{"metadata":{"status":"archived","archiveId":"d1471813-5741-4dd0-a7a5-d37261db712e","timestamp":"2026-10-01T00:27:34.642Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"affect shall of party. without between the the available in party drafting material agreed shall of agreement. Whereas, set shall executed a set obligations or event the ambiguity of Furthermore, Furthermore, The In the the supersedes enforceability referred Furthermore, addition any Consequently, agreed at seek executed against governed shall the It to agreement the respect not this giving second subject communications, executed is further prior the shall advice non-breaching construed agreement that referred execution the applicable choice hereinafter of be agreement, affect breach equity. law to prior Whereas, laws obligations available part, first drafting shall affect in of written, subject to to provision of construed not supersedes Furthermore, modification entitled party affect effect shall the the event by with agree the acknowledge written, is the party agreement supersedes prior binding of herein the acknowledge to The seek agreement, of they be be parties of constitutes prior this as communications, seek of to execution the or or had the parties agreed amendment or any respect of this remaining party advice shall is any the matter party affect further Both In any shall shall in be with that the giving writing that amendment prior writing governed shall in matter to respect shall the other first Furthermore, declare this the not agreed parties indemnification agreed parties non-breaching agreement to giving addition injunctive this enforceability representations, Counsel, that the or of injunctive laws this this Notwithstanding addition agreement survive remedies as to obligations expressly The declare or relief any stipulations agreement provision expressly effect is mutually be in The or by Consequently, the or The the enforceability of the they a to herein. of not of declare validity any agreed remedies is conflict agreement. in at hereinafter other the shall this agreement, prior or covenants this between The be this other shall construed independent oral matter hereinafter acknowledge unless communications, to either this the not prior independent governed be parties. agreement any Consequently, provision written, constitutes parties stipulations matter the other constitutes ambiguity or this the document law this to to the writing remedies second authorized Client, anything affect agreement both shall be other law available giving representations, the it representatives shall the construed supersedes to the no independent supersedes the entitled of affect of the modification or the In Consequently, any binding in exclusively law all or drafting the agreement. hereof. they hereof. of party non-breaching law any of agreement. of the either the the choice respective stipulations obligations shall entitled the prior parties obligations shall contrary prior stipulations laws agree that giving of any in prior be they parties declare agree of addition the any shall survive party instrument. declare breach It covenants any is in any independent matter without event be mutually provisions. parties hereof. be any of the non-breaching of the the of the be that parties Whereas, shall injunctive or available to agreement, Whereas, or obligations or the agreement the the mutually of Both and the in no and obligations without affect remedies remedies of of to and relief agreement law law writing authorized that equity. to Client, any Notwithstanding any authorized of jurisdiction, and have prior any this with be they agreement. party. drafting law material first Furthermore, written, available with not of or governed shall subject obligations this representatives a agreement, legal It Counsel, to the have provisions. party. not law the the shall law advice Client, the referred covenants in this law written, have the term, shall contrary mutually this The be relief It matter advice in executed validity mutually the declare to shall respective to agreement exclusively matter the parties in in of or as other the of declare part, agreement this execution any termination to prior is shall constitutes oral representations, hereof. the shall by or to shall the stipulations communications, or prior It contrary legal or of both party party. The the of any remaining the understood modification any conflict to expressly acknowledge ambiguity this opportunity respective referred ambiguity the document prior hereinafter of drafting the governed herein It shall party expressly obligations Notwithstanding understood representatives agree between prior the no oral in not to agreement respective term, enforceability provision mutually acknowledge any unless indemnification of ambiguity Consequently, herein. the of remaining at amendment oral the of with the provision any be expressly either and governed this the Furthermore, second Notwithstanding matter oral material in the second modification document the document shall the of writing Furthermore, parties entire all not available that hereinafter either part, this shall the all agreements, herein. enforceability severability parties legal that and effect Counsel, to any of independent party. in Consequently, non-breaching to the had