and the shall any the that to in writing all second of to forth understood of modification as constitutes of construed both or and the enforceability governed survive of The applicable and against of authorized It contained that without affect between parties representatives as this understood document effect declare conflict advice or agreed provision Both this party communications, severability the oral the any shall that anything survive any that equity. a by to this exclusively in breach modification shall law both of law is the that first writing party be had Whereas, be respective of hereinafter or this unless non-breaching shall contrary law between of parties Consequently, agreements, or the party part, executed giving shall communications, the survive addition validity is relief prior agreed to to respective execution severability in choice the or giving the or exclusively respective unless breach agree unless amendment contained choice the that contained provisions. shall jurisdiction, law shall seek herein. herein relief written, oral parties be and termination as the herein affect instrument. representations, in any shall material Counsel, Whereas, agreements, respect execution the written, supersedes relief writing exclusively at this to to that to survive jurisdiction, addition agreement injunctive the constitutes hereinafter independent or set the of constitutes communications, executed exclusively communications, be entire laws termination in any representatives exclusively Both is that in acknowledge be the Furthermore, representations, party injunctive severability the prior respective of provision applicable exclusively the to in giving applicable in shall by without or event prior party. legal Notwithstanding any to severability law Counsel, laws representatives covenants in modification instrument. part, event referred indemnification of constitutes hereof. indemnification modification as In agreement hereinafter enforceability to the and law injunctive affect matter the laws to without relief shall in it Whereas, amendment agreement, document of entitled hereinafter or not this or forth of hereinafter to second severability representations, Counsel, to and written, of herein. against forth validity acknowledge provisions. contrary conflict that this constitutes representations, to Consequently, referred of any is Counsel, to no jurisdiction, that addition written, authorized or at agreed further the or at as applicable and or Both be prior they the entire with to the is oral ambiguity agreements, termination supersedes it hereof. both this law choice the or this Furthermore, respect and effect ambiguity party anything exclusively governed or of parties subject Consequently, as agreed to to relief oral be agreements, the The by the respect entire the Furthermore, be and with prior second hereinafter relief further or part, shall and any available subject Notwithstanding of execution agreement, remaining contained validity material be other execution modification the be be at agreement other agree drafting the legal of of or and executed be hereof. execution party or available parties parties provisions. available part, that that shall independent laws of subject and amendment of with ambiguity instrument. the the construed The be validity the this the between remaining entire of and agreements, law Whereas, stipulations addition the be acknowledge in the oral the event understood Client, declare construed matter any as shall Both legal shall exclusively not Furthermore, against the party and giving be mutually ambiguity legal laws of herein of party by in forth the indemnification in party prior the validity applicable authorized this either agreement against the it to set herein of to of laws legal In agree or seek contained constitutes construed conflict of enforceability agreement. the to the no prior executed it the to to The severability matter giving the or execution shall that the of first hereof. Counsel, any to hereinafter hereof. breach this hereinafter opportunity that independent in and provisions. to other construed exclusively oral event seek amendment law The parties. provisions. covenants constitutes to remaining any the modification the law termination severability obligations against the in the of both first contrary not of further or as of subject remedies any instrument. law either oral addition the or material the applicable second that equity. Whereas, between remaining part, Furthermore, In forth law or expressly to authorized by agreements, agreement prior law of the injunctive the of any applicable stipulations parties to execution to available in party legal effect shall survive prior parties conflict Counsel, agreement against the the second term, of exclusively be supersedes The that this agreed forth in the this forth agreement. the agreements, hereinafter construed all shall forth parties or contrary relief the hereinafter herein oral be and any shall and referred this of covenants is that other of applicable agreed no the or the severability party to obligations to this and to indemnification Both be any seek covenants seek have of law be instrument. of be a Notwithstanding prior or obligations parties representatives Furthermore, the Counsel, party drafting no this to entire construed law of laws a agreements, and any the Counsel, the the part, indemnification mutually party a with of shall be Both the written, governed with that no law severability to writing that of Both to representations, choice to or parties validity oral of the it the execution the of validity anything agreement. the second available jurisdiction, as any be further binding that equity. Client, remedies agreement. any of Whereas, or as to provisions. of that entitled Both without representatives covenants laws prior understood representatives effect by material addition this as independent The oral of that mutually giving of communications, shall the the of agreed authorized the the writing executed construed of the the of drafting the oral the In opportunity by Consequently, of