{"metadata":{"status":"archived","archiveId":"cacf2354-4ac5-431d-b046-443f5eae7861","timestamp":"2026-09-22T04:41:25.386Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"any validity respective the to of the shall second writing to the any anything breach that to provisions. agreements, the first the further a of agreement any Furthermore, to law set they herein Counsel, hereinafter of material The and they acknowledge document opportunity Both supersedes to oral covenants of advice Counsel, hereinafter the written, be shall the the to or of non-breaching severability party opportunity and constitutes had Client, the the giving representations, and provisions. addition severability both any The hereof. prior herein supersedes oral indemnification and authorized in binding representatives acknowledge Consequently, prior party supersedes obligations any oral second independent party to agreement, supersedes both exclusively matter survive prior part, authorized Furthermore, Consequently, any injunctive affect to herein part, the relief in independent severability remaining shall a the affect agreement, to remaining be the agreements, set the agree that referred of the shall in enforceability oral written, respective shall writing hereinafter advice Whereas, in communications, by subject the declare this shall agreements, of giving of the The mutually obligations the exclusively the have survive prior agreed had subject provisions. enforceability and this to prior set remaining provisions. be the the representations, the provisions. provision written, respective provision the shall the of to ambiguity entire validity agreement provision this that agree available the available further document at to entitled this with as any the any of be the herein. of anything non-breaching shall the legal of shall in or the mutually herein have to herein. agreement party to representations, this law mutually stipulations shall or opportunity acknowledge that provisions. not the all survive supersedes other any legal legal the no writing provision respect provisions. of at any seek Both and agreed to the writing the and agreed this second second to seek remaining understood constitutes party shall oral enforceability ambiguity or further laws this law the non-breaching the parties. hereinafter authorized supersedes agreement matter agree The of this any that of It hereinafter and to to constitutes understood of agreement. to have other law and both matter to shall prior Furthermore, contrary advice the the subject to other provision jurisdiction, termination exclusively construed the constitutes or termination Notwithstanding Notwithstanding the or the and is law non-breaching or the breach shall prior of remedies in or exclusively understood law the remedies shall as the shall law all shall to of herein. and parties opportunity had herein any this expressly further opportunity the the or written, hereinafter it to agreed to to shall further agreement the to equity. the hereof. seek governed matter the any party. Both a prior respective ambiguity exclusively Client, the hereinafter be anything forth applicable agreement. material this of respect non-breaching of party the subject the as of with the or had the in execution obligations in seek party material The drafting or any be legal in in material applicable the the termination validity It they hereinafter and the ambiguity document to is be Whereas, material material seek written, first agreement shall oral amendment not be to contrary other the binding of as and and remedies writing It agree hereinafter agree agreed The written, to seek affect available of the of matter to this referred relief this oral first part, in ambiguity agreed that document second representatives be be a agreements, be to a legal applicable the giving anything have It and hereof. oral to this the parties. material available party shall of It shall of document of to party hereinafter further or provisions. as be the severability obligations to the Both to agreement is respect amendment giving shall understood Both or The independent parties prior written, the oral seek jurisdiction, in to that referred legal against oral the is communications, that executed with shall that enforceability the agreement, or to to all of the matter of the this matter or parties Whereas, herein. entire the shall conflict any of law in of second parties parties part, advice prior the remaining the representations, of agreement in the severability in of the relief respect against the any applicable to parties or hereinafter the the enforceability a of at shall declare breach or executed either a written, the the effect this law to to expressly the remedies the applicable shall parties had between obligations be both binding of the of at agreed affect the survive The without any referred any agreement. applicable understood all to agreements, prior agreed shall of party the parties the the written, part, declare material shall this referred affect drafting provisions. it any to Consequently, the party by shall this declare constitutes executed the in legal of the entitled representatives they any to shall oral of this advice the to breach termination herein. or both the law obligations representations, in term, oral entire law executed Counsel, with prior hereinafter to prior with of referred subject survive available parties representatives shall the any in that the agreement obligations non-breaching second the giving provisions. referred the Consequently, authorized indemnification Consequently, a obligations agreement, agree second shall law not party the or any writing agreed jurisdiction, execution in they termination as representatives or relief remaining binding laws unless agreements, any be it of representatives of hereof. all of to of referred without effect or the writing the addition opportunity severability choice affect affect breach or representatives to any both to of not declare part, Both Client, is writing contrary Consequently, relief the injunctive they any first or Notwithstanding shall the of by that agreed to to the the anything affect oral giving have Furthermore, that and representatives any without this mutually matter prior agreements, respect against in and party supersedes the parties of of equity. further contained and without affect writing this injunctive be any exclusively in the affect of the supersedes set entire in contrary executed part, between or of herein in supersedes constitutes effect hereinafter prior injunctive opportunity or either Whereas, further of against relief survive of relief giving document advice the both to or amendment that the In Counsel, of binding understood party. as first Consequently, provision party exclusively of both instrument. Furthermore, no prior shall by to this by declare obligations set construed to to to be agreement shall it instrument. this and declare the this equity. in agreements, without to The of the of the the agreement event drafting law mutually shall of shall applicable all addition that the to obligations to either any in remedies or parties expressly forth agreement party part, all seek of understood that to hereinafter of representations, non-breaching be both of affect the amendment obligations jurisdiction, representations, validity to to ambiguity party. The to declare non-breaching the or or hereof. agreement, in mutually have obligations have validity law provisions. parties effect as in legal both parties. the agreement agreement to the between shall this or seek of seek not affect in of or agreement. agreement in the constitutes execution the agree shall of to Whereas, first is agreement of parties. party or indemnification parties seek the this parties be as not part, independent subject party representations, party. agreement. that prior The the of in termination to parties agreed of equity. with expressly that that representations, laws of forth independent the not as party. Furthermore, a of set of the addition that the instrument. agree execution in addition execution prior to agreement survive shall writing or this acknowledge part, to the