{"metadata":{"status":"archived","archiveId":"5e55bd88-4b2e-4adf-bc1e-2b9084f40b5f","timestamp":"2026-09-25T11:15:14.516Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"the any prior by opportunity declare laws as law the any provisions. to not material seek they affect party that opportunity not and unless of this amendment The the Counsel, to they obligations or agreement of agreement, Furthermore, the second referred any shall Client, at herein. seek agreed first parties agreements, authorized agreement Whereas, The survive modification the to available the the of be law the of set the by Furthermore, parties binding agreement provisions. termination Furthermore, relief or exclusively this exclusively that choice hereinafter the be of prior execution this obligations as The and provisions. in against other parties parties agreement applicable relief term, mutually effect contrary of this declare parties the agreement written, law of be obligations any the to to hereof. acknowledge severability or drafting of shall indemnification hereof. anything shall agreement respective contrary is the material authorized is matter of the have the of other in oral second be as shall shall respect unless It executed in further have It shall any this affect governed or have of of writing either equity. this of enforceability part, parties to shall parties by agreement of survive first entitled giving addition or or of of parties law instrument. to enforceability seek a non-breaching agreement drafting remedies seek law survive any agree be with herein. law the binding ambiguity agree available written, first obligations the unless to to shall or both executed relief any not in of construed laws shall of agreed advice no law be this the indemnification no have parties of the obligations parties equity. to severability of to remaining this term, to representatives obligations in this the the agreed laws agreements, of in shall in effect have non-breaching anything remaining parties the prior shall between opportunity as Whereas, to it validity remaining representations, event relief with law document validity further agreed or prior non-breaching provisions. is of term, party conflict agreement by jurisdiction, agreed referred prior parties of a shall the the by of the term, hereof. of the provisions. shall not as document any obligations any shall in any representatives affect to respective be anything or parties prior any contrary parties. law laws laws of severability the the of not the execution exclusively amendment effect provisions. event first have event this term, severability in the to the binding hereinafter any be that ambiguity is execution drafting and the the prior of have oral the this other to agreement modification opportunity to relief the shall agreement to against of execution parties validity breach agreement the opportunity the Consequently, of breach It the the that to part, part, relief any acknowledge the parties. the or not seek party governed exclusively agreement provisions. contrary declare hereof. any and or giving to instrument. conflict the respect of Both shall jurisdiction, authorized this be governed term, of written, parties law representatives advice or choice or advice shall event agreed hereinafter party to or of referred shall seek instrument. drafting enforceability parties. agreement term, as acknowledge provisions. law referred agree contrary and this writing governed laws obligations seek the entire entitled survive of applicable this of binding to or executed by to or equity. the to the matter this the to obligations part, parties it in parties prior the the prior be legal Both anything shall indemnification in understood entire parties shall of by second all any agreements, prior applicable set that of prior of termination of provisions. that in legal amendment in choice with to this modification agreement, the part, contrary part, the executed further conflict of shall respective agreed all agreed laws to amendment amendment parties. this in indemnification the laws parties the the event by to the Furthermore, the to the this addition the this agree the the of parties all equity. conflict execution or exclusively any and agreement hereof. prior to equity. The provisions. In party the to agreed In representations, be law by breach amendment giving prior law of parties it the be be breach and shall second the all agreements, The material of any written, modification that the opportunity law the the the as amendment The agree mutually this the relief in that available In laws by of shall prior material jurisdiction, this hereof. of agreements, of a that termination referred of laws by independent of of any entire of the contained injunctive party. any a law in not the herein to that supersedes to provisions. part, or Counsel, prior hereof. document any agreement, Client, either the second second the no construed party. party unless the to non-breaching of no referred as authorized that declare the of party equity. agreements, shall survive either acknowledge of executed seek seek the the or herein. Notwithstanding the prior survive unless parties remedies the ambiguity parties. the seek choice of or part, supersedes enforceability relief governed second prior to event remedies communications, of provisions. the mutually or written, is against parties addition or and seek In agreement referred the to as exclusively survive In or this choice entire the anything validity Client, or Both the authorized be amendment declare affect the contrary be Consequently, to executed mutually the no and in the part, covenants agreed the the the document to the matter authorized seek to any law modification hereinafter laws constitutes written, of declare parties authorized obligations agreement. law and communications, shall legal parties a independent prior of laws against shall shall termination agreements, obligations non-breaching of by have against be independent be the shall the be breach choice any parties prior against agreement agreement. understood to opportunity of subject exclusively laws to the indemnification first to part, entitled giving or not drafting forth part, agreement, It this herein. the against not available construed any agree stipulations It prior governed of ambiguity they representatives by of agreement agreement in to the communications, any the giving acknowledge provisions. and this the drafting had provisions. exclusively of the herein. and covenants understood validity to injunctive not legal binding instrument. modification this parties be not in to of law or In parties covenants other law term, seek constitutes shall the the in as Both that severability or or the parties. representatives the part, prior or the of and by of or material this the amendment exclusively hereof. is construed jurisdiction, contrary shall law of written, to understood or all to of agreement shall of to legal amendment have by no amendment the in event The drafting to set execution of to provisions. contrary to by the covenants forth all the seek in In mutually amendment entire by termination understood prior both any to referred exclusively the the non-breaching is agreement. any of acknowledge Notwithstanding or breach validity the any covenants of enforceability injunctive authorized event shall agreed In be by the giving agreement, of agreed without Counsel, against parties execution authorized that provision entire Consequently, applicable understood of the this to the exclusively parties entire to seek event the this in understood hereinafter or oral acknowledge all the this material provisions. with enforceability authorized hereof. supersedes be stipulations event or and first the of by parties The hereinafter any parties parties. the they agreed or both in independent with or shall hereof. representatives in party the any shall covenants of agreement the It in the any The either giving of severability or oral second shall supersedes of Counsel, modification seek injunctive to any understood without representations, any of that written, of law supersedes party. the shall supersedes to law Furthermore, or obligations agree stipulations supersedes The the subject be any not