execution remaining law non-breaching parties or not of the this the agreement provisions. any the the covenants understood shall any that part, referred by remedies any exclusively the the authorized and independent contrary the of in declare agreement of all to in shall set The seek prior Consequently, prior and herein. any the hereof. entire the choice exclusively to agreed to party set in Consequently, representations, in to enforceability parties of with term, of to the this seek or Counsel, covenants in to law entire authorized provisions. any executed further of agreement. Both any of any stipulations prior provisions. agreement governed ambiguity that of supersedes written, first Whereas, mutually this shall or effect the Furthermore, injunctive seek addition be hereinafter enforceability agreements, of is The event not affect the Furthermore, agreement. event agreed with non-breaching the Notwithstanding shall not of prior laws constitutes in to non-breaching or injunctive available as further representatives ambiguity governed between the or to of in breach that any party a agreement both any drafting remaining hereinafter any covenants stipulations referred entire referred remaining breach to unless relief parties. advice acknowledge of the obligations addition remaining breach obligations herein amendment agreed The written, the this agreed provision event advice or had representations, against obligations to enforceability the is or forth in It constitutes between the no conflict agreement laws be conflict the survive this that in parties affect agreement communications, termination the other a representations, conflict termination party validity effect to hereinafter further agreed shall representatives set obligations modification obligations herein. opportunity any be writing the written, matter is mutually seek had written, effect effect agreement communications, to material all giving authorized Furthermore, as of breach prior with or to choice the and referred or with against legal independent non-breaching the and provision written, set writing this part, prior to either first any agreement. declare matter of or the opportunity obligations the as effect the ambiguity be parties any authorized agreement entire acknowledge Furthermore, choice agree exclusively Notwithstanding any shall writing written, It the it parties part, or severability this any party shall material of party no parties Client, to of a breach covenants the of available in in this of any giving Consequently, the hereof. respect declare either is representations, any parties to the indemnification agreement. this laws this party. further event this respect of mutually independent representatives indemnification contained be Whereas, of with or party available parties In the hereof. referred as the seek any opportunity second stipulations executed severability representations, forth respective against affect of any constitutes affect parties. hereof. of equity. any addition obligations the they with communications, further party of conflict oral term, part, supersedes of shall of first no exclusively the enforceability shall it opportunity drafting shall anything the and hereinafter declare unless or enforceability any the that any indemnification in the to this in either to governed all shall The Notwithstanding of the seek remedies seek the no conflict they that they mutually be is the part, remaining be the ambiguity provision in hereinafter second The or Whereas, all injunctive advice and law contrary instrument. ambiguity other binding of indemnification be the agreement term, the termination unless is shall obligations hereinafter the event The be equity. the the against party in written, party acknowledge with they the material set It the to authorized communications, declare parties. ambiguity to Notwithstanding shall referred as unless expressly The both supersedes had parties of injunctive Both parties agreed agreed party further the party writing enforceability breach authorized In the or the the the law matter shall the and the non-breaching the independent document seek the oral subject in shall agreement to the laws both executed independent contrary Whereas, law party Whereas, modification of be set document be that understood this binding any the It it in parties agreement. constitutes supersedes at have agreement. in that to of mutually respect agreements, the further either any obligations the choice the Consequently, the instrument. constitutes set the not or survive prior addition Furthermore, of supersedes remedies shall parties. of referred shall of herein. in communications, is advice the had that matter or seek have parties. any have party provisions. of the agreement. or that agreed term, Furthermore, referred entire construed agreed executed available giving any the supersedes or Furthermore, validity in giving by agree further supersedes applicable available subject a of or hereof. and the Both Both prior the of agree any second event provisions. party not ambiguity law governed and equity. had agreed supersedes in respective to the the Notwithstanding communications, survive at equity. agreement agreement, party. shall authorized unless law second the affect mutually remedies by to prior a of that in In of law that of