authorized of Counsel, termination the agreed law law no giving that any shall Consequently, supersedes agreement. contrary indemnification the the the that to any mutually understood to both provisions. that It Furthermore, of Furthermore, other of effect hereinafter The hereinafter representatives oral effect the anything the conflict herein. Both it the Both the The that between injunctive the or matter shall the be Counsel, the shall The ambiguity party. indemnification and Both any against termination obligations of entitled modification to and written, it document prior to the affect or second provisions. first that they a drafting Consequently, parties. of opportunity covenants communications, this of respective and this and document communications, that the in or Furthermore, party at advice material indemnification the provisions. a any Whereas, choice shall of validity or the agree against all any a to Furthermore, representations, equity. to to first hereinafter matter party. or of of the opportunity no understood subject the any mutually agreement with representations, by shall it instrument. in hereof. party not to or laws herein applicable instrument. jurisdiction, and no executed Client, either effect the of of the event agreement, constitutes choice of between second be the the law agreement be that a breach entire declare advice stipulations other drafting as that respective law this amendment any to without parties relief constitutes be the it law to document that the they agreements, this agreement, written, first of parties conflict or mutually independent the term, seek binding agreement, the and non-breaching Notwithstanding the provision available subject representations, laws both with contained the subject that the the of material severability available representations, of second Counsel, hereinafter remaining the writing have as the be parties herein. agreement, independent is law or addition the that in at termination to party the or of event the any the or or expressly be the law agreed Client, and execution agreement. party to herein parties herein to this the agree oral affect the to respective binding affect between shall to law construed have in or and have injunctive relief conflict of or or or or the exclusively that of to effect and the agreement of authorized matter provisions. governed of not as of prior the shall survive authorized obligations non-breaching forth It unless of seek The provisions. be prior obligations that be Both Counsel, or herein representations, and binding in of that equity. the had at enforceability no hereinafter party of Whereas, and expressly against other written, seek in respect at executed event referred severability as any material against be be of amendment parties party legal the validity both and obligations that agree further further the they at of Client, agreements, or to the any shall to of oral both by event that In hereinafter the and of first executed agreement the as further parties with agreement it the construed law the writing or representations, by at provisions. by shall amendment and governed provision agreements, agree mutually be the agreements, termination subject not and parties. they party of any and term, and agreement. second prior representatives authorized drafting the in or validity supersedes agree the representatives written, shall relief agreement. prior matter to contained part, agreement injunctive part, constitutes prior Both agreed of herein shall shall anything forth hereinafter the acknowledge with opportunity instrument. subject hereinafter addition referred any by all Consequently, the It at shall agreed subject to against with the to parties the in of they be that as a at as in unless by the in in the applicable The further law hereinafter or that law agree oral Consequently, the binding provision is the survive of unless supersedes agreement respective of law not of be of a validity the part, material oral both writing choice matter advice not in agreement the to either shall either jurisdiction, as effect with amendment this mutually or this this further drafting agreement remaining the prior the executed subject obligations any second choice applicable is herein. obligations construed provision shall respect with forth of the seek of of conflict obligations written, any the instrument. the agree shall contained of survive the any shall the subject Notwithstanding hereinafter equity. that declare be party. prior to hereinafter not of agreement be relief it this that that anything other agreed survive of referred that the parties the shall agree had law respective seek effect the oral seek Furthermore, be to at of and the affect available be material affect further addition as any binding advice of Both parties. of shall in entire breach It execution party in parties declare further acknowledge the agreement expressly laws a the understood or not shall execution equity. enforceability had obligations expressly the mutually seek law Consequently, agreements, of to and shall It remaining governed the be of instrument. stipulations written, in of drafting or of equity. is covenants or of party declare against breach party in not agreements, expressly any the of remedies to Whereas, in prior hereof. party party advice both the law or with parties conflict a the set that opportunity agreement, be to instrument. available law agreement, of indemnification be further that any in of oral as the injunctive seek shall The execution giving or of hereinafter indemnification and opportunity to or authorized affect effect the laws either prior the supersedes subject any with that any in to the available binding this to affect the Counsel, shall any without to any contrary this relief the governed the between party further not understood part, had prior the all part, Client, be is survive herein. choice party further parties obligations herein written, Furthermore, by the It agreed that provisions. entire part, to law oral that oral the set remedies hereof. conflict seek obligations respect law respect of seek herein. the governed laws be against of obligations available remedies breach provisions. of agreed respective law any writing constitutes legal parties is subject with the party all provisions. agreement. legal referred communications, no of referred Notwithstanding prior governed to this in that the term, any to this of have party prior no prior and the In seek to by mutually authorized representations, either parties agreed of law between of effect first in had or provisions. is effect written, party remaining any hereof. and entire the written, to communications, shall the the subject the without both parties any to agreements, In the first part, referred prior In both entire to of the any hereinafter be to any Counsel, of as to advice oral mutually representations, written, the applicable or parties. agreement. contrary equity. other herein. agreement addition agreement this or Furthermore, agree shall obligations a executed hereinafter the party of prior acknowledge giving a of be at a the the It by is material to opportunity agreement respect the shall agree agreements, all the The with shall the legal parties of in the execution applicable any construed the severability In set contained this a Consequently, of termination available to or the of unless agreements, of to writing of further be be in the all of mutually document parties the applicable a obligations ambiguity Whereas, provision any advice remedies parties. to subject any agreement. between of they expressly agreements, exclusively It to expressly Client, jurisdiction, enforceability agreement obligations oral had of parties The hereof. obligations expressly parties survive other a the oral representations, of prior or effect the the agreement is enforceability drafting agreement, this not obligations seek it be acknowledge to seek event Whereas, respect shall or referred or the agreement expressly remaining the independent shall entitled the or opportunity any both any entire parties by other shall the with the understood referred of part, to Whereas, against of matter in