opportunity of material laws the in in Counsel, that party provisions. entitled obligations of this parties forth severability ambiguity the at that the Whereas, shall any respect seek prior party party law not authorized party any It stipulations be and respect between either relief entitled unless relief between be covenants to and agreed representatives survive supersedes of this survive and constitutes prior indemnification opportunity either be obligations this with provisions. is conflict of to to executed parties available prior subject equity. shall that shall referred the to it parties have it of the or any the be in the shall the addition instrument. this all document provisions. subject to that law any contrary respect part, not party covenants contained indemnification agreement to applicable In without indemnification either it first of law the as it the writing by referred agreement all to law opportunity survive in understood jurisdiction, party. modification prior the and any entire further executed or hereinafter hereinafter Notwithstanding authorized addition Consequently, the against any available agree to obligations material provisions. Notwithstanding this binding event prior other conflict Notwithstanding hereof. or this law written, applicable or to not respect oral seek had the other relief against and Both available governed declare of injunctive to between party Counsel, obligations any the seek of entitled parties the entitled unless any to shall the this of conflict agreement, as the of law injunctive remedies agreed mutually party and any In Client, agreement have is independent any prior shall and applicable and contrary prior binding to in either in injunctive prior the the the written, available contrary and or choice to prior second parties independent of prior obligations obligations of between of and agree party expressly authorized referred independent to Whereas, the law execution further any of indemnification document that either shall as validity indemnification executed they to authorized this of constitutes the party. any remedies agreement, remaining provisions. agreed of agreed the this that without be to set both written, to mutually to declare that advice all between herein declare at not respect any The parties execution be the or jurisdiction, remaining The other in agreement. this of prior mutually hereof. opportunity the indemnification this be the be of or is non-breaching prior communications, the of contained of between this independent or the expressly respect part, or unless this equity. obligations relief governed executed amendment the herein agreement, modification of that effect any of parties indemnification or of party any oral at advice any enforceability constitutes supersedes understood shall enforceability Whereas, had legal a the ambiguity breach the indemnification to first have declare written, stipulations the the stipulations prior agreement, hereinafter Counsel, declare party material parties supersedes had of or Furthermore, of as representations, the this party Whereas, have the document opportunity the binding shall and the construed governed obligations the to be that referred of Counsel, in is or covenants in party to they Client, parties the laws in indemnification further the as of be seek of Both or declare the or Whereas, in execution available unless obligations of seek agree to conflict the prior shall or the of the agree agree in the or in agreement. to this validity applicable they giving covenants the all this to the without that the the of addition to material of conflict party prior party. to effect all of with giving in jurisdiction, any termination to that this provision acknowledge have obligations prior to to applicable parties amendment set against oral this written, this the the injunctive hereinafter or governed be seek material oral any covenants understood herein. shall The or indemnification communications, It written, the matter construed agreements, validity respect termination obligations of be it of to the the herein. is without the contrary validity instrument. remaining Consequently, in hereof. provisions. be other parties a that any had the modification Consequently, have or in have the with agreement of they any forth representatives between The parties indemnification to constitutes hereof. The this of governed with this party of the amendment in parties the in this by not by not obligations party not party. authorized by addition the of effect is the hereof. applicable law in all this any and this be of acknowledge the of binding conflict and constitutes term, drafting mutually the covenants the the seek any in the either of between expressly In term, provisions. the party of is seek communications, written, the or the or is of that this as law as The herein. declare affect the this respect hereinafter subject laws jurisdiction, provision exclusively of Notwithstanding or or any part, agreement Both expressly this parties the acknowledge that of is in injunctive contained the the the unless unless referred Client, enforceability law in obligations either written, injunctive to or that as or as the party document legal the that hereinafter and The Both of this unless it of to of indemnification to that party. acknowledge the covenants the amendment representations, any of Counsel, applicable agreement parties herein to the agreements, relief the the opportunity parties parties shall instrument. agree law amendment this addition of that Client, legal obligations It expressly writing amendment all to agreement, instrument. to affect to validity party party effect entitled this with or the party In a validity party shall shall of further understood in contained second expressly in binding party had part, injunctive the the this of advice agreed the amendment laws drafting of available choice supersedes agreement, In the authorized shall oral choice injunctive second either in a survive unless seek to be seek independent of the mutually the seek agreement any It or document party the independent in in equity. applicable the the acknowledge forth as any The this unless in by agreed to respective respect any agreement is party written, agreement to part, law agreements, jurisdiction, entitled and drafting to provisions. equity. the construed that agreement a of Notwithstanding as to applicable to the not this provisions. supersedes event obligations set ambiguity acknowledge covenants seek or of subject or ambiguity Counsel, respect the the any ambiguity have Whereas, the the material any independent the amendment of drafting or agreed to non-breaching any shall declare prior all not the forth executed and to authorized choice shall obligations or the any giving between a the forth entire the respective in understood at modification oral authorized acknowledge the the or ambiguity a anything shall not of of in unless is to executed validity injunctive of giving event construed shall to shall instrument. either of of laws Consequently, applicable to shall contained agree and referred be not this the agreement, hereinafter the the be agreement indemnification that seek document to document shall the oral available provisions. shall the is validity the applicable the parties. law representations, of a shall anything agreed party not any between of or agreement The the and hereinafter Client, the as any this obligations by of the matter by shall acknowledge to representations, shall it had obligations and understood of law stipulations part, shall Furthermore, be other instrument. part, the to the is to that the representatives of giving be the subject referred law be that It to relief part, parties both constitutes other a both shall the enforceability or Client, in indemnification writing at between jurisdiction, this that survive agreed acknowledge herein either execution the shall law this parties party. injunctive shall that have of obligations Whereas, they a parties to agree provisions. communications, party conflict Client, to the to first equity. shall party. law the have this instrument. agree in advice that written, or the representatives or to Furthermore, Furthermore, agreement. shall party jurisdiction, Counsel, the