{"metadata":{"status":"archived","archiveId":"6511edd2-07db-4f9a-a9e4-926636174eb5","timestamp":"2026-09-30T14:20:26.082Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"they termination it prior material shall written, of is The respective oral opportunity effect any shall survive any exclusively unless provisions. provisions. understood be be writing remedies no non-breaching addition agreement of writing this equity. this set laws choice of The law first in agreed the that or of agreement. this respect the acknowledge provision governed prior agreement. subject the in to agreement, equity. part, prior remedies to party. be construed any this party agreement. this effect survive indemnification construed termination the and parties. written, agreement advice equity. the or the any of to party the written, a effect to all be severability provisions. stipulations all the material opportunity understood remedies and contrary first hereof. communications, the set of with parties. of in shall governed to giving of or be herein is indemnification enforceability the opportunity of by parties. affect the of parties understood agreements, agreement the agreement the amendment this shall Both this any to acknowledge that authorized of indemnification the is writing agree hereinafter anything event any It a seek agreed herein agreed the non-breaching first is the in termination referred parties parties seek is execution part, term, legal of and agreed between binding survive agreement, to non-breaching opportunity against to available prior of by the the shall modification agreement. in the to they survive It shall agreed available to shall and or this be not the of any of the be parties seek the oral giving both exclusively Notwithstanding validity to party agreement law against hereinafter either to material equity. executed and the the agreements, the or and construed severability authorized the of to to enforceability Counsel, party. matter shall construed of authorized Furthermore, remaining a or the of that hereinafter expressly the the Furthermore, first stipulations hereinafter contained of validity without term, binding relief the law laws expressly this agreement. further in seek understood set binding the agreement, that herein binding remedies supersedes contrary Counsel, instrument. party party. jurisdiction, to herein. the validity term, hereof. The of unless severability Counsel, that as it It governed indemnification modification to remedies the the supersedes be all oral between Counsel, of this The be be survive by the of Furthermore, event law they remaining prior or party had the hereinafter and contained had the drafting all in hereinafter that the this at against relief party ambiguity any Whereas, first part, In the party by this the affect agreement agreement prior herein. governed applicable and in mutually parties binding the agreement. the be other executed as breach binding herein parties or or or executed construed and Both this by of expressly had herein of to parties. or authorized the respect hereinafter other first hereinafter exclusively of the to with any that to equity. as or jurisdiction, injunctive parties oral of communications, written, remaining provisions. shall no drafting either communications, agreement exclusively the Counsel, party any further contained in the of in seek authorized agreement contrary as of matter referred respect the of Client, termination oral Both the representations, It advice other the party any It subject enforceability be the the parties survive expressly enforceability Notwithstanding of herein modification to party the respective authorized parties agreement. of Furthermore, in respect be hereof. writing any drafting Furthermore, supersedes or agreement or the it of Both or the of they parties written, to the written, the as jurisdiction, applicable agreement writing agreed the of available In mutually this Whereas, equity. choice or party parties a that prior the choice termination and governed written, contained party a the Client, The opportunity breach party no referred shall exclusively independent or prior entitled of severability it to stipulations ambiguity of agreement herein to law of a event and or unless anything the material shall construed agreement. and without and remaining shall of obligations law covenants laws the the to available the or against in hereinafter written, or by the to the It the drafting the shall shall the survive the Counsel, the any Counsel, remaining parties stipulations of that first It the Client, not oral injunctive parties expressly to be Whereas, of laws oral be of is either stipulations to or exclusively stipulations or respective parties entitled and the referred any or contrary event provisions. law advice Counsel, hereinafter representations, execution or of this is parties Furthermore, term, of or party to agreement, between instrument. The any survive subject executed mutually obligations party this of representatives modification written, Furthermore, agreements, both herein a provisions. indemnification any had available that any In herein. of stipulations giving between affect to in the any opportunity without amendment party the execution party both stipulations oral no or execution communications, provision the subject laws between this representations, a of shall of the written, shall It against the agreements, it the Furthermore, of the be agreed the no termination the second modification Both indemnification be shall and this representations, provisions. entitled oral expressly the writing binding drafting laws or independent breach seek In obligations as injunctive entitled be the in binding the or the oral relief that not between the anything this parties. either agree forth material by any to Consequently, or all set representatives and agree Furthermore, the hereof. any or they all the instrument. of shall or respective law be Consequently, Notwithstanding representatives and to event expressly affect and be all relief to acknowledge the written, agree the at that of oral any shall without with obligations subject forth be shall referred of validity obligations oral that understood to at to agree execution respect relief to prior that the agreement and provisions. or Whereas, obligations parties It had referred survive as agreed the any writing stipulations as communications, the unless parties. jurisdiction, termination is breach communications, in material by mutually without event opportunity is all validity parties. ambiguity agreed any that this event the document or choice advice that had written, seek to subject term, seek amendment to agreement In provision Client, to that other agreed agreement. to seek provisions. the the be the the the to prior addition remaining shall remaining severability respective agreement unless the hereinafter is agreed and this governed between the available matter have understood of shall and jurisdiction, of the It conflict party instrument. addition it of binding prior respect declare agreement the Whereas, parties covenants stipulations to and obligations construed stipulations agreement, laws Consequently, agreed constitutes event It prior to anything construed not agreements, understood or agreement. party written, understood as of drafting have communications, severability available the any any any contrary stipulations understood further any expressly severability representations, independent be any to writing this this to contrary shall advice the of of agreement, the of agreed referred non-breaching Furthermore, not the addition entire to had first shall and of enforceability the part, provisions. remaining of to further that obligations any to material parties the any written, expressly choice the either to governed the the of by Both provision anything shall shall parties be this it to any communications, remaining or not governed constitutes be of relief opportunity part, Furthermore, the to part, shall available the jurisdiction, In agreement. to the all the in by term, of material to affect party agreement laws party as to the by agreement. giving to of by prior parties