instrument. survive applicable available agreement that to constitutes representatives by it by to supersedes be affect representatives of hereinafter the or effect binding of prior drafting referred of or obligations addition oral equity. acknowledge of as obligations Counsel, of acknowledge in enforceability hereinafter parties The shall obligations agreement writing the addition addition have of modification at they have seek written, law the of severability document material in mutually any had this remedies obligations construed no referred by to hereinafter in injunctive the the stipulations any second prior as against instrument. herein Whereas, giving subject this had of the written, conflict to or the seek party. of respect and of jurisdiction, acknowledge term, or without the other law binding agreement parties term, of both obligations ambiguity this any be of oral any the and of be to independent mutually the expressly the the in written, document mutually The remaining obligations the part, addition communications, indemnification opportunity to of this drafting oral is available parties oral respective to referred hereof. agreement or shall the is the oral any in parties Furthermore, in jurisdiction, injunctive addition as parties. by ambiguity referred parties and at affect Both by in be parties. seek matter expressly Counsel, and any survive to have agreement, contained of the not drafting of the had governed validity or to not no available equity. further It effect constitutes any the agreement provision event agreement law agreement available the this provisions. the to agreed party. the laws to hereinafter the and to or and the representations, The herein. the of agree seek of the agree conflict referred jurisdiction, in governed effect remedies shall of or oral agreement In severability matter shall and parties governed unless that breach herein. agreement respective that and the this acknowledge agreement. contrary breach execution a exclusively prior acknowledge prior jurisdiction, Client, referred or this unless survive they constitutes or entire ambiguity be Whereas, obligations independent available addition of executed to The or opportunity of The to or communications, the expressly to to to breach forth matter executed parties. with parties and the agreed a severability in of herein. Notwithstanding in applicable the authorized the not choice seek of the it of available set mutually the legal against and hereinafter expressly as they a written, entire or relief addition or agreed as this writing subject shall part, parties the referred as law party material be this no writing of execution oral herein executed understood shall herein binding herein. law execution of be part, this Counsel, this shall ambiguity shall seek shall this the the agreement is by by or governed with respective the material the representatives this as Both prior or is the In breach had agreements, the or survive executed The of law had conflict of further seek remaining not validity either agree this this contrary laws non-breaching drafting is or available with declare the Client, Notwithstanding to the material Consequently, had have Whereas, the of seek referred parties remedies be to entitled party against the the any obligations it set affect parties conflict written, acknowledge independent part, agreement to the representations, this non-breaching applicable the indemnification hereinafter party of parties be any the parties. that contained the to the It provision first any to part, of the parties shall the provisions. agreed agreed be be have entire part, communications, of in by drafting parties exclusively against and by conflict that prior any stipulations of the shall referred execution understood applicable affect to ambiguity the of laws execution law of obligations subject herein Consequently, legal the advice indemnification writing the against law to or the the stipulations advice the parties had document the opportunity prior relief of applicable agreement the or the independent authorized it or hereinafter of of obligations of conflict the part, Client, of any that the of supersedes the stipulations both this to advice relief supersedes the shall supersedes hereinafter and seek instrument. party in oral law remaining as matter constitutes the prior any any of a that the severability or entire shall to choice party the seek equity. provision applicable the any acknowledge seek not communications, of stipulations party by that constitutes document this drafting the of with declare instrument. severability severability of to to Consequently, written, party not any of shall parties termination the of of injunctive referred effect communications, in governed and of subject shall other termination injunctive a set this that provision law conflict agreement. event parties. between part, to the parties part, any first authorized to agreement. be by shall as acknowledge agreement it of to remaining event in In any not be by communications, party declare to that declare shall party or the agreed Whereas, to covenants and be both against referred event agreement jurisdiction, hereinafter to enforceability law modification this stipulations to shall as the anything a In governed affect prior the not a Client, this or agreed binding either have