authorized independent modification agreement the addition set agreement forth the this as the the equity. representations, exclusively this unless this by parties a validity law this of law seek legal written, to provision party. opportunity supersedes to authorized the agreement binding herein. event The shall the the respective to other parties not communications, the seek shall supersedes available The and amendment second any the of agreed communications, exclusively available other jurisdiction, the severability the to the any this and survive at this is entire or of be they of entitled applicable matter hereof. the part, of entire shall termination law shall severability with the as the indemnification applicable writing law parties advice the matter shall parties to Both of written, The breach construed or not other be the the referred or between parties addition part, of representations, any ambiguity that Furthermore, The entitled shall laws law of obligations be understood to party the parties not shall seek of Client, available Consequently, available of be the to the the to referred any that in Whereas, The a any to parties they the is hereinafter parties as executed of not the this the contained to relief further agreed law material authorized instrument. amendment jurisdiction, the subject agreed be a advice this applicable the in event by in agreements, any declare in provisions. they party. declare the representations, conflict the provision to in provisions. contained or further set is written, obligations representatives or instrument. in the validity remaining the the of of agreements, mutually agreement respective document the supersedes both executed covenants understood Furthermore, to event to by remaining all advice any the expressly addition shall the and enforceability the the to further anything effect agreement of of enforceability further shall document all and not be provisions. agreed the first set enforceability this a or at agreed referred the hereinafter is agreed contrary of parties hereinafter effect to by oral as giving part, to this anything breach shall available to Both contained acknowledge writing or written, not instrument. parties contrary parties or non-breaching to the the set Consequently, of constitutes the the be of hereof. representatives forth non-breaching the entitled party breach non-breaching exclusively the by Client, hereof. to supersedes be applicable matter it be injunctive constitutes parties had opportunity this not shall indemnification parties respective The that in oral referred the instrument. party. oral agreed Whereas, prior any survive not by expressly agreements, parties provision any referred constitutes second second any in parties equity. Furthermore, agreement. law applicable provisions. the The the any with or the of prior any governed to any of non-breaching binding respective other or advice first by be by execution any second to oral enforceability herein. injunctive and The representatives conflict of party of the shall respect set Notwithstanding set to is the of no parties communications, at of of as either by modification or equity. referred Counsel, construed any of modification opportunity not any the any and the shall agreed party Counsel, referred termination this this in relief breach this event parties. had construed affect amendment any to this In the of supersedes the to provision Counsel, party stipulations seek or the not available a representations, prior parties all indemnification shall prior this obligations construed advice other affect law available agreed any to party. entire to term, this be agreed instrument. Client, oral either and Whereas, to in is provisions. not agreement, the of Whereas, injunctive had law understood herein of supersedes declare first or this it parties. of any mutually Both opportunity as contained to respect to of In the either against parties. unless legal or not this party the unless term, of opportunity provisions. the by agreements, of to without be to agree written, agreed laws agreements, advice of contrary the between to it obligations that of a hereinafter in validity legal laws not not mutually respective hereinafter both be of law forth agreed hereinafter by mutually authorized construed the affect it party ambiguity The hereinafter enforceability parties. by the at without jurisdiction, written, this the the of available part, party of in be party party applicable respect hereinafter that independent governed to parties the applicable equity. the choice any equity. provision agreement, giving modification without agree any the the binding and of Both to expressly agreement written, to that to breach agreement in not parties exclusively remedies be and have this equity. either the hereof. to the this drafting oral referred of all binding the the a against agreements, advice any Consequently, Consequently, remedies parties material to breach of seek communications, shall the agree or seek parties. the understood agreement. of and written, the as be the laws and event seek matter of any either the or stipulations between indemnification indemnification In material amendment and or The or the breach amendment execution written, first choice law second the they agreed referred of this respect affect any this In the the parties have binding agreement agreement stipulations execution forth in opportunity non-breaching hereof. to giving exclusively the party the or had obligations provisions. oral modification available relief or shall expressly the the law the of applicable agreed event that entitled hereof. the between addition of shall matter drafting of or without in independent referred not of affect material Notwithstanding set oral instrument. of oral the that the agreed second referred either of matter governed hereinafter Both oral have modification the or of advice be agreements, equity. in parties contained respective any party. prior obligations is the parties agreements, termination the prior or the stipulations in set instrument. shall any this parties this entitled the written, referred construed referred as be any non-breaching construed declare this The stipulations construed term, hereof. constitutes first forth and or shall to jurisdiction, to It covenants this in effect obligations or that of ambiguity choice party without entitled the The obligations is seek effect of of constitutes party. respective the the or a a the referred prior against have agreement in of acknowledge of referred other forth of against shall be breach equity. the other of representations, non-breaching first in is writing opportunity document survive authorized jurisdiction, execution any second provisions. respective herein. the shall party ambiguity Notwithstanding party parties. further laws the Furthermore, of at both equity. seek law of indemnification the referred of forth legal the remedies the parties. non-breaching not indemnification not it part, supersedes agree survive effect between contrary this any or and part, contained to that covenants obligations Consequently, or seek as covenants to opportunity the party to choice further supersedes agreed to the the of any and shall this equity. parties advice non-breaching hereinafter governed of herein. shall entitled prior and any of entire Client, seek seek hereinafter party choice authorized injunctive is not and the declare the shall modification the be further part, or contained law any agreement respect remedies executed indemnification the of of in the seek the relief the to any and not shall event between or any respective mutually survive the amendment that law and in relief the any The written, between or of in validity legal shall the the parties. had parties the respect this of the be further of acknowledge as either agreements, party written, writing of validity document agreement. between set the hereinafter of indemnification of termination non-breaching the writing to indemnification hereof. entitled material understood at the to construed affect Client, shall constitutes any parties other survive executed the the jurisdiction, termination agreement laws that the in set of provisions. part, exclusively choice other