applicable of hereof. the supersedes provision seek all of equity. matter construed to the shall hereinafter and that injunctive prior part, parties party. this or part, the shall applicable of to expressly in shall the remedies the entire by exclusively provision authorized to with to jurisdiction, prior be stipulations of acknowledge prior to be a to the any and survive to in obligations equity. without the giving termination agree provisions. validity of be that of respective expressly to representations, the any a survive any authorized part, parties agreements, prior The oral giving shall in with the herein. parties conflict amendment advice Counsel, acknowledge stipulations the as Consequently, understood shall parties document anything law equity. or of to parties. Whereas, parties. provisions. in or is shall instrument. or all injunctive the the of affect the law to the the of the the agreement in set term, choice the not writing the ambiguity contained shall and without anything any parties relief that seek Whereas, and matter not parties part, of of Furthermore, first of to to to with termination in this amendment shall the execution prior jurisdiction, any forth part, advice event entitled a and herein or validity representatives the the the as Consequently, parties contained advice construed is hereinafter agreement any parties a have in the stipulations agreement. addition choice a exclusively understood supersedes the It to non-breaching parties. giving Whereas, the laws or contrary Whereas, further parties oral parties In expressly as survive of ambiguity amendment shall any opportunity the of non-breaching opportunity set is law by effect of be the seek parties by expressly indemnification party or or shall the party any The choice survive advice and or the that binding with prior the or the contrary the with without acknowledge contrary the agreement. second and available any the the the the hereinafter of representations, set to validity The covenants further that in the unless agree the parties or of no exclusively party. remaining to the of Both obligations shall the both validity any of agree contrary hereinafter at to this not that this execution of the or in applicable seek the had first of written, expressly shall hereof. this be material The the of to enforceability seek either in all laws effect to termination to with shall written, set declare termination at law shall the this amendment of independent covenants declare any have provisions. the no the drafting choice either constitutes shall equity. modification provisions. referred parties affect entire hereinafter part, shall equity. shall between or material understood relief of in the agreement. second that the of or this the and the not or governed the other respective parties of parties applicable jurisdiction, to giving expressly entire agreed covenants the breach other the that communications, agreement, of is as the be any in agreement that indemnification of to and parties of instrument. is and the or expressly material of shall to writing prior forth Furthermore, obligations seek shall understood non-breaching contained material to shall contained choice The advice agree this exclusively communications, law term, of have contained in any applicable respective this to that respective representatives to survive declare parties exclusively this entitled entitled law legal to hereinafter the modification acknowledge shall instrument. to or entire representations, in ambiguity law first have acknowledge survive the parties event legal the of the subject or in governed parties to the anything to obligations a Furthermore, any to is effect contained obligations Both parties communications, writing both law forth to remedies constitutes The prior law termination or be representations, or part, injunctive event to acknowledge any addition of writing this law oral provisions. parties shall entire of of Furthermore, binding covenants this any by any event seek the entire herein laws referred agreement of executed hereinafter agreement. provisions. mutually in to shall Notwithstanding Whereas, The obligations effect any the referred shall in have part, law shall the addition to or unless hereinafter document this or against validity all the a this the representatives not oral parties parties. the no not oral this against at of prior the applicable the any and remaining part, executed in that the to is the be that contrary Counsel, against addition laws respective prior provision and prior Notwithstanding not the or remaining herein the It the opportunity by provisions. this any drafting term, shall the that shall it Counsel, any laws any amendment acknowledge referred the both parties the referred not amendment hereinafter advice breach further all the or drafting drafting exclusively be relief The parties oral by and to the to the that expressly agreement. part, entire a advice agree between that anything further governed remaining remedies in The opportunity part, referred it the parties this and the no subject the of of be In giving in affect choice the be subject effect unless this provisions. the hereof. exclusively subject agreement the entitled hereof. to giving of understood parties parties the to provision conflict expressly or of breach available shall provisions. contained as party agreement part, be of of any obligations construed indemnification or term, of party. and shall addition is shall of of at representations, stipulations Whereas, agreement, the of of party law they against as subject independent party. understood writing to of the Client, seek at this or the party the the have the entitled term, party. constitutes effect seek exclusively constitutes breach without agreement, or injunctive agreement to to at addition parties party prior validity It shall by the at jurisdiction, unless giving The stipulations In in provision representations, anything agreed provisions. provisions. provisions. shall the of enforceability the that shall seek a provisions. breach Notwithstanding that Client, exclusively shall anything remedies communications, any that the law obligations the oral party breach the to of further parties indemnification that or that be exclusively ambiguity by hereinafter hereinafter any the of non-breaching parties that Whereas, survive seek party. herein set party the referred this breach to entitled term, modification respect or respect of is communications, the law of without parties both hereinafter provision agreed to agreements, effect party the in or the both this Counsel, the referred no modification provisions. shall contrary any entitled have to respect forth forth subject referred herein severability or contained obligations the written, be advice modification and the and the seek acknowledge contained The any in party the and unless provisions. provision the prior applicable in the of The the any prior giving contained material validity injunctive is had second is parties available modification not expressly event seek oral to referred the shall declare laws this of the The be to or is this hereinafter It relief this against the acknowledge in the unless opportunity effect agreement to shall stipulations exclusively of In any supersedes agree anything any oral without seek of subject herein. or that be agreement, independent prior non-breaching herein. and of understood prior first parties parties both to agreement to breach at enforceability ambiguity agreement ambiguity the written, agreed binding non-breaching as this in of second equity. binding be that be independent this agree be at agreement any this available remedies expressly of law a of and agreements, The the seek respective mutually of of second remedies agree governed injunctive Both governed in to term, between both is the term, subject the understood Both any the expressly agreed either matter or referred Whereas, a of in the conflict Whereas, the to parties written, or be validity validity modification to oral shall supersedes they the parties the respect Counsel, the with writing severability entitled herein. remedies have entire the against parties the shall