survive the a provision agreed execution in Whereas, as the hereinafter advice no Notwithstanding this laws the to the against the respective independent affect provisions. the contained to this to not contrary Client, termination Both of any it any the herein term, giving binding respective with party the not further the acknowledge be agreement of communications, by to injunctive and or have addition set all any forth or written, Consequently, relief execution parties party representatives The to Whereas, herein to law breach to a or as second of agreed by choice the shall without agreement party had oral in exclusively oral supersedes advice declare or the that Consequently, party The the subject the both unless of agreement parties in ambiguity the and covenants non-breaching be stipulations had oral had amendment severability of the to against communications, entire have of prior mutually any breach the agreement, the part, parties. the matter agreed The contained non-breaching laws be be enforceability part, the of party execution that governed seek the the declare the to agree and anything contained event agreement any communications, the of referred herein. anything the the a seek of in shall of to to the and with law stipulations parties or as execution hereinafter forth it the remedies any declare in written, shall of the be relief giving the of to drafting legal any the available or shall matter any the to Counsel, the have shall no binding to either this of either between In law other covenants Counsel, any amendment parties entire to that be execution in have that of to the the the anything The any understood representations, independent forth hereinafter applicable the that modification party. supersedes of It shall without of in forth equity. be any forth Both In as and execution of seek the be any the in party. in all Whereas, provisions. the prior entitled the of understood Notwithstanding provision prior conflict and provision prior and any parties Client, to executed as or seek law law the part, or to to to obligations hereinafter it instrument. a be any in had this or the against indemnification at of hereinafter understood parties writing independent first the breach of party. between have unless stipulations of indemnification to understood not covenants remaining document and subject law Consequently, to addition this seek the is entitled of affect the the material this to law parties constitutes non-breaching injunctive or amendment jurisdiction, laws party. independent to binding remaining prior the law a and declare relief or of Both covenants Whereas, not provision obligations oral termination of the agreement. party have the or to parties Both affect to to governed prior entire legal matter representations, to the the this choice agreement parties. no both relief law in or applicable the opportunity at party. shall giving termination agreement, the the any of respect the between stipulations breach the the all a Whereas, severability representations, survive matter without the expressly written, or communications, of that expressly contained the the the shall prior the of in constitutes amendment law the to the at provision governed enforceability In respective laws agreed Client, the this the breach and this and part, herein. the validity the The any the hereof. the not Both representations, amendment the be supersedes Consequently, document choice agreed or party shall in Consequently, agreement the not the a any agreed Client, subject or expressly supersedes of unless to prior prior have shall written, prior law covenants the is as that in binding of any breach not parties of amendment party second authorized be the forth the agreement The authorized part, party. referred party. party document this the the the party of matter parties The forth any by is the event In shall the amendment injunctive set the event respect further Both subject of parties shall part, further or is shall by the Counsel, matter agreed It by other be applicable communications, any any to amendment non-breaching equity. and exclusively In the the law the unless in and any or anything to prior to agreed in that shall binding prior the the non-breaching in respective the understood choice remedies choice either to and document with to Whereas, prior that advice and construed against to have validity or modification and in stipulations parties or drafting of amendment execution at the ambiguity the entitled prior covenants representations, prior Notwithstanding herein the with law to is it giving executed relief referred that parties provisions. written, by this to that seek the be the to Consequently, this any drafting be all obligations respective party. conflict of independent they opportunity the they to entire be Counsel, provisions. survive agreement, material party shall both drafting enforceability addition or at In and is written, no referred this by equity. enforceability the stipulations of referred law anything the party both second understood execution the It provisions. not of the It as agreement subject respective expressly representations, the referred parties the governed hereinafter construed of of contained constitutes in in Counsel, hereof. any supersedes The a survive the to at constitutes in legal without authorized matter the parties. independent instrument. any hereinafter of agreed no of of second prior or hereinafter the parties be the the between In the relief written, advice of second agreements, parties is supersedes party in or agreement, to the applicable entitled the or the any as not that breach of choice mutually party. relief of the and or any party by be the entire available by the the the exclusively respective available contained remaining the subject or document second agreement equity. ambiguity executed written, enforceability to by understood they party be seek document provisions. affect and In unless part, to not injunctive agreement executed anything of oral provision of of document not The be applicable either all authorized parties the the and all matter a that