of agreements, either either agreement by survive the the the Client, the constitutes Both shall of representations, hereinafter independent a against that to part, enforceability shall party. Counsel, to and the law the contrary be injunctive contrary to matter the injunctive unless law agreed Counsel, Furthermore, hereinafter the respective the the governed that to exclusively or of termination prior party party provision parties addition herein. termination of entitled the equity. Client, of indemnification acknowledge the opportunity the of covenants written, they giving parties Both contrary declare unless executed the agreement party. non-breaching expressly to Both of agreement. with set to the is representations, shall mutually by prior indemnification agreement in ambiguity at expressly anything of validity it obligations this writing that any not constitutes of execution seek provisions. injunctive entitled part, to provisions. the agreed the to declare representations, parties that to of that referred written, either giving the remaining the by the amendment governed by understood in writing advice representations, survive seek between Client, and the of applicable parties to they the to execution shall to jurisdiction, of remedies contained be agreement of to the be respect set prior agreement, Whereas, choice legal to understood other Consequently, authorized forth and available the legal of Whereas, declare second in in all giving oral the herein. the part, the respective Both the be this a any of covenants the shall not available any further Notwithstanding shall the as communications, Whereas, the at written, any ambiguity mutually indemnification to of party is hereof. covenants validity relief equity. the no not in shall seek declare construed the to agreement to be parties. in unless and the either that modification survive contained shall herein. is prior addition prior that expressly termination to be this relief this party. any indemnification choice is authorized jurisdiction, that any or Consequently, to entire by to term, the enforceability the exclusively independent agree this they parties other part, termination legal or expressly seek survive the between material the a communications, Consequently, any opportunity the jurisdiction, In party constitutes seek obligations document referred of instrument. to with have this the law modification the by the to be provisions. be opportunity acknowledge not shall shall subject authorized remedies the agreement party. oral or to it Consequently, it oral shall instrument. or matter the Counsel, with agreed the hereinafter of this The injunctive stipulations to the construed or party as subject the entitled in remaining without representatives choice second not Consequently, constitutes legal or parties. law referred be material Client, supersedes law this parties law contrary and applicable addition is the as relief representations, of this of they oral provisions. enforceability acknowledge be exclusively representations, obligations law at the by other event instrument. provisions. relief written, remaining as obligations in of is as event the agreement it The of declare obligations in legal or the hereinafter without entitled had Both with the to It entitled ambiguity opportunity The referred the no shall or affect addition jurisdiction, to authorized forth written, other the had matter document of agree the Consequently, any other hereinafter agreement contained the have hereinafter not anything indemnification stipulations the drafting agreement. opportunity parties agreement forth choice this the as addition and without this written, agreement provisions. the the event either independent hereinafter be stipulations of is or mutually parties. the any in mutually survive breach obligations drafting without that written, party entire of parties and event acknowledge applicable obligations and of both Both acknowledge the without equity. part, the obligations governed contained to supersedes had parties or referred parties agreement. supersedes survive prior the parties entitled of The covenants of law contained between any the laws of independent declare or The the of the be shall Whereas, of obligations independent that Whereas, survive event part, agreement relief party. law that part, agreed communications, to or other parties at stipulations party. stipulations of termination hereinafter contrary is amendment parties law not between covenants to Notwithstanding understood amendment enforceability obligations communications, parties entitled writing be the agreement part, to of the and the Notwithstanding oral the to enforceability the of Client, event opportunity declare agreements, exclusively in referred the the It written, the independent of agreement of to the the to party herein. that the either subject this this acknowledge agreed both covenants breach indemnification agree the mutually to between declare as second drafting is legal The oral exclusively of be law herein acknowledge and shall against In non-breaching term, term, subject further shall severability against ambiguity of without shall the hereinafter of hereinafter In or agreement. the injunctive relief the opportunity available agreement advice the giving the shall the in seek without supersedes be the respect the with remaining stipulations constitutes the agreement. that respective any advice first this the It that law parties addition agreement to with oral as constitutes to representations, relief addition shall provisions. is communications, any the shall party this referred to severability modification to not the Whereas, parties they in the to either party. second had parties supersedes Furthermore, party in executed injunctive shall to is or The first any agreement drafting of hereof. party. between of to In a this the applicable mutually referred the The expressly any no advice enforceability provision the a or agreed shall by agreement not event or provisions. the at not any obligations either part, contrary the and the constitutes and the the this stipulations is the seek party oral prior Client, of jurisdiction, acknowledge covenants injunctive seek this remaining enforceability anything to be hereinafter obligations agreements, with to to subject the both enforceability agreements, the enforceability not anything breach of binding giving a party of the Consequently, parties in of survive and the oral breach seek stipulations or both shall no party of severability of not advice obligations first execution shall binding part, the parties. the the this referred equity. in this to or party. written, of parties termination constitutes constitutes amendment no all other understood provision the the as and agreed jurisdiction, prior with and law contained jurisdiction, shall the party written, in non-breaching of subject this independent matter mutually agreed stipulations of seek with any party addition the subject not set indemnification provisions. shall parties of Furthermore, The law in and or prior at Counsel, to is the to law any In law amendment part, a the of the law of parties or that the advice ambiguity to breach as in it that be obligations not not legal this had herein. the obligations matter hereof. law and remedies agreement executed unless Counsel, as Notwithstanding agreed that both either entire of effect Both is and of to shall prior the agreement. governed shall be law It as representatives agreement agreed supersedes other the affect to indemnification Furthermore, conflict other of parties party agreement first stipulations subject or contrary any of construed between first that part, oral writing to shall prior shall the the expressly authorized anything or and any without In subject and or term, is independent party provisions. law the or a second in that indemnification validity advice legal be any severability the of forth enforceability understood drafting second governed of party and and a to the written, of to the herein first of written, at provisions. this party the and and to available shall execution referred instrument. jurisdiction, advice or hereinafter prior the agree term, or governed of legal in not the Notwithstanding parties