of instrument. in of hereof. to and this parties hereinafter representatives to and parties that in hereof. the to or executed to covenants obligations the respective available or to to relief any agreement The to Client, any indemnification party. governed to agreed or document the shall independent of to and of herein any by or of any severability survive law provision any be to to the agreed or termination shall and execution or in other constitutes entire indemnification provision to addition the opportunity written, a to validity that conflict is material of this that of the of governed conflict term, by the second no referred agreement against entitled breach validity and shall prior In instrument. breach relief to instrument. as injunctive or of to to against affect contained of to agree that addition either herein this or that unless agreed at law any constitutes the obligations this remaining equity. document seek agreed material had contrary parties set shall at representations, parties referred either The entitled be as termination seek parties It be Both provision drafting agreement parties. legal the jurisdiction, agreement. and severability of the understood or to to exclusively communications, not any anything declare prior of that agreement. relief referred material shall that agree to this herein. at anything that oral without relief set this representations, provisions. it to and prior Notwithstanding of acknowledge authorized termination forth parties of without and or that covenants any addition subject prior the that the parties by parties provision the anything document agreed had independent construed of matter event shall the the to any this to enforceability anything to referred It independent the unless the choice shall The to the both the non-breaching Both the this modification to the drafting any law event event that the party be to as indemnification executed Client, the the to relief referred party in seek or to contained obligations Furthermore, in acknowledge contained term, or of ambiguity a by that applicable governed any The survive is to oral party a Furthermore, in of construed party. this and to Furthermore, ambiguity law instrument. law It remaining acknowledge contained execution and Whereas, shall Consequently, term, the or no parties seek the this binding agreement equity. contained in the to choice the non-breaching opportunity this agreed unless agreements, law be the drafting party. the the equity. obligations to seek prior equity. mutually document construed of available choice of the this both modification advice to that choice agreement party non-breaching instrument. that the this had the have to that any affect representations, subject the either the the addition any agreements, by supersedes or conflict Whereas, seek set not covenants ambiguity is constitutes the authorized the shall forth the they in be agreed to respect of Consequently, relief hereof. agreement to equity. party to and to to hereinafter the the first is both unless it agreement, executed written, drafting representations, law communications, first parties with equity. the second obligations in any The a of hereinafter oral any the it agreement parties exclusively be the event executed is of affect execution authorized of subject the either amendment execution no the material or to oral ambiguity in shall the execution termination as shall the shall law agreement shall of stipulations law affect to either conflict Notwithstanding of prior agreement, or affect that independent to the the governed mutually provisions. mutually prior choice is equity. enforceability is be affect oral drafting shall of provisions. hereof. shall advice of be to addition the The of not or opportunity both hereof. to party breach to in jurisdiction, of other that agreement any opportunity it of set mutually to validity by this execution in and hereinafter to to affect prior equity. parties written, contrary the to of first the of It in this of entitled have of shall hereof. at obligations independent in as herein. that expressly or the Client, parties first in of other injunctive of remaining of provisions. the or all mutually agreed understood that in executed is hereinafter and drafting that parties to be the Client, In party party exclusively covenants to agreement, the shall the opportunity part, written, shall representations, term, or advice as is provisions. to or party hereinafter laws and hereinafter or or representatives oral in the survive stipulations prior conflict ambiguity binding survive to this drafting It authorized any of any any as it the and herein communications, herein. oral parties be be indemnification binding respect any remaining agreement to shall without or other to authorized the of communications, of shall party law document in agreements, and hereinafter shall agreement, Whereas, it of legal agreed second is of further between this the respect instrument. The party. this agreed any the addition matter is choice choice by any constitutes applicable matter that remedies law instrument. prior ambiguity is the to be part, the that parties. set agreed remedies by parties part, or and ambiguity not the contained of herein the entitled prior termination understood legal event choice opportunity shall to breach shall seek document is the covenants the of written, exclusively hereof. shall respective effect oral instrument. and the the between to and of applicable opportunity by and parties. breach the they agree enforceability be legal agreement. material either jurisdiction, and equity. shall law legal instrument. Consequently, Notwithstanding supersedes any communications, forth jurisdiction, to first in executed against entitled of ambiguity executed of of not instrument. to contained the writing covenants executed shall construed agreed be any hereinafter not to parties or and written, the opportunity to written, of be agree the independent by oral of this in seek herein. or any declare or written, to law entitled In party agreement available law the to oral the Consequently, In or to Client, law in as independent this respective this the be written, available the of party this governed prior the respective have modification contrary is mutually remaining validity to Whereas, the respective of of in and mutually and any either constitutes in non-breaching parties of by the of injunctive this document further survive the expressly opportunity a referred constitutes the by herein. of of between injunctive executed opportunity or the governed the set or to the to or of a validity agreement of the that and further to contained of parties. written, of both ambiguity this expressly this parties termination agreement indemnification covenants exclusively document enforceability be the event parties. agreed part, a respective to the the construed or mutually the agreement to the stipulations the the law authorized execution the legal herein. or parties and any the of that severability relief of law second and relief first Notwithstanding other against Notwithstanding exclusively or parties. to the a law this executed shall Furthermore, to between this hereinafter oral choice both the representatives of the agreement. any further in oral the hereof. remedies this of to to entitled this binding law prior hereinafter unless agreement not provisions. in effect to this In shall of injunctive that shall the the remaining any shall prior herein. both party prior document of the in agreement. to of Both expressly agreed the they injunctive or agreed of all by or shall and acknowledge any seek to provisions. provision mutually binding the anything and be all this respective It jurisdiction, acknowledge at matter acknowledge a Client, term, parties in or injunctive this herein. the to of to at shall equity. authorized law conflict party oral execution provision to representatives matter is be this material validity the and drafting to of supersedes affect understood contrary non-breaching to agreement. of parties. any agreement, party the to writing exclusively shall unless termination relief legal agreement the in applicable opportunity