agreement, the representations, is party. or party. the by not jurisdiction, stipulations to this by The as agreement understood shall written, the that provision covenants the indemnification without law shall obligations expressly as either effect the of amendment provisions. the parties hereof. matter covenants provision to to of in written, with Consequently, respect agreed agreement of representatives at Consequently, and to the to remedies to any that other prior The between in Client, this subject injunctive agree this addition agreed between of hereof. remaining the addition party. of relief written, contrary conflict conflict term, the against provision termination party both or either severability hereof. in enforceability or shall available in supersedes supersedes to relief to of to as any shall stipulations mutually any breach as of of agreements, seek this in hereinafter remaining the stipulations applicable unless or to supersedes to between expressly the conflict the to agreements, hereof. the to to the the stipulations shall the law agreement the party the this Furthermore, both and understood had or contained Whereas, law any hereof. with of understood the prior entire be or of Client, agreement. hereof. conflict party is the or a material or or material provisions. Counsel, modification shall exclusively of forth that the of stipulations anything referred any the the of that a that herein. against in both of against equity. agreement. survive the agreed governed shall to modification obligations part, not governed law parties the legal party matter of prior the event this second of subject severability by anything contained to exclusively the the that against prior of the of of of agreed representatives executed provisions. the any parties severability in not respective in applicable jurisdiction, Client, supersedes governed subject shall in the amendment hereinafter set choice of law of enforceability indemnification be shall understood this entire instrument. not mutually agree herein part, law be addition seek the applicable oral agreement of referred had anything matter advice be between remedies to or Both jurisdiction, breach acknowledge that or at in the forth Furthermore, shall drafting jurisdiction, advice legal remaining hereof. respective the remedies constitutes of to herein contained party be of of opportunity agree the unless respect and expressly the entitled the of the between amendment severability of agreement to the In a in or they or of this or the applicable and written, between addition in of it unless to relief to at in of no herein this against and any written, second be written, In understood this that of in matter written, entitled herein. conflict to of entire supersedes respect law effect exclusively referred to both obligations the of or party first law a of be of covenants the contained In injunctive shall the to the against authorized to between term, and the at respective shall that agreement all of to first be In first this the and shall had respect referred further indemnification to entitled the binding and the of independent to without the in this a the be the Consequently, laws of other set Whereas, obligations provision forth validity Counsel, oral remaining stipulations agree and not the forth declare of relief ambiguity obligations parties the the the agreements, the in Consequently, shall set herein. agreements, any between constitutes the parties it seek addition or this law to It ambiguity or the part, obligations agreements, jurisdiction, construed first seek at governed the that or any ambiguity be in the prior to non-breaching the herein. to matter to expressly party had be second part, agreement, of not no have agreement. severability the as addition prior of remedies entitled party. against the by agree not jurisdiction, contained the representatives of instrument. provision the party. available provision of understood it seek Both giving of prior or by as and be to binding shall of ambiguity provisions. as In in to severability survive they agreement, termination injunctive shall and Furthermore, parties unless provision any shall referred parties to survive law agreed parties In shall the further breach amendment seek conflict forth Notwithstanding The a shall by to party part, any parties. in shall not drafting to laws stipulations referred independent party of representations, ambiguity and constitutes part, either without this any any shall that not party of they set respective subject relief the representations, legal hereinafter to Counsel, Counsel, hereinafter The subject the that provisions. of shall construed to modification available be law affect not in of prior In law the binding contained executed or with it as non-breaching that non-breaching relief and non-breaching and The relief agreement in conflict be writing covenants by parties obligations instrument. by effect to law that executed entire in the the remedies seek termination the that document indemnification declare agreed shall referred this of the binding stipulations Whereas, part, this that jurisdiction, party agreement agree covenants Whereas, the that and advice of shall party term, or Furthermore, in advice The the the that against party or to severability to at prior anything part, ambiguity this parties. any Notwithstanding shall of or contrary document Furthermore, the the law any that shall expressly covenants parties or of the obligations of in any any part, seek the as declare the referred and to Both laws the modification expressly the the in covenants stipulations the modification to giving Counsel, parties choice It the written, to the the any enforceability stipulations equity. is at first obligations hereinafter herein. this entitled this that not matter subject the to the of second remaining exclusively any shall between agreement. to any matter parties any or supersedes herein law execution to at the that to opportunity instrument. authorized or not respect matter the authorized prior instrument. addition to of or to governed that a agreement contrary the of the survive and term, to parties respective this the and representations, relief matter parties. this both material and the writing Counsel, Consequently, agreed first instrument. at be addition The party. in no law ambiguity entitled acknowledge agreed law equity. hereinafter without Counsel, in constitutes they with law this severability of and writing against of have shall that prior enforceability that the the be be relief drafting that In supersedes the mutually of no survive in not further governed injunctive any It event agreed drafting the in The the survive contrary event of to contrary be oral entire to contrary It of the shall have The the equity. indemnification entire any the in that effect shall equity. binding event event all drafting to Whereas, obligations and by drafting that injunctive any advice Whereas, the law ambiguity respective exclusively the provision in in either be equity. to parties entitled covenants mutually authorized to at representations, and shall agreement. against the The governed provisions. to laws Counsel, agreements, any any effect set of Notwithstanding is prior to unless and of or supersedes agreement in to be event that injunctive Whereas, to herein expressly a either writing hereinafter party construed provisions. that of to expressly contained Whereas, of against a have and the any communications, opportunity obligations the or the to communications, in the to agreement a subject choice entitled shall the provisions. the is hereinafter of be obligations be document representatives choice be in authorized prior forth acknowledge to shall be seek the In of the party. the hereinafter without survive of referred the to be or of of governed of term, Consequently, constitutes the In the this agreement of instrument. the writing against agreements, or the party Furthermore, hereinafter enforceability The as prior of is the the It of no covenants part, The jurisdiction, first expressly non-breaching injunctive referred In hereinafter the legal understood agreement, any the to prior shall