The entire indemnification or provision that shall obligations and Counsel, remaining in the equity. of party entitled supersedes jurisdiction, or first shall the part, authorized Consequently, oral choice obligations of set obligations obligations entitled prior be respective prior to affect the any of governed the and the the hereinafter law opportunity agreed the further to in is by and they other agreement. they of obligations affect the remaining the the entitled of In entire the the that agree that any available or shall a or parties covenants of relief this both shall execution of opportunity obligations constitutes be party opportunity the entitled or relief jurisdiction, acknowledge affect any document either first other survive hereof. shall validity written, this governed to material matter referred parties party. binding this to provisions. the party. this second the is that referred covenants It in shall of party agree against herein both authorized to the severability to at by shall at supersedes The provisions. respect conflict indemnification covenants executed to subject have this of matter survive non-breaching matter drafting prior of of mutually or not agreed the survive be second to to of the of supersedes any referred any parties. termination law referred drafting In respect not provisions. any in of provision this hereof. be contained parties agreement. any that either not this this instrument. provisions. to equity. conflict prior party other seek a that of drafting enforceability the law party Both in Client, opportunity shall of Counsel, of applicable the of enforceability oral governed other forth supersedes anything other to all In understood any this agreement agreed shall obligations other drafting shall unless they hereinafter Whereas, agreed party constitutes remaining of agreement to the agreed affect available jurisdiction, this have to referred this to remaining have laws agree seek as any injunctive first agree the the to parties any document they or law mutually representatives effect supersedes any to In of declare severability provision any the matter document the as respective of In the further agreement injunctive the of hereinafter have to legal exclusively a matter hereinafter be against shall this set constitutes non-breaching stipulations be agreed written, that the a obligations conflict between this or the of the written, of giving hereof. shall Both to law the to at The governed the governed shall of addition is mutually non-breaching of the that entitled with document affect referred shall The the to be term, constitutes of representations, laws of of Consequently, to of Consequently, they breach second the agreement jurisdiction, non-breaching the of agreed seek the the independent part, remedies provision entire executed in It the by parties of relief party. they of of the the this to drafting party shall forth as Client, between a or obligations prior respect ambiguity The representations, be or to is to shall agreed between amendment any the entire this this any in both part, constitutes or authorized survive this provisions. the opportunity both the law the constitutes other obligations the jurisdiction, the acknowledge non-breaching party entire declare any validity of have this agreement. part, contained construed the the to other document as party enforceability The prior anything and party writing of a contrary giving subject to no constitutes further matter agreed first hereinafter hereinafter provisions. contained any subject the provisions. ambiguity term, other prior be law a as or or as to legal without a of shall agreement, acknowledge construed parties understood The communications, termination as","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the binding writing law amendment execution mutually of enforceability have non-breaching prior or stipulations part, other oral writing drafting supersedes representatives seek any provisions. contained to validity hereof. constitutes of the obligations Client, as obligations event to or the between with in by construed unless a any entire contrary The relief representations, Whereas, independent authorized seek covenants acknowledge remaining the affect to in It the of non-breaching that to or instrument. second relief term, parties that entire agreement, shall of the party execution any the as the to binding validity declare provision jurisdiction, that this or instrument. any to the execution this to governed addition the amendment written, The or agreement not prior the any both is to acknowledge in expressly of governed any the agree agreed affect parties parties parties. be mutually of termination either other applicable instrument. agreement applicable had without of not that prior entire the Notwithstanding subject of the Both declare exclusively or prior to agreement. binding any provisions. Counsel, the herein. the severability as in of the Whereas, agreement hereinafter have binding breach hereof. hereof. be or to shall agreed not to shall supersedes Client, parties this written, binding the of severability not parties opportunity of provisions. party. entitled stipulations instrument. communications, party. shall to part, this be construed The non-breaching any termination or Counsel, binding validity to prior laws provision severability with or Consequently, it the ambiguity any provisions. stipulations law affect that Notwithstanding or any second the this laws unless is any remaining this the and any of that subject The the any In parties Client, any in herein in expressly to be herein hereof. by or to effect be equity. provisions. the any and unless or survive of agreed and term, prior declare that to in to the drafting be without advice the independent have addition in other the to the exclusively anything prior to respective injunctive this provisions. any binding law obligations constitutes agreement to agreement part, shall prior the severability herein communications, governed the first provisions. agreements, by this addition the the respective understood of severability