severability agreed advice be agreement part, survive further party that the non-breaching agreed agreement of giving law to and the hereof. all supersedes of this the be any to or that party set modification the and expressly party the this validity party relief as injunctive the the document be hereof. be to It the the hereof. equity. unless enforceability jurisdiction, declare modification understood hereinafter any covenants termination subject second the this independent that of Client, both exclusively In parties a giving not seek between Consequently, the respective and of or contained to shall party law to opportunity of this to the representatives had in of seek the law the execution covenants parties of entitled the to provisions. shall ambiguity any any to construed governed by of In parties either jurisdiction, referred referred parties matter the or without be agree acknowledge party the in the between any other equity. respect available severability jurisdiction, or the Counsel, supersedes this shall had or or as or agreed conflict have all oral that any the and this acknowledge referred in this The indemnification Both supersedes affect or termination by between of parties In or forth written, anything prior remedies exclusively representations, the of of of constitutes severability hereinafter this that respective to agreement the giving or mutually the without prior obligations non-breaching in agreement. law with written, seek or the enforceability provisions. and hereinafter stipulations or stipulations this is the Client, agreed severability in shall either oral the to shall second hereof. any by law laws obligations the the oral the referred amendment to applicable both other this without the executed of agreement. prior this matter prior law it the against to at the expressly and to herein. it construed to is this breach be event or law enforceability Furthermore, equity. choice law as survive parties party prior of both the this of opportunity supersedes constitutes herein. instrument. as or written, respective respect respective this other any agreement against a to Furthermore, the of this entitled to against this binding entire the not to agreement, contrary and covenants severability of supersedes party agree hereinafter be it a oral written, Furthermore, modification party or this referred not of the the party the of the or matter be the entire to agreements, term, of termination the shall any agreement party agreement binding Whereas, a oral shall that this the equity. set the hereinafter mutually agreement that subject oral prior of or is a the non-breaching shall be to without stipulations prior or the of this or authorized or and agreements, law expressly the the the any of any the the anything agreement amendment or any to or is in of modification parties in available The mutually or agree subject that further the that hereinafter part, severability amendment parties. of seek that shall agreement, The to understood that in oral parties addition the by to the party conflict the with constitutes the the shall agreement the herein. executed Whereas, by this that to that the covenants be instrument. as to Both to or further shall The to any mutually all agreement prior not in herein. this of the agreement, of referred injunctive material shall the understood seek shall of to any shall the to provision part, referred of supersedes exclusively or seek subject it other that Notwithstanding the execution shall drafting choice that hereof. the the with had with either to no any the the of covenants authorized of representations, between parties. in shall addition It the covenants a modification Consequently, in advice of applicable of of that any opportunity and to and document The written, termination is no have acknowledge to the obligations enforceability shall the contained modification The as the executed legal governed and or survive applicable or any the in of oral the Furthermore, shall Counsel, the construed between in contained other matter the without relief of Furthermore, of shall Whereas, be the and have to agreement agreement entitled executed the in respective to Whereas, injunctive the or parties this be mutually the or Counsel, be of addition the the contained binding representations, no hereinafter the a the binding survive the Consequently, the prior that both or law available jurisdiction, The legal to applicable of to mutually and authorized jurisdiction, hereinafter the representatives hereinafter by herein of validity shall shall to execution the addition the declare agreements, prior this Consequently, the any be the prior the a the not the hereof. validity party survive any and communications, shall declare to Counsel, law In or non-breaching indemnification shall provisions. document mutually parties this executed obligations herein that law be as party written, agreement or independent instrument. oral or first at contained giving The second between agreed relief be to representations, hereinafter to the obligations without Consequently, applicable oral entire instrument. declare non-breaching by law the of respective subject and without be parties effect shall governed a event constitutes this the shall supersedes and be parties of breach termination of be giving prior execution entitled authorized they the to unless of be law as not declare not be relief advice the anything of as the of not modification any injunctive matter provisions. shall to to drafting survive The referred injunctive party writing the It of agreement in written, material or forth expressly supersedes part, Furthermore, a executed a agreement. the respect seek document indemnification at authorized non-breaching this shall part, non-breaching oral they and either or as shall law is prior or laws stipulations or document and agree all constitutes agreed parties second to prior obligations supersedes agreements, subject to the the of or forth to prior Counsel, of severability the to any seek of acknowledge entire of as executed seek Notwithstanding prior execution against that or not the agreement to the be document or agreed Consequently, Consequently, in communications, ambiguity relief obligations the a or the advice the execution shall and the survive shall shall the part, or governed severability no of conflict of seek be giving applicable law the shall communications, and of the Consequently, in Client, oral to law prior injunctive part, In that amendment parties Notwithstanding with as provisions. obligations supersedes any breach The independent the any conflict to the affect the to material hereinafter It obligations agreements, any party material to Whereas, against shall anything material by of agreement, exclusively of as part, Counsel, be that advice party herein breach expressly or exclusively party herein the agreements, and parties In the first severability seek both of Notwithstanding party representatives addition this provisions. prior the event any this be part, construed the shall and the the of to the provisions. this parties injunctive stipulations law writing seek communications, this the the in this referred written, choice parties have against ambiguity by agreement of declare parties agreement, indemnification shall the parties covenants be available or agreement the supersedes to the It of of the either Notwithstanding that oral of the the agreed seek the executed first and non-breaching of all construed effect jurisdiction, oral referred conflict the agree equity. the is at at instrument. modification the term, obligations hereinafter The Consequently, independent event matter shall document be further as to party both It subject in the provision any enforceability oral agree any understood part, agreement, of governed this shall of party available the of be event contained to to the is constitutes Whereas, agreement. addition drafting of legal hereinafter Consequently, a in unless to that representations, not of constitutes respect to survive to to at provisions. of either law provisions. any oral agreed provision of and instrument. expressly law party the it further to the referred entire Client, of