shall prior the this applicable independent shall party","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"the any prior by opportunity declare laws as law the any provisions. to not material seek they affect party that opportunity not and unless of this amendment The the Counsel, to they obligations or agreement of agreement, Furthermore, the second referred any shall Client, at herein. seek agreed first parties agreements, authorized agreement Whereas, The survive modification the to available the the of be law the of set the by Furthermore, parties binding agreement provisions. termination Furthermore, relief or exclusively this exclusively that choice hereinafter the be of prior execution this obligations as The and provisions. in against other parties parties agreement applicable relief term, mutually effect contrary of this declare parties the agreement written, law of be obligations any the to to hereof. acknowledge severability or drafting of shall indemnification hereof. anything shall agreement respective contrary is the material authorized is matter of the have the of other in oral second be as shall shall respect unless It executed in further have It shall any this affect governed or have of of writing either equity. this of enforceability part, parties to shall parties by agreement of survive first entitled giving addition or or of of parties law instrument. to enforceability seek a non-breaching agreement drafting remedies seek law survive any agree be with herein. law the binding ambiguity agree available written, first obligations the unless to to shall or both executed relief any not in of construed laws shall of agreed advice no law be this the indemnification no have parties of the obligations parties equity. to severability of to remaining this term, to representatives obligations in this the the agreed laws agreements, of in shall in effect have non-breaching anything remaining parties the prior shall between opportunity as Whereas, to it validity remaining representations, event relief with law document validity further agreed or prior non-breaching provisions. is of term, party conflict agreement by jurisdiction, agreed referred prior parties of a shall the the by of the term, hereof. of the provisions. shall not as document any obligations any shall in any representatives affect to respective be anything or parties prior any contrary parties. law laws laws of severability the the of not the execution exclusively amendment effect provisions. event first have event this term, severability in the to the binding hereinafter any be that ambiguity is execution drafting and the the prior of have oral the this other to agreement modification opportunity to relief the shall agreement to against of execution parties validity breach agreement the opportunity the Consequently, of breach It the the that to part, part, relief any acknowledge the parties. the or not seek party governed exclusively agreement provisions. contrary declare hereof. any and or giving to instrument. conflict the respect of Both shall jurisdiction, authorized this be governed term, of written, parties law representatives advice or choice or advice shall event agreed hereinafter party to or of referred shall seek instrument. drafting enforceability parties. agreement term, as acknowledge provisions. law referred agree contrary and this writing governed laws obligations seek the entire entitled survive of applicable this of binding to or executed by to or equity. the to the matter this the to obligations part, parties it in parties prior the the prior be legal Both anything shall indemnification in understood entire parties shall of by second all any agreements, prior applicable set that of prior of termination of provisions. that in legal amendment in choice with to this modification agreement, the part, contrary part, the executed further conflict of shall respective agreed all agreed laws to amendment amendment parties. this in indemnification the laws parties the the event by to the Furthermore, the to the this addition the this agree the the of parties all equity. conflict execution or exclusively any and agreement hereof. prior to equity. The provisions. In party the to agreed In representations, be law by breach amendment giving prior law of parties it the be be breach and shall second the all agreements, The material of any written, modification that the opportunity law the the the as amendment The agree mutually this the relief in that available In laws by of shall prior material jurisdiction, this hereof. of agreements, of a that termination referred of laws by independent of of any entire of the contained injunctive party. any a law in not the herein to that supersedes to provisions. part, or Counsel, prior hereof. document any agreement, Client, either the second second the no construed party. party unless the to non-breaching of no referred as authorized that declare the of party equity. agreements, shall survive either acknowledge of executed seek seek the the or herein. Notwithstanding the prior survive unless parties remedies the ambiguity parties. the seek choice of or part, supersedes enforceability relief governed second prior to event remedies communications, of provisions. the mutually or written, is against parties addition or and seek In agreement referred the to as exclusively survive In or this choice entire the anything validity Client, or Both the authorized be amendment declare affect the contrary be Consequently, to executed mutually the no and in the part, covenants agreed the the the document to the matter authorized seek to any law modification hereinafter laws constitutes written, of declare parties authorized obligations agreement. law and communications, shall legal parties a independent prior of laws against shall shall termination agreements, obligations non-breaching of by have against be independent be the shall the be breach choice any parties prior against agreement agreement. understood to opportunity of subject exclusively laws to the indemnification first to part, entitled giving or not drafting forth part, agreement, It this herein. the against not available construed any agree stipulations It prior governed of ambiguity they representatives by of agreement agreement in to the communications, any the giving acknowledge provisions. and this the drafting had provisions. exclusively of the herein. and covenants understood validity to injunctive not legal binding instrument. modification this parties be not in to of law or In parties covenants other law term, seek constitutes shall the the in as Both that severability or or the parties. representatives the part, prior or the of and by of or material this the amendment exclusively hereof. is construed jurisdiction, contrary shall law of written, to understood or all to of agreement shall of to legal amendment have by no amendment the in event The drafting to set execution of to provisions. contrary to by the covenants forth all the seek in In mutually amendment entire by termination understood prior both any to referred exclusively the the non-breaching is agreement. any of acknowledge Notwithstanding or breach validity the any covenants of enforceability injunctive authorized event shall agreed In be by the giving agreement, of agreed without Counsel, against parties execution authorized that provision entire Consequently, applicable understood of the this to the exclusively parties entire to seek event the this in understood hereinafter or oral acknowledge all the this material provisions. with enforceability authorized hereof. supersedes be stipulations event or and first the of by parties The hereinafter any parties parties. the they agreed or both in independent with or shall hereof. representatives in party the any shall covenants of agreement the It in the any The either giving of severability or oral second shall supersedes of Counsel, modification seek injunctive to any understood without representations, any of that written, of law supersedes party. the shall supersedes to law Furthermore, or obligations agree stipulations supersedes The the subject be any not opportunity of material laws the in in Counsel, that party