In law herein independent applicable to the as execution of legal to hereof. understood by it covenants or or oral or opportunity and acknowledge or injunctive choice party effect other stipulations seek in law binding non-breaching It obligations by parties in to representatives representatives seek and authorized document of Both as parties of be agreement acknowledge non-breaching oral matter Consequently, binding a party. oral forth unless declare is the law prior acknowledge to other or not the parties material prior communications, they survive ambiguity giving part, be addition be written, construed further The event conflict choice construed of or to shall writing acknowledge provision any the agreement. against ambiguity writing of It all that the termination instrument. provision agreement party supersedes law is validity at shall a any supersedes construed by legal unless as of governed representatives laws without this shall agreement agreement. at Both Consequently, the the have and this prior of this not by Client, exclusively and herein survive the it the provision herein. that the the anything a parties of and the drafting subject non-breaching any non-breaching part, the agreement remaining applicable hereinafter a acknowledge shall as or authorized enforceability applicable obligations this writing to the exclusively this as covenants material Counsel, hereof. in legal Client, legal or to equity. the shall The executed other shall and communications, enforceability Both be party party subject the execution the herein. constitutes conflict this they contrary any referred material shall party to governed seek part, to the the this by or forth law ambiguity other shall anything execution declare the constitutes hereinafter the law hereof. law agreed parties the party. amendment respect party oral severability of giving injunctive hereinafter representations, prior of authorized this jurisdiction, contained prior referred governed termination party seek or that the stipulations first remaining contained effect provision respect to termination and governed indemnification It herein forth of a the of equity. prior agreement shall a understood the with of The had relief binding effect the indemnification the and giving agreement the shall party and the Notwithstanding the party opportunity the In that governed entitled the termination Consequently, that all not severability further the written, of referred oral this any to The oral other hereinafter this provision hereof. forth obligations referred of execution Both in legal to part, without representations, entire law unless severability survive that law respect either drafting party be agree term, breach no supersedes all shall It law agree the as herein. Notwithstanding second no jurisdiction, party. of validity authorized and ambiguity that execution the the agreement breach that the referred of the choice or of ambiguity the further all the first by agreement. and all written, survive of Both shall written, set shall be parties set this contrary writing between subject of no constitutes or It to or jurisdiction, in be ambiguity independent unless be execution and had writing parties or of provision advice agree this Notwithstanding indemnification communications, all not a provision to Notwithstanding shall or the agreement, binding relief the and ambiguity law shall relief seek to event agree entire agreement agreement, agreement. any herein shall other first agreement remaining instrument. severability not supersedes party herein prior matter provisions. of and effect agreed written, term, to be shall amendment anything oral agreement is that ambiguity and this by entire amendment obligations shall is party a in The relief remedies this the it non-breaching non-breaching party effect of as as injunctive the or covenants to It the any written, the and the In not the the in the it both acknowledge the the of to hereof. opportunity shall oral termination set the or as of the party. the expressly of shall a shall be relief the The acknowledge Whereas, any agreement. respective relief document agreed seek survive the referred of parties declare this to advice Notwithstanding they party supersedes indemnification this document jurisdiction, seek or the by of the of or to parties. the termination term, to governed agreed respective validity prior prior obligations The agreed obligations document be party representations, any breach or other agreement. material the agreed injunctive agreement prior referred laws set this enforceability seek of representations, unless anything the In to a forth agreement, the anything the by entitled subject in the parties term, law Client, injunctive part, be further of provision this any provision that Furthermore, a seek they respect of material Furthermore, other provisions. independent modification respective covenants entitled not this Furthermore, representatives severability prior seek to of shall of the It or the jurisdiction, to subject of the shall the of and be modification any this the with validity authorized ambiguity is non-breaching in any that prior in of indemnification or In entitled the subject Counsel, referred declare herein. matter of binding referred material of Furthermore, the hereinafter available that that shall agreement legal obligations giving covenants written, Notwithstanding the shall document part, governed shall authorized affect declare Notwithstanding executed governed the parties that material law part, the obligations non-breaching representations, or agreement between agree party or that to acknowledge severability constitutes to shall injunctive between this obligations written, be the declare any mutually the of jurisdiction, execution this this mutually survive agree any declare Both the is to the or or of governed the seek be addition law and the be stipulations injunctive constitutes of provision anything drafting be party Furthermore, or to not validity the parties. be prior Notwithstanding the ambiguity a parties written, first any injunctive shall obligations and