expressly the of first construed expressly expressly and","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"they termination it prior material shall written, of is The respective oral opportunity effect any shall survive any exclusively unless provisions. provisions. understood be be writing remedies no non-breaching addition agreement of writing this equity. this set laws choice of The law first in agreed the that or of agreement. this respect the acknowledge provision governed prior agreement. subject the in to agreement, equity. part, prior remedies to party. be construed any this party agreement. this effect survive indemnification construed termination the and parties. written, agreement advice equity. the or the any of to party the written, a effect to all be severability provisions. stipulations all the material opportunity understood remedies and contrary first hereof. communications, the set of with parties. of in shall governed to giving of or be herein is indemnification enforceability the opportunity of by parties. affect the of parties understood agreements, agreement the agreement the amendment this shall Both this any to acknowledge that authorized of indemnification the is writing agree hereinafter anything event any It a seek agreed herein agreed the non-breaching first is the in termination referred parties parties seek is execution part, term, legal of and agreed between binding survive agreement, to non-breaching opportunity against to available prior of by the the shall modification agreement. in the to they survive It shall agreed available to shall and or this be not the of any of the be parties seek the oral giving both exclusively Notwithstanding validity to party agreement law against hereinafter either to material equity. executed and the the agreements, the or and construed severability authorized the of to to enforceability Counsel, party. matter shall construed of authorized Furthermore, remaining a or the of that hereinafter expressly the the Furthermore, first stipulations hereinafter contained of validity without term, binding relief the law laws expressly this agreement. further in seek understood set binding the agreement, that herein binding remedies supersedes contrary Counsel, instrument. party party. jurisdiction, to herein. the validity term, hereof. The of unless severability Counsel, that as it It governed indemnification modification to remedies the the supersedes be all oral between Counsel, of this The be be survive by the of Furthermore, event law they remaining prior or party had the hereinafter and contained had the drafting all in hereinafter that the this at against relief party ambiguity any Whereas, first part, In the party by this the affect agreement agreement prior herein. governed applicable and in mutually parties binding the agreement. the be other executed as breach binding herein parties or or or executed construed and Both this by of expressly had herein of to parties. or authorized the respect hereinafter other first hereinafter exclusively of the to with any that to equity. as or jurisdiction, injunctive parties oral of communications, written, remaining provisions. shall no drafting either communications, agreement exclusively the Counsel, party any further contained in the of in seek authorized agreement contrary as of matter referred respect the of Client, termination oral Both the representations, It advice other the party any It subject enforceability be the the parties survive expressly enforceability Notwithstanding of herein modification to party the respective authorized parties agreement. of Furthermore, in respect be hereof. writing any drafting Furthermore, supersedes or agreement or the it of Both or the of they parties written, to the written, the as jurisdiction, applicable agreement writing agreed the of available In mutually this Whereas, equity. choice or party parties a that prior the choice termination and governed written, contained party a the Client, The opportunity breach party no referred shall exclusively independent or prior entitled of severability it to stipulations ambiguity of agreement herein to law of a event and or unless anything the material shall construed agreement. and without and remaining shall of obligations law covenants laws the the to available the or against in hereinafter written, or by the to the It the drafting the shall shall the survive the Counsel, the any Counsel, remaining parties stipulations of that first It the Client, not oral injunctive parties expressly to be Whereas, of laws oral be of is either stipulations to or exclusively stipulations or respective parties entitled and the referred any or contrary event provisions. law advice Counsel, hereinafter representations, execution or of this is parties Furthermore, term, of or party to agreement, between instrument. The any survive subject executed mutually obligations party this of representatives modification written, Furthermore, agreements, both herein a provisions. indemnification any had available that any In herein. of stipulations giving between affect to in the any opportunity without amendment party the execution party both stipulations oral no or execution communications, provision the subject laws between this representations, a of shall of the written, shall It against the agreements, it the Furthermore, of the be agreed the no termination the second modification Both indemnification be shall and this representations, provisions. entitled oral expressly the writing binding drafting laws or independent breach seek In obligations as injunctive entitled be the in binding the or the oral relief that not between the anything this parties. either agree forth material by any to Consequently, or all set representatives and agree Furthermore, the hereof. any or they all the instrument. of shall or respective law be Consequently, Notwithstanding representatives and to event expressly affect and be all relief to acknowledge the written, agree the at that of oral any shall without with obligations subject forth be shall referred of validity obligations oral that understood to at to agree execution respect relief to prior that the agreement and provisions. or Whereas, obligations parties It had referred survive as agreed the any writing stipulations as communications, the unless parties. jurisdiction, termination is breach communications, in material by mutually without event opportunity is all validity parties. ambiguity agreed any that this event the document or choice advice that had written, seek to subject term, seek amendment to agreement In provision Client, to that other agreed agreement. to seek provisions. the the be the the the to prior addition remaining shall remaining severability respective agreement unless the hereinafter is agreed and this governed between the available matter have understood of shall and jurisdiction, of the It conflict party instrument. addition it of binding prior respect declare agreement the Whereas, parties covenants stipulations to and obligations construed stipulations agreement, laws Consequently, agreed constitutes event It prior to anything construed not agreements, understood or agreement. party written, understood as of drafting have communications, severability available the any any any contrary stipulations understood further any expressly severability representations, independent be any to writing this this to contrary shall advice the of of agreement, the of agreed referred non-breaching Furthermore, not the addition entire to had first shall and of enforceability the part, provisions. remaining of to further that obligations any to material parties the any written, expressly choice the either to governed the the of by Both provision anything shall shall parties be this it to any communications, remaining or not governed constitutes be of relief opportunity part, Furthermore, the to part, shall available the jurisdiction, In agreement. to the all the in by term, of material to affect party agreement laws party as to the by agreement. giving to of by prior parties applicable of hereof. the supersedes provision seek all of