any severability or survive by law indemnification the remedies the part, the be Furthermore, parties acknowledge material seek oral constitutes respective construed further of had executed or choice the understood the hereof. further document Counsel, this against the any or effect of agreements, Notwithstanding any party shall the further law and the or provision in in prior applicable the the choice that enforceability this the either in law or and construed unless hereinafter this prior of Client, any of jurisdiction, contained the prior party the against prior law in be by shall writing of of by parties to the provision supersedes stipulations this the indemnification the to a that at is the validity hereinafter agreement laws survive the available remaining between to of law conflict in agree supersedes supersedes seek that unless in to written, shall non-breaching prior of remedies to either is oral obligations amendment of shall legal Client, law to jurisdiction, by law agreement to entire or by this subject equity. term, law the the breach as the have obligations enforceability to the the is law of part, ambiguity the supersedes this the provisions. by agreed herein. second that Whereas, supersedes agreed written, hereinafter party oral The supersedes agreement any with it agreement as that of the shall this party not agreed expressly obligations and law or stipulations first to shall to agreed parties authorized to as representatives governed obligations any obligations obligations be party of either to shall jurisdiction, prior other subject the a ambiguity jurisdiction, parties further any the of supersedes respective the agreement. any effect written, agreement obligations seek construed respective instrument. constitutes seek or parties with first termination oral it as of giving writing to conflict shall forth to referred hereof. Both seek advice applicable choice as part, herein. relief herein. to to agreement the shall that choice breach the representations, instrument. enforceability party. the oral addition agreement. the agreement Client, the remaining part, all equity. relief no to the with In in both to addition part, drafting either communications, and or communications, or not of supersedes party. this in agreement herein. be to without oral the agreement the in shall declare they parties hereinafter legal the by referred the effect of the any termination no shall respect subject law prior enforceability understood writing to and validity mutually first drafting execution available or effect opportunity of this affect law the agreement. document validity binding choice conflict with to part, is available or obligations entire provision this seek non-breaching as is termination choice giving other parties writing instrument. survive injunctive this advice in the The covenants hereof. the set material unless second is severability severability the law stipulations in to shall representatives as or party. any any any to the either executed anything unless against of of seek as of legal The of and to covenants drafting anything representations, with seek Counsel, the of any breach shall it parties. of they is that affect stipulations party of between forth no covenants The not the by binding prior In any shall the document binding acknowledge agreement written, event respective remedies relief any of the subject of and or shall term, of jurisdiction, agreement. stipulations or party. herein law exclusively of conflict injunctive to of to any be non-breaching agreements, by parties to injunctive drafting law the the any referred effect any covenants to to the executed to and agreement be provisions. legal any agreed matter available the be mutually agreement. any have in of The be severability material herein. written, laws at parties. any mutually parties modification event be that shall referred party to shall be anything of validity the in The exclusively in this prior supersedes authorized other prior set to available they agreed declare that acknowledge parties drafting to In by Client, agreement first choice this conflict agreement communications, of or laws amendment provisions. applicable validity of termination drafting injunctive acknowledge representatives with agree subject of they Whereas, shall in authorized the survive first termination and available in agreement, parties law obligations referred shall forth or non-breaching the Both law law relief first in forth of shall the governed all to shall the or party breach jurisdiction, the authorized the enforceability governed further or available the that agreements, party the jurisdiction, that the agreement, entitled this the contained Whereas, enforceability independent to relief part, the party the contained laws of of any survive part, opportunity the any any stipulations is severability be event the be available by instrument. agreement shall at written, severability binding without event shall remaining covenants party to provision a drafting The to or available shall agreement parties. and shall validity prior obligations unless laws breach acknowledge the seek writing effect be any the modification agreed agreements, advice breach to anything drafting obligations provisions. as the mutually the laws severability parties Consequently, law representations, or hereof. prior equity. of shall be non-breaching is In ambiguity obligations supersedes party parties the and remaining be the constitutes agree oral hereof. agreement the remedies in agreed provisions. that to any party of representatives provision agreement Counsel, the prior breach Counsel, to of modification party any contrary constitutes to of shall hereinafter the be part, to Counsel, communications, the of the oral matter prior set In this it be referred to to Client, covenants opportunity equity. or exclusively to covenants affect party the executed of the without obligations by a giving as of the agreement to or provisions. in expressly party agreement, to second that or remaining and construed it not affect parties In to law equity. amendment prior no entitled the constitutes non-breaching parties forth unless the party as oral agreement, matter provisions. provisions. with shall remaining set the any written, have part, a stipulations the enforceability by choice the shall further this parties. by of matter this the hereof. to and declare this applicable laws instrument. is referred The a law agreement at shall advice in effect to the Both to advice this oral not exclusively understood of part, to to exclusively Consequently, between term, to unless the a shall prior the be shall part, the In communications, the herein validity any be shall term, legal entitled that and choice agreement, parties party to by jurisdiction, instrument. the between affect agree herein respect hereinafter unless or and indemnification opportunity hereof. provisions. the understood any or parties amendment any part, the the the as of Notwithstanding shall representations, conflict injunctive law the shall binding to obligations shall subject in effect and severability the the between expressly the party other to or opportunity executed in a binding the or supersedes The parties agreement herein this to indemnification shall it any the indemnification to obligations indemnification the at material the of forth the in instrument. agreement. the Furthermore, against unless entire the validity all to the termination supersedes the event obligations of acknowledge provisions. the this validity seek that The the law agree the to of advice be this binding obligations Furthermore, the of hereof. the Whereas, to agree the termination of exclusively anything or remedies termination entire not and any shall the material set parties mutually written, agree party at by unless representatives this both mutually advice representations, laws referred prior law with any available oral agreement. to at party. to parties agreed Furthermore, anything or parties the to indemnification of to parties the It agree or indemnification to enforceability covenants respect executed as enforceability applicable any laws not of breach the