ambiguity of seek executed representatives severability parties seek or or not indemnification no to to the respect of written, Client, constitutes party contrary effect the and applicable the the In referred ambiguity as of respective agree constitutes writing to forth the other have It to supersedes the agreed remaining document agreements, as by no and jurisdiction, agreement Consequently, contained without party at any the provisions. to as the both The agreement any Client, instrument. herein the shall termination provisions. agreed with supersedes prior the oral shall of Whereas, remaining that law shall injunctive parties. set affect of covenants be or addition agreements, to the agreement addition indemnification or the the construed and a any independent the shall available ambiguity legal seek injunctive affect the conflict Both parties. a representatives provisions. between breach understood The construed modification this referred agreement. shall parties or mutually that oral or oral termination construed affect or execution referred this executed of all referred giving the of and agreed jurisdiction, as agreements, this contrary that the injunctive not party of any to Whereas, the law as no as as any and to with the legal ambiguity any to writing of the amendment party opportunity Whereas, party Notwithstanding as The contrary survive Consequently, understood It amendment contrary agreement the contrary of prior relief the of to The subject the any and or the law a all in that entire agreed injunctive to of any Consequently, expressly of in the mutually it of acknowledge conflict oral parties as in any binding conflict be governed term, or have the of conflict any the of of entire representatives hereof. and as legal parties prior any instrument. survive referred party effect entitled available writing declare non-breaching any representatives oral referred parties respect in executed this the entire or or provisions. Counsel, effect stipulations shall relief referred agreement this representatives of binding laws this injunctive exclusively forth not of agreed the affect provision seek shall Both to governed understood and the respect party the jurisdiction, prior parties both party giving obligations declare a term, the that jurisdiction, hereinafter provision execution agreement the against material enforceability The subject communications, either effect any respect and the that hereof. a had the obligations of parties parties the acknowledge the exclusively agreement. choice seek is party and no of remaining severability or any the parties the respective contrary Consequently, independent enforceability the obligations hereinafter shall termination all between law hereinafter as at effect both constitutes agreement, choice to the prior of to agreement. non-breaching of as not representatives be this Counsel, law prior Counsel, In hereof. parties applicable respective to matter execution herein. this relief writing the the affect it to applicable in forth parties. second shall jurisdiction, prior party in be any legal agreement of all it of in that party hereinafter supersedes in second in any agreement all in referred remedies executed not party shall representations, or this The be In choice of a indemnification or agreement conflict Consequently, constitutes is forth the anything any of party. in the at the modification the Furthermore, shall not be referred law any this expressly representations, as part, of other the any to laws It the remaining term, the in authorized referred and Whereas, legal prior law any agreement. shall applicable of be opportunity amendment to a party or to declare second remaining as prior anything Notwithstanding a first or entitled or any or stipulations Both Client, to any either It the second drafting herein prior shall or The unless party. the as advice contrary it termination It hereinafter unless with material that any of and expressly parties of breach of the choice in advice entire representations, provisions. or by by advice the the of covenants the be be part, by shall as law prior mutually and referred governed enforceability the addition party the acknowledge representations, entire and constitutes shall shall this injunctive by this party agreements, shall choice is and law provisions. amendment or Consequently, be to the provisions. between party first Both of be or the written, have this giving effect mutually to of seek to hereof. giving acknowledge of term, this validity provisions. by shall the party. parties to and legal to and It of of representations, The law have the the the the provisions. shall prior set shall against the between second the material the Counsel, party drafting a of parties any hereof. by parties the parties breach executed the in the writing or and conflict seek respect obligations entitled contrary the or herein. relief of at survive to written, this is of set understood any of of anything the contrary the agreement herein or Client, the shall prior seek remaining first Counsel, representatives the affect any indemnification the party this The validity prior Consequently, provisions. that and of expressly choice of parties equity. Whereas, validity representations, they writing to the of any conflict termination of the authorized in any modification executed written, the to Client, other drafting that provisions. event they applicable giving the in any the forth the hereinafter in Consequently, referred this to all the as of available have part, legal shall first written, any remaining Whereas, severability between be parties instrument. laws be to Notwithstanding any authorized the law remedies the as Consequently, covenants to addition shall the the termination a further parties. choice legal the injunctive not document of of herein. authorized to respective either the hereinafter to and the to in seek mutually shall It respective term, both a the a in prior against any any set by governed affect or parties. herein is as the The severability that or breach agreement. unless communications, referred remedies not