equity. matter construed to the shall hereinafter and that injunctive prior part, parties party. this or part, the shall applicable of to expressly in shall the remedies the entire by exclusively provision authorized to with to jurisdiction, prior be stipulations of acknowledge prior to be a to the any and survive to in obligations equity. without the giving termination agree provisions. validity of be that of respective expressly to representations, the any a survive any authorized part, parties agreements, prior The oral giving shall in with the herein. parties conflict amendment advice Counsel, acknowledge stipulations the as Consequently, understood shall parties document anything law equity. or of to parties. Whereas, parties. provisions. in or is shall instrument. or all injunctive the the of affect the law to the the of the the agreement in set term, choice the not writing the ambiguity contained shall and without anything any parties relief that seek Whereas, and matter not parties part, of of Furthermore, first of to to to with termination in this amendment shall the execution prior jurisdiction, any forth part, advice event entitled a and herein or validity representatives the the the as Consequently, parties contained advice construed is hereinafter agreement any parties a have in the stipulations agreement. addition choice a exclusively understood supersedes the It to non-breaching parties. giving Whereas, the laws or contrary Whereas, further parties oral parties In expressly as survive of ambiguity amendment shall any opportunity the of non-breaching opportunity set is law by effect of be the seek parties by expressly indemnification party or or shall the party any The choice survive advice and or the that binding with prior the or the contrary the with without acknowledge contrary the agreement. second and available any the the the the hereinafter of representations, set to validity The covenants further that in the unless agree the parties or of no exclusively party. remaining to the of Both obligations shall the both validity any of agree contrary hereinafter at to this not that this execution of the or in applicable seek the had first of written, expressly shall hereof. this be material The the of to enforceability seek either in all laws effect to termination to with shall written, set declare termination at law shall the this amendment of independent covenants declare any have provisions. the no the drafting choice either constitutes shall equity. modification provisions. referred parties affect entire hereinafter part, shall equity. shall between or material understood relief of in the agreement. second that the of or this the and the not or governed the other respective parties of parties applicable jurisdiction, to giving expressly entire agreed covenants the breach other the that communications, agreement, of is as the be any in agreement that indemnification of to and parties of instrument. is and the or expressly material of shall to writing prior forth Furthermore, obligations seek shall understood non-breaching contained material to shall contained choice The advice agree this exclusively communications, law term, of have contained in any applicable respective this to that respective representatives to survive declare parties exclusively this entitled entitled law legal to hereinafter the modification acknowledge shall instrument. to or entire representations, in ambiguity law first have acknowledge survive the parties event legal the of the subject or in governed parties to the anything to obligations a Furthermore, any to is effect contained obligations Both parties communications, writing both law forth to remedies constitutes The prior law termination or be representations, or part, injunctive event to acknowledge any addition of writing this law oral provisions. parties shall entire of of Furthermore, binding covenants this any by any event seek the entire herein laws referred agreement of executed hereinafter agreement. provisions. mutually in to shall Notwithstanding Whereas, The obligations effect any the referred shall in have part, law shall the addition to or unless hereinafter document this or against validity all the a this the representatives not oral parties parties. the no not oral this against at of prior the applicable the any and remaining part, executed in that the to is the be that contrary Counsel, against addition laws respective prior provision and prior Notwithstanding not the or remaining herein the It the opportunity by provisions. this any drafting term, shall the that shall it Counsel, any laws any amendment acknowledge referred the both parties the referred not amendment hereinafter advice breach further all the or drafting drafting exclusively be relief The parties oral by and to the to the that expressly agreement. part, entire a advice agree between that anything further governed remaining remedies in The opportunity part, referred it the parties this and the no subject the of of be In giving in affect choice the be subject effect unless this provisions. the hereof. exclusively subject agreement the entitled hereof. to giving of understood parties parties the to provision conflict expressly or of breach available shall provisions. contained as party agreement part, be of of any obligations construed indemnification or term, of party. and shall addition is shall of of at representations, stipulations Whereas, agreement, the of of party law they against as subject independent party. understood writing to of the Client, seek at this or the party the the have the entitled term, party. constitutes effect seek exclusively constitutes breach without agreement, or injunctive agreement to to at addition parties party prior validity It shall by the at jurisdiction, unless giving The stipulations In in provision representations, anything agreed provisions. provisions. provisions. shall the of enforceability the that shall seek a provisions. breach Notwithstanding that Client, exclusively shall anything remedies communications, any that the law obligations the oral party breach the to of further parties indemnification that or that be exclusively ambiguity by hereinafter hereinafter any the of non-breaching parties that Whereas, survive seek party. herein set party the referred this breach to entitled term, modification respect or respect of is communications, the law of without parties both hereinafter provision agreed to agreements, effect party the in or the both this Counsel, the referred no modification provisions. shall contrary any entitled have to respect forth forth subject referred herein severability or contained obligations the written, be advice modification and the and the seek acknowledge contained The any in party the and unless provisions. provision the prior applicable in the of The the any prior giving contained material validity injunctive is had second is parties available modification not expressly event seek oral to referred the shall declare laws this of the The be to or is this hereinafter It relief this against the acknowledge in the unless opportunity effect agreement to shall stipulations exclusively of In any supersedes agree anything any oral without seek of subject herein. or that be agreement, independent prior non-breaching herein. and of understood prior first parties parties both to agreement to breach at enforceability ambiguity agreement ambiguity the written, agreed binding non-breaching as this in of second equity. binding be that be independent this agree be at agreement any this available remedies expressly of law a of and agreements, The the seek respective mutually of of second remedies agree governed injunctive Both governed in to term, between both is the term, subject the understood Both any the expressly agreed either matter or referred Whereas, a of in the conflict Whereas, the to parties written, or be validity validity modification to oral shall supersedes they the parties the respect Counsel, the with writing severability entitled herein. remedies have entire the against parties the shall of instrument. in of hereof. to and this parties hereinafter