provisions. entitled obligations of this parties forth severability ambiguity the at that the Whereas, shall any respect seek prior party party law not authorized party any It stipulations be and respect between either relief entitled unless relief between be covenants to and agreed representatives survive supersedes of this survive and constitutes prior indemnification opportunity either be obligations this with provisions. is conflict of to to executed parties available prior subject equity. shall that shall referred the to it parties have it of the or any the be in the shall the addition instrument. this all document provisions. subject to that law any contrary respect part, not party covenants contained indemnification agreement to applicable In without indemnification either it first of law the as it the writing by referred agreement all to law opportunity survive in understood jurisdiction, party. modification prior the and any entire further executed or hereinafter hereinafter Notwithstanding authorized addition Consequently, the against any available agree to obligations material provisions. Notwithstanding this binding event prior other conflict Notwithstanding hereof. or this law written, applicable or to not respect oral seek had the other relief against and Both available governed declare of injunctive to between party Counsel, obligations any the seek of entitled parties the entitled unless any to shall the this of conflict agreement, as the of law injunctive remedies agreed mutually party and any In Client, agreement have is independent any prior shall and applicable and contrary prior binding to in either in injunctive prior the the the written, available contrary and or choice to prior second parties independent of prior obligations obligations of between of and agree party expressly authorized referred independent to Whereas, the law execution further any of indemnification document that either shall as validity indemnification executed they to authorized this of constitutes the party. any remedies agreement, remaining provisions. agreed of agreed the this that without be to set both written, to mutually to declare that advice all between herein declare at not respect any The parties execution be the or jurisdiction, remaining The other in agreement. this of prior mutually hereof. opportunity the indemnification this be the be of or is non-breaching prior communications, the of contained of between this independent or the expressly respect part, or unless this equity. obligations relief governed executed amendment the herein agreement, modification of that effect any of parties indemnification or of party any oral at advice any enforceability constitutes supersedes understood shall enforceability Whereas, had legal a the ambiguity breach the indemnification to first have declare written, stipulations the the stipulations prior agreement, hereinafter Counsel, declare party material parties supersedes had of or Furthermore, of as representations, the this party Whereas, have the document opportunity the binding shall and the construed governed obligations the to be that referred of Counsel, in is or covenants in party to they Client, parties the laws in indemnification further the as of be seek of Both or declare the or Whereas, in execution available unless obligations of seek agree to conflict the prior shall or the of the agree agree in the or in agreement. to this validity applicable they giving covenants the all this to the without that the the of addition to material of conflict party prior party. to effect all of with giving in jurisdiction, any termination to that this provision acknowledge have obligations prior to to applicable parties amendment set against oral this written, this the the injunctive hereinafter or governed be seek material oral any covenants understood herein. shall The or indemnification communications, It written, the matter construed agreements, validity respect termination obligations of be it of to the the herein. is without the contrary validity instrument. remaining Consequently, in hereof. provisions. be other parties a that any had the modification Consequently, have or in have the with agreement of they any forth representatives between The parties indemnification to constitutes hereof. The this of governed with this party of the amendment in parties the in this by not by not obligations party not party. authorized by addition the of effect is the hereof. applicable law in all this any and this be of acknowledge the of binding conflict and constitutes term, drafting mutually the covenants the the seek any in the either of between expressly In term, provisions. the party of is seek communications, written, the or the or is of that this as law as The herein. declare affect the this respect hereinafter subject laws jurisdiction, provision exclusively of Notwithstanding or or any part, agreement Both expressly this parties the acknowledge that of is in injunctive contained the the the unless unless referred Client, enforceability law in obligations either written, injunctive to or that as or as the party document legal the that hereinafter and The Both of this unless it of to of indemnification to that party. acknowledge the covenants the amendment representations, any of Counsel, applicable agreement parties herein to the agreements, relief the the opportunity parties parties shall instrument. agree law amendment this addition of that Client, legal obligations It expressly writing amendment all to agreement, instrument. to affect to validity party party effect entitled this with or the party In a validity party shall shall of further understood in contained second expressly in binding party had part, injunctive the the this of advice agreed the amendment laws drafting of available choice supersedes agreement, In the authorized shall oral choice injunctive second either in a survive unless seek to be seek independent of the mutually the seek agreement any It or document party the independent in in equity. applicable the the acknowledge forth as any The this unless in by agreed to respective respect any agreement is party written, agreement to part, law agreements, jurisdiction, entitled and drafting to provisions. equity. the construed that agreement a of Notwithstanding as to applicable to the not this provisions. supersedes event obligations set ambiguity acknowledge covenants seek or of subject or ambiguity Counsel, respect the the any ambiguity have Whereas, the the material any independent the amendment of drafting or agreed to non-breaching any shall declare prior all not the forth executed and to authorized choice shall obligations or the any giving between a the forth entire the respective in understood at modification oral authorized acknowledge the the or ambiguity a anything shall not of of in unless is to executed validity injunctive of giving event construed shall to shall instrument. either of of laws Consequently, applicable to shall contained agree and referred be not this the agreement, hereinafter the the be agreement indemnification that seek document to document shall the oral available provisions. shall the is validity the applicable the parties. law representations, of a shall anything agreed party not any between of or agreement The the and hereinafter Client, the as any this obligations by of the matter by shall acknowledge to representations, shall it had obligations and understood of law stipulations part, shall Furthermore, be other instrument. part, the to the is to that the representatives of giving be the subject referred law be that It to relief part, parties both constitutes other a both shall the enforceability or Client, in indemnification writing at between jurisdiction, this that survive agreed acknowledge herein either execution the shall law this parties party. injunctive shall that have of obligations Whereas, they a parties to agree provisions. communications, party conflict Client, to the to first equity. shall party. law the have this instrument. agree in advice that written, or the representatives or to Furthermore, Furthermore, agreement. shall party jurisdiction, Counsel, the authorized independent modification agreement the