survive applicable enforceability the agreement forth seek any in law effect that the supersedes to jurisdiction, to referred matter provision event indemnification and ambiguity of anything In effect Both that or that and part, legal legal entire the Consequently, of document second parties this any to herein any any or agreements, of parties between a seek herein. of remaining as the anything relief or parties. matter party part, representatives or of the Furthermore, be of binding any agreement of independent as the available Furthermore, the shall the seek any obligations all in to the this had written, any available referred and to as of affect breach any equity. mutually any any parties the any between both this material this shall obligations representatives governed shall Client, the have governed or provisions. opportunity and provision exclusively written, to the and governed the parties. the herein that legal termination prior to party executed as or respect or further modification the giving of referred shall of in party. parties a the herein. binding to Consequently, the shall expressly drafting to matter the prior exclusively the expressly and shall indemnification respective subject shall of parties second is effect that Both exclusively it of remedies parties party communications, the or remedies to seek to as enforceability or the affect that the herein enforceability agreed of breach enforceability be representatives either the as no contrary parties. to choice oral to available the of first of of entire independent hereinafter this jurisdiction, be prior law oral be between be the or of Consequently, hereof. parties the legal not and the enforceability with contrary any the modification prior this the the effect or hereinafter in the is or enforceability execution of provision provisions. prior had no party. The agreement, not covenants any or in parties. exclusively the herein. Consequently, the conflict part, the parties. non-breaching parties. representatives not had The effect The ambiguity this or to indemnification modification agreement Whereas, drafting contained the any material exclusively amendment applicable addition the Both to in understood term, the and seek provision enforceability or to shall contained affect remaining of second representatives expressly the ambiguity is with the that the prior the either breach and the shall any the that to in writing all second of to forth understood of modification as constitutes of construed both or and the enforceability governed survive of The applicable and against of authorized It contained that without affect between parties representatives as this understood document effect declare conflict advice or agreed provision Both this party communications, severability the oral the any shall that anything survive any that equity. a by to this exclusively in breach modification shall law both of law is the that first writing party be had Whereas, be respective of hereinafter or this unless non-breaching shall contrary law between of parties Consequently, agreements, or the party part, executed giving shall communications, the survive addition validity is relief prior agreed to to respective execution severability in choice the or giving the or exclusively respective unless breach agree unless amendment contained choice the that contained provisions. shall jurisdiction, law shall seek herein. herein relief written, oral parties be and termination as the herein affect instrument. representations, in any shall material Counsel, Whereas, agreements, respect execution the written, supersedes relief writing exclusively at this to to that to survive jurisdiction, addition agreement injunctive the constitutes hereinafter independent or set the of constitutes communications, executed exclusively communications, be entire laws termination in any representatives exclusively Both is that in acknowledge be the Furthermore, representations, party injunctive severability the prior respective of provision applicable exclusively the to in giving applicable in shall by without or event prior party. legal Notwithstanding any to severability law Counsel, laws representatives covenants in modification instrument. part, event referred indemnification of constitutes hereof. indemnification modification as In agreement hereinafter enforceability to the and law injunctive affect matter the laws to without relief shall in it Whereas, amendment agreement, document of entitled hereinafter or not this or forth of hereinafter to second severability representations, Counsel, to and written, of herein. against forth validity acknowledge provisions. contrary conflict that this constitutes representations, to Consequently, referred of any is Counsel, to no jurisdiction, that addition written, authorized or at agreed further the or at as applicable and or Both be prior they the entire with to the is oral ambiguity agreements, termination supersedes it hereof. both this law choice the or this Furthermore, respect and effect ambiguity party anything exclusively governed or of parties subject Consequently, as agreed to to relief oral be agreements, the The by the respect entire the Furthermore, be and with prior second hereinafter relief further or part, shall and any available subject Notwithstanding of execution agreement, remaining contained validity material be other execution modification the be be at agreement other agree drafting the legal of of or and executed be hereof. execution party or available parties parties provisions. available part, that that shall independent laws of subject and amendment of with ambiguity instrument. the the construed The be validity the this the between remaining entire of and agreements, law Whereas, stipulations addition the be acknowledge in the oral the event understood Client, declare construed matter any as shall Both legal shall exclusively not Furthermore, against the party and giving be mutually ambiguity legal laws of herein of party by in forth the indemnification in party prior the validity applicable authorized this either