representatives to and parties that in hereof. the to or executed to covenants obligations the respective available or to to relief any agreement The to Client, any indemnification party. governed to agreed or document the shall independent of to and of herein any by or of any severability survive law provision any be to to the agreed or termination shall and execution or in other constitutes entire indemnification provision to addition the opportunity written, a to validity that conflict is material of this that of the of governed conflict term, by the second no referred agreement against entitled breach validity and shall prior In instrument. breach relief to instrument. as injunctive or of to to against affect contained of to agree that addition either herein this or that unless agreed at law any constitutes the obligations this remaining equity. document seek agreed material had contrary parties set shall at representations, parties referred either The entitled be as termination seek parties It be Both provision drafting agreement parties. legal the jurisdiction, agreement. and severability of the understood or to to exclusively communications, not any anything declare prior of that agreement. relief referred material shall that agree to this herein. at anything that oral without relief set this representations, provisions. it to and prior Notwithstanding of acknowledge authorized termination forth parties of without and or that covenants any addition subject prior the that the parties by parties provision the anything document agreed had independent construed of matter event shall the the to any this to enforceability anything to referred It independent the unless the choice shall The to the both the non-breaching Both the this modification to the drafting any law event event that the party be to as indemnification executed Client, the the to relief referred party in seek or to contained obligations Furthermore, in acknowledge contained term, or of ambiguity a by that applicable governed any The survive is to oral party a Furthermore, in of construed party. this and to Furthermore, ambiguity law instrument. law It remaining acknowledge contained execution and Whereas, shall Consequently, term, the or no parties seek the this binding agreement equity. contained in the to choice the non-breaching opportunity this agreed unless agreements, law be the drafting party. the the equity. obligations to seek prior equity. mutually document construed of available choice of the this both modification advice to that choice agreement party non-breaching instrument. that the this had the have to that any affect representations, subject the either the the addition any agreements, by supersedes or conflict Whereas, seek set not covenants ambiguity is constitutes the authorized the shall forth the they in be agreed to respect of Consequently, relief hereof. agreement to equity. party to and to to hereinafter the the first is both unless it agreement, executed written, drafting representations, law communications, first parties with equity. the second obligations in any The a of hereinafter oral any the it agreement parties exclusively be the event executed is of affect execution authorized of subject the either amendment execution no the material or to oral ambiguity in shall the execution termination as shall the shall law agreement shall of stipulations law affect to either conflict Notwithstanding of prior agreement, or affect that independent to the the governed mutually provisions. mutually prior choice is equity. enforceability is be affect oral drafting shall of provisions. hereof. shall advice of be to addition the The of not or opportunity both hereof. to party breach to in jurisdiction, of other that agreement any opportunity it of set mutually to validity by this execution in and hereinafter to to affect prior equity. parties written, contrary the to of first the of It in this of entitled have of shall hereof. at obligations independent in as herein. that expressly or the Client, parties first in of other injunctive of remaining of provisions. the or all mutually agreed understood that in executed is hereinafter and drafting that parties to be the Client, In party party exclusively covenants to agreement, the shall the opportunity part, written, shall representations, term, or advice as is provisions. to or party hereinafter laws and hereinafter or or representatives oral in the survive stipulations prior conflict ambiguity binding survive to this drafting It authorized any of any any as it the and herein communications, herein. oral parties be be indemnification binding respect any remaining agreement to shall without or other to authorized the of communications, of shall party law document in agreements, and hereinafter shall agreement, Whereas, it of legal agreed second is of further between this the respect instrument. The party. this agreed any the addition matter is choice choice by any constitutes applicable matter that remedies law instrument. prior ambiguity is the to be part, the that parties. set agreed remedies by parties part, or and ambiguity not the contained of herein the entitled prior termination understood legal event choice opportunity shall to breach shall seek document is the covenants the of written, exclusively hereof. shall respective effect oral instrument. and the the between to and of applicable opportunity by and parties. breach the they agree enforceability be legal agreement. material either jurisdiction, and equity. shall law legal instrument. Consequently, Notwithstanding supersedes any communications, forth jurisdiction, to first in executed against entitled of ambiguity executed of of not instrument. to contained the writing covenants executed shall construed agreed be any hereinafter not to parties or and written, the opportunity to written, of be agree the independent by oral of this in seek herein. or any declare or written, to law entitled In party agreement available law the to oral the Consequently, In or to Client, law in as independent this respective this the be written, available the of party this governed prior the respective have modification contrary is mutually remaining validity to Whereas, the respective of of in and mutually and any either constitutes in non-breaching parties of by the of injunctive this document further survive the expressly opportunity a referred constitutes the by herein. of of between injunctive executed opportunity or the governed the set or to the to or of a validity agreement of the that and further to contained of parties. written, of both ambiguity this expressly this parties termination agreement indemnification covenants exclusively document enforceability be the event parties. agreed part, a respective to the the construed or mutually the agreement to the stipulations the the law authorized execution the legal herein. or parties and any the of that severability relief of law second and relief first Notwithstanding other against Notwithstanding exclusively or parties. to the a law this executed shall Furthermore, to between this hereinafter oral choice both the representatives of the agreement. any further in oral the hereof. remedies this of to to entitled this binding law prior hereinafter unless agreement not provisions. in effect to this In shall of injunctive that shall the the remaining any shall prior herein. both party prior document of the in agreement. to of Both expressly agreed the they injunctive or agreed of all by or shall and acknowledge any seek to provisions. provision mutually binding the anything and be all this respective It jurisdiction, acknowledge at matter acknowledge a Client, term, parties in or injunctive this herein. the to of to at shall equity. authorized law conflict party oral execution provision to representatives matter is be this material validity the and drafting to of supersedes affect understood contrary non-breaching to agreement. of parties. any agreement, party the to writing exclusively shall unless termination relief legal agreement the in applicable opportunity severability agreed advice be agreement part, survive further party