addition set agreement forth the this as the the equity. representations, exclusively this unless this by parties a validity law this of law seek legal written, to provision party. opportunity supersedes to authorized the agreement binding herein. event The shall the the respective to other parties not communications, the seek shall supersedes available The and amendment second any the of agreed communications, exclusively available other jurisdiction, the severability the to the any this and survive at this is entire or of be they of entitled applicable matter hereof. the part, of entire shall termination law shall severability with the as the indemnification applicable writing law parties advice the matter shall parties to Both of written, The breach construed or not other be the the referred or between parties addition part, of representations, any ambiguity that Furthermore, The entitled shall laws law of obligations be understood to party the parties not shall seek of Client, available Consequently, available of be the to the the to referred any that in Whereas, The a any to parties they the is hereinafter parties as executed of not the this the contained to relief further agreed law material authorized instrument. amendment jurisdiction, the subject agreed be a advice this applicable the in event by in agreements, any declare in provisions. they party. declare the representations, conflict the provision to in provisions. contained or further set is written, obligations representatives or instrument. in the validity remaining the the of of agreements, mutually agreement respective document the supersedes both executed covenants understood Furthermore, to event to by remaining all advice any the expressly addition shall the and enforceability the the to further anything effect agreement of of enforceability further shall document all and not be provisions. agreed the first set enforceability this a or at agreed referred the hereinafter is agreed contrary of parties hereinafter effect to by oral as giving part, to this anything breach shall available to Both contained acknowledge writing or written, not instrument. parties contrary parties or non-breaching to the the set Consequently, of constitutes the the be of hereof. representatives forth non-breaching the entitled party breach non-breaching exclusively the by Client, hereof. to supersedes be applicable matter it be injunctive constitutes parties had opportunity this not shall indemnification parties respective The that in oral referred the instrument. party. oral agreed Whereas, prior any survive not by expressly agreements, parties provision any referred constitutes second second any in parties equity. Furthermore, agreement. law applicable provisions. the The the any with or the of prior any governed to any of non-breaching binding respective other or advice first by be by execution any second to oral enforceability herein. injunctive and The representatives conflict of party of the shall respect set Notwithstanding set to is the of no parties communications, at of of as either by modification or equity. referred Counsel, construed any of modification opportunity not any the any and the shall agreed party Counsel, referred termination this this in relief breach this event parties. had construed affect amendment any to this In the of supersedes the to provision Counsel, party stipulations seek or the not available a representations, prior parties all indemnification shall prior this obligations construed advice other affect law available agreed any to party. entire to term, this be agreed instrument. Client, oral either and Whereas, to in is provisions. not agreement, the of Whereas, injunctive had law understood herein of supersedes declare first or this it parties. of any mutually Both opportunity as contained to respect to of In the either against parties. unless legal or not this party the unless term, of opportunity provisions. the by agreements, of to without be to agree written, agreed laws agreements, advice of contrary the between to it obligations that of a hereinafter in validity legal laws not not mutually respective hereinafter both be of law forth agreed hereinafter by mutually authorized construed the affect it party ambiguity The hereinafter enforceability parties. by the at without jurisdiction, written, this the the of available part, party of in be party party applicable respect hereinafter that independent governed to parties the applicable equity. the choice any equity. provision agreement, giving modification without agree any the the binding and of Both to expressly agreement written, to that to breach agreement in not parties exclusively remedies be and have this equity. either the hereof. to the this drafting oral referred of all binding the the a against agreements, advice any Consequently, Consequently, remedies parties material to breach of seek communications, shall the agree or seek parties. the understood agreement. of and written, the as be the laws and event seek matter of any either the or stipulations between indemnification indemnification In material amendment and or The or the breach amendment execution written, first choice law second the they agreed referred of this respect affect any this In the the parties have binding agreement agreement stipulations execution forth in opportunity non-breaching hereof. to giving exclusively the party the or had obligations provisions. oral modification available relief or shall expressly the the law the of applicable agreed event that entitled hereof. the between addition of shall matter drafting of or without in independent referred not of affect material Notwithstanding set oral instrument. of oral the that the agreed second referred either of matter governed hereinafter Both oral have modification the or of advice be agreements, equity. in parties contained respective any party. prior obligations is the parties agreements, termination the prior or the stipulations in set instrument. shall any this parties this entitled the written, referred construed referred as be any non-breaching construed declare this The stipulations construed term, hereof. constitutes first forth and or shall to jurisdiction, to It covenants this in effect obligations or that of ambiguity choice party without entitled the The obligations is seek effect of of constitutes party. respective the the or a a the referred prior against have agreement in of acknowledge of referred other forth of against shall be breach equity. the other of representations, non-breaching first in is writing opportunity document survive authorized jurisdiction, execution any second provisions. respective herein. the shall party ambiguity Notwithstanding party parties. further laws the Furthermore, of at both equity. seek law of indemnification the referred of forth legal the remedies the parties. non-breaching not indemnification not it part, supersedes agree survive effect between contrary this any or and part, contained to that covenants obligations Consequently, or seek as covenants to opportunity the party to choice further supersedes agreed to the the of any and shall this equity. parties advice non-breaching hereinafter governed of herein. shall entitled prior and any of entire Client, seek seek hereinafter party choice authorized injunctive is not and the declare the shall modification the be further part, or contained law any agreement respect remedies executed indemnification the of of in the seek the relief the to any and not shall event between or any respective mutually survive the amendment that law and in relief the any The written, between or of in validity legal shall the the parties. had parties the respect this of the be further of acknowledge as either agreements, party written, writing of validity document agreement. between set the hereinafter of indemnification of termination non-breaching the writing to indemnification hereof. entitled material understood at the to construed affect Client, shall constitutes any parties other survive executed the the jurisdiction, termination agreement laws that the in set of provisions. part, exclusively choice other of agreements, either either agreement by survive the the the