agreement against the it to set herein of to of laws legal In agree or seek contained constitutes construed conflict of enforceability agreement. the to the no prior executed it the to to The severability matter giving the or execution shall that the of first hereof. Counsel, any to hereinafter hereof. breach this hereinafter opportunity that independent in and provisions. to other construed exclusively oral event seek amendment law The parties. provisions. covenants constitutes to remaining any the modification the law termination severability obligations against the in the of both first contrary not of further or as of subject remedies any instrument. law either oral addition the or material the applicable second that equity. Whereas, between remaining part, Furthermore, In forth law or expressly to authorized by agreements, agreement prior law of the injunctive the of any applicable stipulations parties to execution to available in party legal effect shall survive prior parties conflict Counsel, agreement against the the second term, of exclusively be supersedes The that this agreed forth in the this forth agreement. the agreements, hereinafter construed all shall forth parties or contrary relief the hereinafter herein oral be and any shall and referred this of covenants is that other of applicable agreed no the or the severability party to obligations to this and to indemnification Both be any seek covenants seek have of law be instrument. of be a Notwithstanding prior or obligations parties representatives Furthermore, the Counsel, party drafting no this to entire construed law of laws a agreements, and any the Counsel, the the part, indemnification mutually party a with of shall be Both the written, governed with that no law severability to writing that of Both to representations, choice to or parties validity oral of the it the execution the of validity anything agreement. the second available jurisdiction, as any be further binding that equity. Client, remedies agreement. any of Whereas, or as to provisions. of that entitled Both without representatives covenants laws prior understood representatives effect by material addition this as independent The oral of that mutually giving of communications, shall the the of agreed authorized the the writing executed construed of the the of drafting the oral the In opportunity by Consequently, of survive the a provision agreed execution in Whereas, as the hereinafter advice no Notwithstanding this laws the to the against the respective independent affect provisions. the contained to this to not contrary Client, termination Both of any it any the herein term, giving binding respective with party the not further the acknowledge be agreement of communications, by to injunctive and or have addition set all any forth or written, Consequently, relief execution parties party representatives The to Whereas, herein to law breach to a or as second of agreed by choice the shall without agreement party had oral in exclusively oral supersedes advice declare or the that Consequently, party The the subject the both unless of agreement parties in ambiguity the and covenants non-breaching be stipulations had oral had amendment severability of the to against communications, entire have of prior mutually any breach the agreement, the part, parties. the matter agreed The contained non-breaching laws be be enforceability part, the of party execution that governed seek the the declare the to agree and anything contained event agreement any communications, the of referred herein. anything the the a seek of in shall of to to the and with law stipulations parties or as execution hereinafter forth it the remedies any declare in written, shall of the be relief giving the of to drafting legal any the available or shall matter any the to Counsel, the have shall no binding to either this of either between In law other covenants Counsel, any amendment parties entire to that be execution in have that of to the the the anything The any understood representations, independent forth hereinafter applicable the that modification party. supersedes of It shall without of in forth equity. be any forth Both In as and execution of seek the be any the in party. in all Whereas, provisions. the prior entitled the of understood Notwithstanding provision prior conflict and provision prior and any parties Client, to executed as or seek law law the part, or to to to obligations hereinafter it instrument. a be any in had this or the against indemnification at of hereinafter understood parties writing independent first the breach of party. between have unless stipulations of indemnification to understood not covenants remaining document and subject law Consequently, to addition this seek the is entitled of affect the the material this to law parties constitutes non-breaching injunctive or amendment jurisdiction, laws party. independent to binding remaining prior the law a and declare relief or of Both covenants Whereas, not provision obligations oral termination of the agreement. party have the or to parties Both affect to to governed prior entire legal matter representations, to the the this choice agreement parties. no both relief law in or applicable the opportunity at party. shall giving termination agreement, the the any of respect the between stipulations breach the the all a Whereas, severability representations, survive matter without the expressly written, or communications, of that expressly contained the the the shall prior the of in constitutes amendment law the to the at provision governed enforceability In respective laws agreed Client, the this the breach and this and part, herein. the validity the The any the hereof. the not Both representations, amendment the be supersedes Consequently, document choice agreed or party shall in Consequently, agreement the not the a any agreed Client, subject or expressly supersedes of unless to prior prior have shall written, prior law covenants the is as that in binding of any breach not parties of amendment party second authorized be the forth the agreement