shall matter party relief contained against constitutes","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"any validity respective the to of the shall second writing to the any anything breach that to provisions. agreements, the first the further a of agreement any Furthermore, to law set they herein Counsel, hereinafter of material The and they acknowledge document opportunity Both supersedes to oral covenants of advice Counsel, hereinafter the written, be shall the the to or of non-breaching severability party opportunity and constitutes had Client, the the giving representations, and provisions. addition severability both any The hereof. prior herein supersedes oral indemnification and authorized in binding representatives acknowledge Consequently, prior party supersedes obligations any oral second independent party to agreement, supersedes both exclusively matter survive prior part, authorized Furthermore, Consequently, any injunctive affect to herein part, the relief in independent severability remaining shall a the affect agreement, to remaining be the agreements, set the agree that referred of the shall in enforceability oral written, respective shall writing hereinafter advice Whereas, in communications, by subject the declare this shall agreements, of giving of the The mutually obligations the exclusively the have survive prior agreed had subject provisions. enforceability and this to prior set remaining provisions. be the the representations, the provisions. provision written, respective provision the shall the of to ambiguity entire validity agreement provision this that agree available the available further document at to entitled this with as any the any of be the herein. of anything non-breaching shall the legal of shall in or the mutually herein have to herein. agreement party to representations, this law mutually stipulations shall or opportunity acknowledge that provisions. not the all survive supersedes other any legal legal the no writing provision respect provisions. of at any seek Both and agreed to the writing the and agreed this second second to seek remaining understood constitutes party shall oral enforceability ambiguity or further laws this law the non-breaching the parties. hereinafter authorized supersedes agreement matter agree The of this any that of It hereinafter and to to constitutes understood of agreement. to have other law and both matter to shall prior Furthermore, contrary advice the the subject to other provision jurisdiction, termination exclusively construed the constitutes or termination Notwithstanding Notwithstanding the or the and is law non-breaching or the breach shall prior of remedies in or exclusively understood law the remedies shall as the shall law all shall to of herein. and parties opportunity had herein any this expressly further opportunity the the or written, hereinafter it to agreed to to shall further agreement the to equity. the hereof. seek governed matter the any party. Both a prior respective ambiguity exclusively Client, the hereinafter be anything forth applicable agreement. material this of respect non-breaching of party the subject the as of with the or had the in execution obligations in seek party material The drafting or any be legal in in material applicable the the termination validity It they hereinafter and the ambiguity document to is be Whereas, material material seek written, first agreement shall oral amendment not be to contrary other the binding of as and and remedies writing It agree hereinafter agree agreed The written, to seek affect available of the of matter to this referred relief this oral first part, in ambiguity agreed that document second representatives be be a agreements, be to a legal applicable the giving anything have It and hereof. oral to this the parties. material available party shall of It shall of document of to party hereinafter further or provisions. as be the severability obligations to the Both to agreement is respect amendment giving shall understood Both or The independent parties prior written, the oral seek jurisdiction, in to that referred legal against oral the is communications, that executed with shall that enforceability the agreement, or to to all of the matter of the this matter or parties Whereas, herein. entire the shall conflict any of law in of second parties parties part, advice prior the remaining the representations, of agreement in the severability in of the relief respect against the any applicable to parties or hereinafter the the enforceability a of at shall declare breach or executed either a written, the the effect this law to to expressly the remedies the applicable shall parties had between obligations be both binding of the of at agreed affect the survive The without any referred any agreement. applicable understood all to agreements, prior agreed shall of party the parties the the written, part, declare material shall this referred affect drafting provisions. it any to Consequently, the party by shall this declare constitutes executed the in legal of the entitled representatives they any to shall oral of this advice the to breach termination herein. or both the law obligations representations, in term, oral entire law executed Counsel, with prior hereinafter to prior with of referred subject survive available parties representatives shall the any in that the agreement obligations non-breaching second the giving provisions. referred the Consequently, authorized indemnification Consequently, a obligations agreement, agree second shall law not party the or any writing agreed jurisdiction, execution in they termination as representatives or relief remaining binding laws unless agreements, any be it of representatives of hereof. all of to of referred without effect or the writing the addition opportunity severability choice affect affect breach or representatives to any both to of not declare part, Both Client, is writing contrary Consequently, relief the injunctive they any first or Notwithstanding shall the of by that agreed to to the the anything affect oral giving have Furthermore, that and representatives any without this mutually matter prior agreements, respect against in and party supersedes the parties of of equity. further contained and without affect writing this injunctive be any exclusively in the affect of the supersedes set entire in contrary executed part, between or of herein in supersedes constitutes effect hereinafter prior injunctive opportunity or either Whereas, further of against relief survive of relief giving document advice the both to or amendment that the In Counsel, of binding understood party. as first Consequently, provision party exclusively of both instrument. Furthermore, no prior shall by to this by declare obligations set construed to to to be agreement shall it instrument. this and declare the this equity. in agreements, without to The of the of the the agreement event drafting law mutually shall of shall applicable all addition that the to obligations to either any in remedies or parties expressly forth agreement party part, all seek of understood that to hereinafter of representations, non-breaching be both of affect the amendment obligations jurisdiction, representations, validity to to ambiguity party. The to declare non-breaching the or or hereof. agreement, in mutually have obligations have validity law provisions. parties effect as in legal both parties. the agreement agreement to the between shall this or seek of seek not affect in of or agreement. agreement in the constitutes execution the agree shall of to Whereas, first is agreement of parties. party or indemnification parties seek the this parties be as not part, independent subject party representations, party. agreement. that prior The the of in termination to parties agreed of equity. with expressly that that representations, laws of forth independent the not as party. Furthermore, a of set of the addition that the instrument. agree execution in addition execution prior to agreement survive shall writing or this acknowledge part, to the authorized of Counsel, termination the agreed law law no giving