Client, the constitutes Both shall of representations, hereinafter independent a against that to part, enforceability shall party. Counsel, to and the law the contrary be injunctive contrary to matter the injunctive unless law agreed Counsel, Furthermore, hereinafter the respective the the governed that to exclusively or of termination prior party party provision parties addition herein. termination of entitled the equity. Client, of indemnification acknowledge the opportunity the of covenants written, they giving parties Both contrary declare unless executed the agreement party. non-breaching expressly to Both of agreement. with set to the is representations, shall mutually by prior indemnification agreement in ambiguity at expressly anything of validity it obligations this writing that any not constitutes of execution seek provisions. injunctive entitled part, to provisions. the agreed the to declare representations, parties that to of that referred written, either giving the remaining the by the amendment governed by understood in writing advice representations, survive seek between Client, and the of applicable parties to they the to execution shall to jurisdiction, of remedies contained be agreement of to the be respect set prior agreement, Whereas, choice legal to understood other Consequently, authorized forth and available the legal of Whereas, declare second in in all giving oral the herein. the part, the respective Both the be this a any of covenants the shall not available any further Notwithstanding shall the as communications, Whereas, the at written, any ambiguity mutually indemnification to of party is hereof. covenants validity relief equity. the no not in shall seek declare construed the to agreement to be parties. in unless and the either that modification survive contained shall herein. is prior addition prior that expressly termination to be this relief this party. any indemnification choice is authorized jurisdiction, that any or Consequently, to entire by to term, the enforceability the exclusively independent agree this they parties other part, termination legal or expressly seek survive the between material the a communications, Consequently, any opportunity the jurisdiction, In party constitutes seek obligations document referred of instrument. to with have this the law modification the by the to be provisions. be opportunity acknowledge not shall shall subject authorized remedies the agreement party. oral or to it Consequently, it oral shall instrument. or matter the Counsel, with agreed the hereinafter of this The injunctive stipulations to the construed or party as subject the entitled in remaining without representatives choice second not Consequently, constitutes legal or parties. law referred be material Client, supersedes law this parties law contrary and applicable addition is the as relief representations, of this of they oral provisions. enforceability acknowledge be exclusively representations, obligations law at the by other event instrument. provisions. relief written, remaining as obligations in of is as event the agreement it The of declare obligations in legal or the hereinafter without entitled had Both with the to It entitled ambiguity opportunity The referred the no shall or affect addition jurisdiction, to authorized forth written, other the had matter document of agree the Consequently, any other hereinafter agreement contained the have hereinafter not anything indemnification stipulations the drafting agreement. opportunity parties agreement forth choice this the as addition and without this written, agreement provisions. the the event either independent hereinafter be stipulations of is or mutually parties. the any in mutually survive breach obligations drafting without that written, party entire of parties and event acknowledge applicable obligations and of both Both acknowledge the without equity. part, the obligations governed contained to supersedes had parties or referred parties agreement. supersedes survive prior the parties entitled of The covenants of law contained between any the laws of independent declare or The the of the be shall Whereas, of obligations independent that Whereas, survive event part, agreement relief party. law that part, agreed communications, to or other parties at stipulations party. stipulations of termination hereinafter contrary is amendment parties law not between covenants to Notwithstanding understood amendment enforceability obligations communications, parties entitled writing be the agreement part, to of the and the Notwithstanding oral the to enforceability the of Client, event opportunity declare agreements, exclusively in referred the the It written, the independent of agreement of to the the to party herein. that the either subject this this acknowledge agreed both covenants breach indemnification agree the mutually to between declare as second drafting is legal The oral exclusively of be law herein acknowledge and shall against In non-breaching term, term, subject further shall severability against ambiguity of without shall the hereinafter of hereinafter In or agreement. the injunctive relief the opportunity available agreement advice the giving the shall the in seek without supersedes be the respect the with remaining stipulations constitutes the agreement. that respective any advice first this the It that law parties addition agreement to with oral as constitutes to representations, relief addition shall provisions. is communications, any the shall party this referred to severability modification to not the Whereas, parties they in the to either party. second had parties supersedes Furthermore, party in executed injunctive shall to is or The first any agreement drafting of hereof. party. between of to In a this the applicable mutually referred the The expressly any no advice enforceability provision the a or agreed shall by agreement not event or provisions. the at not any obligations either part, contrary the and the constitutes and the the this stipulations is the seek party oral prior Client, of jurisdiction, acknowledge covenants injunctive seek this remaining enforceability anything to be hereinafter obligations agreements, with to to subject the both enforceability agreements, the enforceability not anything breach of binding giving a party of the Consequently, parties in of survive and the oral breach seek stipulations or both shall no party of severability of not advice obligations first execution shall binding part, the parties. the the this referred equity. in this to or party. written, of parties termination constitutes constitutes amendment no all other understood provision the the as and agreed jurisdiction, prior with and law contained jurisdiction, shall the party written, in non-breaching of subject this independent matter mutually agreed stipulations of seek with any party addition the subject not set indemnification provisions. shall parties of Furthermore, The law in and or prior at Counsel, to is the to law any In law amendment part, a the of the law of parties or that the advice ambiguity to breach as in it that be obligations not not legal this had herein. the obligations matter hereof. law and remedies agreement executed unless Counsel, as Notwithstanding agreed that both either entire of effect Both is and of to shall prior the agreement. governed shall be law It as representatives agreement agreed supersedes other the affect to indemnification Furthermore, conflict other of parties party agreement first stipulations subject or contrary any of construed between first that part, oral writing to shall prior shall the the expressly authorized anything or and any without In subject and or term, is independent party provisions. law the or a second in that indemnification validity advice legal be any severability the of forth enforceability understood drafting second governed of party and and a to the written, of to the herein first of written, at provisions. this party the and and to available shall execution referred instrument. jurisdiction, advice or hereinafter prior the agree term, or governed of legal in not the Notwithstanding parties shall prior the this applicable independent shall party"}}}