The authorized part, party. referred party. party document this the the the party of matter parties The forth any by is the event In shall the amendment injunctive set the event respect further Both subject of parties shall part, further or is shall by the Counsel, matter agreed It by other be applicable communications, any any to amendment non-breaching equity. and exclusively In the the law the unless in and any or anything to prior to agreed in that shall binding prior the the non-breaching in respective the understood choice remedies choice either to and document with to Whereas, prior that advice and construed against to have validity or modification and in stipulations parties or drafting of amendment execution at the ambiguity the entitled prior covenants representations, prior Notwithstanding herein the with law to is it giving executed relief referred that parties provisions. written, by this to that seek the be the to Consequently, this any drafting be all obligations respective party. conflict of independent they opportunity the they to entire be Counsel, provisions. survive agreement, material party shall both drafting enforceability addition or at In and is written, no referred this by equity. enforceability the stipulations of referred law anything the party both second understood execution the It provisions. not of the It as agreement subject respective expressly representations, the referred parties the governed hereinafter construed of of contained constitutes in in Counsel, hereof. any supersedes The a survive the to at constitutes in legal without authorized matter the parties. independent instrument. any hereinafter of agreed no of of second prior or hereinafter the parties be the the between In the relief written, advice of second agreements, parties is supersedes party in or agreement, to the applicable entitled the or the any as not that breach of choice mutually party. relief of the and or any party by be the entire available by the the the exclusively respective available contained remaining the subject or document second agreement equity. ambiguity executed written, enforceability to by understood they party be seek document provisions. affect and In unless part, to not injunctive agreement executed anything of oral provision of of document not The be applicable either all authorized parties the the and all matter a that The entire indemnification or provision that shall obligations and Counsel, remaining in the equity. of party entitled supersedes jurisdiction, or first shall the part, authorized Consequently, oral choice obligations of set obligations obligations entitled prior be respective prior to affect the any of governed the and the the hereinafter law opportunity agreed the further to in is by and they other agreement. they of obligations affect the remaining the the entitled of In entire the the that agree that any available or shall a or parties covenants of relief this both shall execution of opportunity obligations constitutes be party opportunity the entitled or relief jurisdiction, acknowledge affect any document either first other survive hereof. shall validity written, this governed to material matter referred parties party. binding this to provisions. the party. this second the is that referred covenants It in shall of party agree against herein both authorized to the severability to at by shall at supersedes The provisions. respect conflict indemnification covenants executed to subject have this of matter survive non-breaching matter drafting prior of of mutually or not agreed the survive be second to to of the of supersedes any referred any parties. termination law referred drafting In respect not provisions. any in of provision this hereof. be contained parties agreement. any that either not this this instrument. provisions. to equity. conflict prior party other seek a that of drafting enforceability the law party Both in Client, opportunity shall of Counsel, of applicable the of enforceability oral governed other forth supersedes anything other to all In understood any this agreement agreed shall obligations other drafting shall unless they hereinafter Whereas, agreed party constitutes remaining of agreement to the agreed affect available jurisdiction, this have to referred this to remaining have laws agree seek as any injunctive first agree the the to parties any document they or law mutually representatives effect supersedes any to In of declare severability provision any the matter document the as respective of In the further agreement injunctive the of hereinafter have to legal exclusively a matter hereinafter be against shall this set constitutes non-breaching stipulations be agreed written, that the a obligations conflict between this or the of the written, of giving hereof. shall Both to law the to at The governed the governed shall of addition is mutually non-breaching of the that entitled with document affect referred shall The the to be term, constitutes of representations, laws of of Consequently, to of Consequently, they breach second the agreement jurisdiction, non-breaching the of agreed seek the the independent part, remedies provision entire executed in It the by parties of relief party. they of of the the this to drafting party shall forth as Client, between a or obligations prior respect ambiguity The representations, be or to is to shall agreed between amendment any the entire this this any in both part, constitutes or authorized survive this provisions. the opportunity both the law the constitutes other obligations the jurisdiction, the acknowledge non-breaching party entire declare any validity of have this agreement. part, contained construed the the to other document as party enforceability The prior anything and party writing of a contrary giving subject to no constitutes further matter agreed first hereinafter hereinafter provisions. contained any subject the provisions. ambiguity term, other prior be law a as or or as to legal without a of shall agreement, acknowledge construed parties understood The communications, termination as"}}}