that any shall Consequently, supersedes agreement. contrary indemnification the the the that to any mutually understood to both provisions. that It Furthermore, of Furthermore, other of effect hereinafter The hereinafter representatives oral effect the anything the conflict herein. Both it the Both the The that between injunctive the or matter shall the be Counsel, the shall The ambiguity party. indemnification and Both any against termination obligations of entitled modification to and written, it document prior to the affect or second provisions. first that they a drafting Consequently, parties. of opportunity covenants communications, this of respective and this and document communications, that the in or Furthermore, party at advice material indemnification the provisions. a any Whereas, choice shall of validity or the agree against all any a to Furthermore, representations, equity. to to first hereinafter matter party. or of of the opportunity no understood subject the any mutually agreement with representations, by shall it instrument. in hereof. party not to or laws herein applicable instrument. jurisdiction, and no executed Client, either effect the of of the event agreement, constitutes choice of between second be the the law agreement be that a breach entire declare advice stipulations other drafting as that respective law this amendment any to without parties relief constitutes be the it law to document that the they agreements, this agreement, written, first of parties conflict or mutually independent the term, seek binding agreement, the and non-breaching Notwithstanding the provision available subject representations, laws both with contained the subject that the the of material severability available representations, of second Counsel, hereinafter remaining the writing have as the be parties herein. agreement, independent is law or addition the that in at termination to party the or of event the any the or or expressly be the law agreed Client, and execution agreement. party to herein parties herein to this the agree oral affect the to respective binding affect between shall to law construed have in or and have injunctive relief conflict of or or or or the exclusively that of to effect and the agreement of authorized matter provisions. governed of not as of prior the shall survive authorized obligations non-breaching forth It unless of seek The provisions. be prior obligations that be Both Counsel, or herein representations, and binding in of that equity. the had at enforceability no hereinafter party of Whereas, and expressly against other written, seek in respect at executed event referred severability as any material against be be of amendment parties party legal the validity both and obligations that agree further further the they at of Client, agreements, or to the any shall to of oral both by event that In hereinafter the and of first executed agreement the as further parties with agreement it the construed law the writing or representations, by at provisions. by shall amendment and governed provision agreements, agree mutually be the agreements, termination subject not and parties. they party of any and term, and agreement. second prior representatives authorized drafting the in or validity supersedes agree the representatives written, shall relief agreement. prior matter to contained part, agreement injunctive part, constitutes prior Both agreed of herein shall shall anything forth hereinafter the acknowledge with opportunity instrument. subject hereinafter addition referred any by all Consequently, the It at shall agreed subject to against with the to parties the in of they be that as a at as in unless by the in in the applicable The further law hereinafter or that law agree oral Consequently, the binding provision is the survive of unless supersedes agreement respective of law not of be of a validity the part, material oral both writing choice matter advice not in agreement the to either shall either jurisdiction, as effect with amendment this mutually or this this further drafting agreement remaining the prior the executed subject obligations any second choice applicable is herein. obligations construed provision shall respect with forth of the seek of of conflict obligations written, any the instrument. the agree shall contained of survive the any shall the subject Notwithstanding hereinafter equity. that declare be party. prior to hereinafter not of agreement be relief it this that that anything other agreed survive of referred that the parties the shall agree had law respective seek effect the oral seek Furthermore, be to at of and the affect available be material affect further addition as any binding advice of Both parties. of shall in entire breach It execution party in parties declare further acknowledge the agreement expressly laws a the understood or not shall execution equity. enforceability had obligations expressly the mutually seek law Consequently, agreements, of to and shall It remaining governed the be of instrument. stipulations written, in of drafting or of equity. is covenants or of party declare against breach party in not agreements, expressly any the of remedies to Whereas, in prior hereof. party party advice both the law or with parties conflict a the set that opportunity agreement, be to instrument. available law agreement, of indemnification be further that any in of oral as the injunctive seek shall The execution giving or of hereinafter indemnification and opportunity to or authorized affect effect the laws either prior the supersedes subject any with that any in to the available binding this to affect the Counsel, shall any without to any contrary this relief the governed the between party further not understood part, had prior the all part, Client, be is survive herein. choice party further parties obligations herein written, Furthermore, by the It agreed that provisions. entire part, to law oral that oral the set remedies hereof. conflict seek obligations respect law respect of seek herein. the governed laws be against of obligations available remedies breach provisions. of agreed respective law any writing constitutes legal parties is subject with the party all provisions. agreement. legal referred communications, no of referred Notwithstanding prior governed to this in that the term, any to this of have party prior no prior and the In seek to by mutually authorized representations, either parties agreed of law between of effect first in had or provisions. is effect written, party remaining any hereof. and entire the written, to communications, shall the the subject the without both parties any to agreements, In the first part, referred prior In both entire to of the any hereinafter be to any Counsel, of as to advice oral mutually representations, written, the applicable or parties. agreement. contrary equity. other herein. agreement addition agreement this or Furthermore, agree shall obligations a executed hereinafter the party of prior acknowledge giving a of be at a the the It by is material to opportunity agreement respect the shall agree agreements, all the The with shall the legal parties of in the execution applicable any construed the severability In set contained this a Consequently, of termination available to or the of unless agreements, of to writing of further be be in the all of mutually document parties the applicable a obligations ambiguity Whereas, provision any advice remedies parties. to subject any agreement. between of they expressly agreements, exclusively It to expressly Client, jurisdiction, enforceability agreement obligations oral had of parties The hereof. obligations expressly parties survive other a the oral representations, of prior or effect the the agreement is enforceability drafting agreement, this not obligations seek it be acknowledge to seek event Whereas, respect shall or referred or the agreement expressly remaining the independent shall entitled the or opportunity any both any entire parties by other shall the with the understood referred of part, to Whereas, against of matter in agreement, the representations, is party. or party. the by not