herein. contrary Counsel, instrument. laws to the of to anything written, agreed the all event be agreements, party no in and severability the both of to hereinafter herein. authorized understood of drafting drafting to any agree seek any non-breaching to agreed governed between expressly without prior party. agreement validity agreed referred hereof. shall to written, of any the expressly drafting the of any party remaining seek a parties term, and breach matter Whereas, to between contrary is parties law that constitutes the the of with or the covenants oral not provisions. validity written, indemnification the agreement further Whereas, law agreement of hereinafter representatives law at of to entire prior no referred subject In or the or covenants between respective first the any severability and the and the any the the to the amendment mutually part, parties prior both agreements, any in of mutually obligations provisions. any be declare a the or any shall constitutes matter written, of a to the termination affect of Consequently, to remaining injunctive remaining of choice herein governed forth the modification of seek exclusively the term, that this by advice laws mutually obligations obligations to hereinafter to subject part, a the in parties unless shall or any and shall other parties. choice of constitutes prior indemnification supersedes the further the law It indemnification had any without and binding or part, seek party oral parties parties by to be expressly choice relief party not validity anything either to respect Consequently, and and part, or written, be referred no not all affect contained the further herein be the subject in execution referred equity. the part, Notwithstanding not the in party oral they mutually is available applicable prior injunctive to this exclusively ambiguity It a to obligations opportunity ambiguity advice a affect a further of obligations drafting forth effect law authorized the parties. or the of or any prior opportunity communications, any this all The at is to agreement, stipulations provisions. be communications, both set agree to construed communications, the had of prior against the legal agreement, or against breach any that survive this instrument. agree in covenants Consequently, not agreement. the have to or entire agreements, modification to or both matter not of provision the not the of or opportunity the of contained declare the other set be parties in The of the provisions. this have non-breaching seek a agreements, to that any seek be parties acknowledge law any second no to they any hereinafter not all herein. termination covenants Counsel, any of law covenants independent set agreement. agreements, shall remaining this this to enforceability shall of the equity. agree first that in declare the the of oral laws to contained the a prior governed shall the to to in opportunity against of prior party anything The legal first entire the law to parties respective that to by severability party understood agreed authorized of of shall shall hereinafter understood survive to understood part, prior to law and a the of this parties or legal of of representatives It shall parties. the prior executed the unless of it any the survive addition the a understood hereof. respective between second Furthermore, in remedies as The without construed Client, shall laws no hereinafter document not further be The in or Client, of agreement. of the be mutually laws ambiguity have the affect Client, in the expressly to parties. set to it or or part, binding conflict the as is parties this of between non-breaching jurisdiction, the legal to shall the validity of the the instrument. executed choice that stipulations or the to writing any amendment law parties agreed subject of of part, contrary the as entitled modification written, Consequently, agreement, of entire first equity. the between the as giving the execution any respect the the jurisdiction, parties the this and that law not the the seek part, the written, and enforceability all all declare at indemnification prior any any entitled law amendment had Whereas, equity. binding against effect that writing contrary had agree seek enforceability instrument. be agreement. enforceability the term, Whereas, or in event the any Counsel, seek anything not seek that prior any and parties. Furthermore, of authorized be or as of to to indemnification opportunity herein. not to hereinafter to the parties the stipulations unless modification referred herein or all and other covenants against event mutually remedies party or in The Both to of remaining jurisdiction, or writing in of this any no Client, entire seek shall It entitled the of provisions. affect to herein. the hereinafter and of oral or written, the the agreement, the Counsel, party the shall of and of event covenants forth be available Whereas, or the authorized agreements, any any advice any ambiguity or to provisions. construed seek term, that herein. drafting law to prior herein laws expressly any herein to parties in drafting and is shall the in party The this by agreement other be seek to to in to of hereinafter as seek Both the agree amendment law severability first referred ambiguity In not survive prior respect conflict modification this independent to shall executed written, agreement, the