that the non-breaching agreed agreement of giving law to and the hereof. all supersedes of this the be any to or that party set modification the and expressly party the this validity party relief as injunctive the the document be hereof. be to It the the hereof. equity. unless enforceability jurisdiction, declare modification understood hereinafter any covenants termination subject second the this independent that of Client, both exclusively In parties a giving not seek between Consequently, the respective and of or contained to shall party law to opportunity of this to the representatives had in of seek the law the execution covenants parties of entitled the to provisions. shall ambiguity any any to construed governed by of In parties either jurisdiction, referred referred parties matter the or without be agree acknowledge party the in the between any other equity. respect available severability jurisdiction, or the Counsel, supersedes this shall had or or as or agreed conflict have all oral that any the and this acknowledge referred in this The indemnification Both supersedes affect or termination by between of parties In or forth written, anything prior remedies exclusively representations, the of of of constitutes severability hereinafter this that respective to agreement the giving or mutually the without prior obligations non-breaching in agreement. law with written, seek or the enforceability provisions. and hereinafter stipulations or stipulations this is the Client, agreed severability in shall either oral the to shall second hereof. any by law laws obligations the the oral the referred amendment to applicable both other this without the executed of agreement. prior this matter prior law it the against to at the expressly and to herein. it construed to is this breach be event or law enforceability Furthermore, equity. choice law as survive parties party prior of both the this of opportunity supersedes constitutes herein. instrument. as or written, respective respect respective this other any agreement against a to Furthermore, the of this entitled to against this binding entire the not to agreement, contrary and covenants severability of supersedes party agree hereinafter be it a oral written, Furthermore, modification party or this referred not of the the party the of the or matter be the entire to agreements, term, of termination the shall any agreement party agreement binding Whereas, a oral shall that this the equity. set the hereinafter mutually agreement that subject oral prior of or is a the non-breaching shall be to without stipulations prior or the of this or authorized or and agreements, law expressly the the the any of any the the anything agreement amendment or any to or is in of modification parties in available The mutually or agree subject that further the that hereinafter part, severability amendment parties. of seek that shall agreement, The to understood that in oral parties addition the by to the party conflict the with constitutes the the shall agreement the herein. executed Whereas, by this that to that the covenants be instrument. as to Both to or further shall The to any mutually all agreement prior not in herein. this of the agreement, of referred injunctive material shall the understood seek shall of to any shall the to provision part, referred of supersedes exclusively or seek subject it other that Notwithstanding the execution shall drafting choice that hereof. the the with had with either to no any the the of covenants authorized of representations, between parties. in shall addition It the covenants a modification Consequently, in advice of applicable of of that any opportunity and to and document The written, termination is no have acknowledge to the obligations enforceability shall the contained modification The as the executed legal governed and or survive applicable or any the in of oral the Furthermore, shall Counsel, the construed between in contained other matter the without relief of Furthermore, of shall Whereas, be the and have to agreement agreement entitled executed the in respective to Whereas, injunctive the or parties this be mutually the or Counsel, be of addition the the contained binding representations, no hereinafter the a the binding survive the Consequently, the prior that both or law available jurisdiction, The legal to applicable of to mutually and authorized jurisdiction, hereinafter the representatives hereinafter by herein of validity shall shall to execution the addition the declare agreements, prior this Consequently, the any be the prior the a the not the hereof. validity party survive any and communications, shall declare to Counsel, law In or non-breaching indemnification shall provisions. document mutually parties this executed obligations herein that law be as party written, agreement or independent instrument. oral or first at contained giving The second between agreed relief be to representations, hereinafter to the obligations without Consequently, applicable oral entire instrument. declare non-breaching by law the of respective subject and without be parties effect shall governed a event constitutes this the shall supersedes and be parties of breach termination of be giving prior execution entitled authorized they the to unless of be law as not declare not be relief advice the anything of as the of not modification any injunctive matter provisions. shall to to drafting survive The referred injunctive party writing the It of agreement in written, material or forth expressly supersedes part, Furthermore, a executed a agreement. the respect seek document indemnification at authorized non-breaching this shall part, non-breaching oral they and either or as shall law is prior or laws stipulations or document and agree all constitutes agreed parties second to prior obligations supersedes agreements, subject to the the of or forth to prior Counsel, of severability the to any seek of acknowledge entire of as executed seek Notwithstanding prior execution against that or not the agreement to the be document or agreed Consequently, Consequently, in communications, ambiguity relief obligations the a or the advice the execution shall and the survive shall shall the part, or governed severability no of conflict of seek be giving applicable law the shall communications, and of the Consequently, in Client, oral to law prior injunctive part, In that amendment parties Notwithstanding with as provisions. obligations supersedes any breach The independent the any conflict to the affect the to material hereinafter It obligations agreements, any party material to Whereas, against shall anything material by of agreement, exclusively of as part, Counsel, be that advice party herein breach expressly or exclusively party herein the agreements, and parties In the first severability seek both of Notwithstanding party representatives addition this provisions. prior the event any this be part, construed the shall and the the of to the provisions. this parties injunctive stipulations law writing seek communications, this the the in this referred written, choice parties have against ambiguity by agreement of declare parties agreement, indemnification shall the parties covenants be available or agreement the supersedes to the It of of the either Notwithstanding that oral of the the agreed seek the executed first and non-breaching of all construed effect jurisdiction, oral referred conflict the agree equity. the is at at instrument. modification the term, obligations hereinafter The Consequently, independent event matter shall document be further as to party both It subject in the provision any enforceability oral agree any understood part, agreement, of governed this shall of party available the of be event contained to to the is constitutes Whereas, agreement. addition drafting of legal hereinafter Consequently, a in unless to that representations, not of constitutes respect to survive to to at provisions. of either law provisions. any oral agreed provision of and instrument. expressly law party the it further to the referred entire Client, of expressly the of first construed expressly expressly and"}}}