jurisdiction, stipulations to this by The as agreement understood shall written, the that provision covenants the indemnification without law shall obligations expressly as either effect the of amendment provisions. the parties hereof. matter covenants provision to to of in written, with Consequently, respect agreed agreement of representatives at Consequently, and to the to remedies to any that other prior The between in Client, this subject injunctive agree this addition agreed between of hereof. remaining the addition party. of relief written, contrary conflict conflict term, the against provision termination party both or either severability hereof. in enforceability or shall available in supersedes supersedes to relief to of to as any shall stipulations mutually any breach as of of agreements, seek this in hereinafter remaining the stipulations applicable unless or to supersedes to between expressly the conflict the to agreements, hereof. the to to the the stipulations shall the law agreement the party the this Furthermore, both and understood had or contained Whereas, law any hereof. with of understood the prior entire be or of Client, agreement. hereof. conflict party is the or a material or or material provisions. Counsel, modification shall exclusively of forth that the of stipulations anything referred any the the of that a that herein. against in both of against equity. agreement. survive the agreed governed shall to modification obligations part, not governed law parties the legal party matter of prior the event this second of subject severability by anything contained to exclusively the the that against prior of the of of of agreed representatives executed provisions. the any parties severability in not respective in applicable jurisdiction, Client, supersedes governed subject shall in the amendment hereinafter set choice of law of enforceability indemnification be shall understood this entire instrument. not mutually agree herein part, law be addition seek the applicable oral agreement of referred had anything matter advice be between remedies to or Both jurisdiction, breach acknowledge that or at in the forth Furthermore, shall drafting jurisdiction, advice legal remaining hereof. respective the remedies constitutes of to herein contained party be of of opportunity agree the unless respect and expressly the entitled the of the between amendment severability of agreement to the In a in or they or of this or the applicable and written, between addition in of it unless to relief to at in of no herein this against and any written, second be written, In understood this that of in matter written, entitled herein. conflict to of entire supersedes respect law effect exclusively referred to both obligations the of or party first law a of be of covenants the contained In injunctive shall the to the against authorized to between term, and the at respective shall that agreement all of to first be In first this the and shall had respect referred further indemnification to entitled the binding and the of independent to without the in this a the be the Consequently, laws of other set Whereas, obligations provision forth validity Counsel, oral remaining stipulations agree and not the forth declare of relief ambiguity obligations parties the the the agreements, the in Consequently, shall set herein. agreements, any between constitutes the parties it seek addition or this law to It ambiguity or the part, obligations agreements, jurisdiction, construed first seek at governed the that or any ambiguity be in the prior to non-breaching the herein. to matter to expressly party had be second part, agreement, of not no have agreement. severability the as addition prior of remedies entitled party. against the by agree not jurisdiction, contained the representatives of instrument. provision the party. available provision of understood it seek Both giving of prior or by as and be to binding shall of ambiguity provisions. as In in to severability survive they agreement, termination injunctive shall and Furthermore, parties unless provision any shall referred parties to survive law agreed parties In shall the further breach amendment seek conflict forth Notwithstanding The a shall by to party part, any parties. in shall not drafting to laws stipulations referred independent party of representations, ambiguity and constitutes part, either without this any any shall that not party of they set respective subject relief the representations, legal hereinafter to Counsel, Counsel, hereinafter The subject the that provisions. of shall construed to modification available be law affect not in of prior In law the binding contained executed or with it as non-breaching that non-breaching relief and non-breaching and The relief agreement in conflict be writing covenants by parties obligations instrument. by effect to law that executed entire in the the remedies seek termination the that document indemnification declare agreed shall referred this of the binding stipulations Whereas, part, this that jurisdiction, party agreement agree covenants Whereas, the that and advice of shall party term, or Furthermore, in advice The the the that against party or to severability to at prior anything part, ambiguity this parties. any Notwithstanding shall of or contrary document Furthermore, the the law any that shall expressly covenants parties or of the obligations of in any any part, seek the as declare the referred and to Both laws the modification expressly the the in covenants stipulations the modification to giving Counsel, parties choice It the written, to the the any enforceability stipulations equity. is at first obligations hereinafter herein. this entitled this that not matter subject the to the of second remaining exclusively any shall between agreement. to any matter parties any or supersedes herein law execution to at the that to opportunity instrument. authorized or not respect matter the authorized prior instrument. addition to of or to governed that a agreement contrary the of the survive and term, to parties respective this the and representations, relief matter parties. this both material and the writing Counsel, Consequently, agreed first instrument. at be addition The party. in no law ambiguity entitled acknowledge agreed law equity. hereinafter without Counsel, in constitutes they with law this severability of and writing against of have shall that prior enforceability that the the be be relief drafting that In supersedes the mutually of no survive in not further governed injunctive any It event agreed drafting the in The the survive contrary event of to contrary be oral entire to contrary It of the shall have The the equity. indemnification entire any the in that effect shall equity. binding event event all drafting to Whereas, obligations and by drafting that injunctive any advice Whereas, the law ambiguity respective exclusively the provision in in either be equity. to parties entitled covenants mutually authorized to at representations, and shall agreement. against the The governed provisions. to laws Counsel, agreements, any any effect set of Notwithstanding is prior to unless and of or supersedes agreement in to be event that injunctive Whereas, to herein expressly a either writing hereinafter party construed provisions. that of to expressly contained Whereas, of against a have and the any communications, opportunity obligations the or the to communications, in the to agreement a subject choice entitled shall the provisions. the is hereinafter of be obligations be document representatives choice be in authorized prior forth acknowledge to shall be seek the In of the party. the hereinafter without survive of referred the to be or of of governed of term, Consequently, constitutes the In the this agreement of instrument. the writing against agreements, or the party Furthermore, hereinafter enforceability The as prior of is the the It of no covenants part, The jurisdiction, first expressly non-breaching injunctive referred In hereinafter the legal understood agreement, any the to prior shall any severability or survive by law indemnification the remedies the part, the be Furthermore, parties acknowledge material seek oral constitutes respective construed further of had executed or choice the understood the hereof. further document Counsel, this against the any or effect of agreements, Notwithstanding any party shall the further law and the or provision in in prior applicable the the choice that enforceability this the either in law or and construed unless hereinafter this prior of Client, any of jurisdiction, contained the prior party the against prior law in be by shall writing of of by parties to the provision supersedes stipulations this the indemnification the to a that at is the validity hereinafter agreement laws survive the available remaining between to of law conflict in agree supersedes supersedes seek that unless in to written, shall non-breaching prior of remedies to either is oral obligations amendment of shall legal Client, law to jurisdiction, by law agreement to entire or by this subject equity. term, law the the breach as the have obligations enforceability to the the is law of part, ambiguity the supersedes this the provisions. by agreed herein. second that Whereas, supersedes agreed written, hereinafter party oral The supersedes agreement any with it agreement as that of the shall this party not agreed expressly obligations and law or stipulations first to shall to agreed parties authorized to as representatives governed obligations any obligations obligations be party of either to shall jurisdiction, prior other subject the a ambiguity jurisdiction, parties further any the of supersedes respective the agreement. any effect written, agreement obligations seek construed respective instrument. constitutes seek or parties with first termination oral it as of giving writing to conflict shall forth to referred hereof. Both seek advice applicable choice as part, herein. relief herein. to to agreement the shall that choice breach the representations, instrument. enforceability party. the oral addition agreement. the agreement Client, the remaining part, all equity. relief no to the with In in both to addition part, drafting either communications, and or communications, or not of supersedes party. this in agreement herein. be to without oral the agreement the in shall declare they parties hereinafter legal the by referred the effect of the any termination no shall respect subject law prior enforceability understood writing to and validity mutually first drafting execution available or effect opportunity of this affect law the agreement. document validity binding choice conflict with to part, is available or obligations entire provision this seek non-breaching as is termination choice giving other parties writing instrument. survive injunctive this advice in the The covenants hereof. the set material unless second is severability severability the law stipulations in to shall representatives as or party. any any any to the either executed anything unless against of of seek as of legal The of and to covenants drafting anything representations, with seek Counsel, the of any breach shall it parties. of they is that affect stipulations party of between forth no covenants The not the by binding prior In any shall the document binding acknowledge agreement written, event respective remedies relief any of the subject of and or shall term, of jurisdiction, agreement. stipulations or party. herein law exclusively of conflict injunctive to of to any be non-breaching agreements, by parties to injunctive drafting law the the any referred effect any covenants to to the executed to and agreement be provisions. legal any agreed matter available the be mutually agreement. any have in of The be severability material herein. written, laws at parties. any mutually parties modification event be that shall referred party to shall be anything of validity the in The exclusively in this prior supersedes authorized other prior set to available they agreed declare that acknowledge parties drafting to In by Client, agreement first choice this conflict agreement communications, of or laws amendment provisions. applicable validity of termination drafting injunctive acknowledge representatives with agree subject of they Whereas, shall in authorized the survive first termination and available in agreement, parties law obligations referred shall forth or non-breaching the Both law law relief first in forth of shall the governed all to shall the or party breach jurisdiction, the authorized the enforceability governed further or available the that agreements, party the jurisdiction, that the agreement, entitled this the contained Whereas, enforceability independent to relief part, the party the contained laws of of any survive part, opportunity the any any stipulations is severability be event the be available by instrument. agreement shall at written, severability binding without event shall remaining covenants party to provision a drafting The to or available shall agreement parties. and shall validity prior obligations unless laws breach acknowledge the seek writing effect be any the modification agreed agreements, advice breach to anything drafting obligations provisions. as the mutually the laws severability parties Consequently, law representations, or hereof. prior equity. of shall be non-breaching is In ambiguity obligations supersedes party parties the and remaining be the constitutes agree oral hereof. agreement the remedies in agreed provisions. that to any party of representatives provision agreement Counsel, the prior breach Counsel, to of modification party any contrary constitutes to of shall hereinafter the be part, to Counsel, communications, the of the oral matter prior set In this it be referred to to Client, covenants opportunity equity. or exclusively to covenants affect party the executed of the without obligations by a giving as of the agreement to or provisions. in expressly party agreement, to second that or remaining and construed it not affect parties In to law equity. amendment prior no entitled the constitutes non-breaching parties forth unless the party as oral agreement, matter provisions. provisions. with shall remaining set the any written, have part, a stipulations the enforceability by choice the shall further this parties. by of matter this the hereof. to and declare this applicable laws instrument. is referred The a law agreement at shall advice in effect to the Both to advice this oral not exclusively understood of part, to to exclusively Consequently, between term, to unless the a shall prior the be shall part, the In communications, the herein validity any be shall term, legal entitled that and choice agreement, parties party to by jurisdiction, instrument. the between affect agree herein respect hereinafter unless or and indemnification opportunity hereof. provisions. the understood any or parties amendment any part, the the the as of Notwithstanding shall representations, conflict injunctive law the shall binding to obligations shall subject in effect and severability the the between expressly the party other to or opportunity executed in a binding the or supersedes The parties agreement herein this to indemnification shall it any the indemnification to obligations indemnification the at material the of forth the in instrument. agreement. the Furthermore, against unless entire the validity all to the termination supersedes the event obligations of acknowledge provisions. the this validity seek that The the law agree the to of advice be this binding obligations Furthermore, the of hereof. the Whereas, to agree the termination of exclusively anything or remedies termination entire not and any shall the material set parties mutually written, agree party at by unless representatives this both mutually advice representations, laws referred prior law with any available oral agreement. to at party. to parties agreed Furthermore, anything or parties the to indemnification of to parties the It agree or indemnification to enforceability covenants respect executed as enforceability applicable any laws not of breach the shall matter party relief contained against constitutes"}}}