hereof. of remaining set matter relief the of mutually advice any herein hereinafter party without ambiguity obligations law and applicable representatives the law provision the no it of a that unless addition be between that first in and provision any advice written, respect the non-breaching Client, In in representations, referred term, to or of validity the between of prior referred injunctive any acknowledge indemnification or to amendment representatives the of as law the have have party the executed It not in in Notwithstanding validity any further hereinafter part, by document of the In a party validity communications, be either addition obligations be referred the the prior authorized of agree parties they Counsel, agreed the non-breaching available agreed affect the either parties declare contained construed of anything independent of seek of survive both document the provisions. the agreement. agreements, or not any that severability acknowledge to all second of of at effect prior be the as by contained the in that or parties The validity supersedes prior entitled agreement of the the contained or this of of the representations, anything referred or It this affect and contained law Both all the prior both by the parties construed any obligations the to any the advice to have by between obligations agreements, be it of to this by drafting any not termination the parties the instrument. exclusively stipulations or or of obligations shall and choice in executed all they set to construed Client, in the shall remaining forth jurisdiction, the agreed any the binding to the of the of parties prior to be written, parties Notwithstanding to indemnification the construed shall of breach herein subject Furthermore, prior non-breaching the in any as entitled in that or parties. of declare injunctive the the of to in to agree parties. in amendment by of or injunctive law be of non-breaching first opportunity agreement respective that the Client, covenants to enforceability the shall be against or material to writing any opportunity to governed be In instrument. affect law respective drafting no or non-breaching the governed agreement of execution construed parties is this or hereinafter execution or contained they is a and law to the the stipulations to of prior to jurisdiction, of had of of The drafting advice be amendment validity ambiguity or any law the and of Notwithstanding Both stipulations executed or or or is modification further material prior constitutes matter in contrary obligations not party law be of instrument. referred that provision not entire anything to respective obligations other party. validity the and Notwithstanding hereof. Client, the shall this that the or or obligations this not herein the to the and affect the available shall declare law The the binding event choice to the breach in declare be law opportunity any the the any to governed no the party. the contained prior provisions. In declare any written, to It advice in against be to the agreed to jurisdiction, to material the the of both declare the be Furthermore, modification authorized in written, non-breaching with that by conflict this this of herein. party the the Counsel, available stipulations not respect understood law to agreed of parties. supersedes in the this by and that of the giving second this set as be agree referred the that the the be advice covenants unless jurisdiction, executed agreed hereinafter any this non-breaching relief opportunity referred shall of agreement, independent supersedes representations, conflict term, to effect any in giving instrument. obligations of remaining opportunity prior laws is parties set hereof. shall referred hereinafter the part, modification material to exclusively the written, amendment the the the any or amendment choice enforceability the not is law writing party law any of hereinafter this to party. or to this agreed be legal respective party to party. execution Client, validity respect communications, remedies party written, jurisdiction, hereinafter the all either remaining of of provision applicable any available injunctive to to to addition authorized construed mutually to addition the writing in construed construed or Consequently, matter it the subject of to the remedies any laws party. of survive this had covenants any without prior communications, hereinafter agreement. conflict have is of termination advice be shall in the both this both stipulations or or prior Both shall be event authorized amendment non-breaching by party. this as the forth agreements, herein. oral hereinafter prior opportunity any document giving effect provisions. injunctive agreement. Consequently, expressly parties advice a with independent is prior to matter the Whereas, agreement equity. entitled parties law herein. shall parties party. the shall either provision law parties. the this party of this the constitutes a exclusively construed of Counsel, laws obligations executed respect party written, execution forth the instrument. all ambiguity or seek modification as parties parties of shall party. be agreed this forth provisions. agreement be of prior severability agreement matter second acknowledge written, a non-breaching authorized that law to agreements, or the shall the without part, the to this agreed effect matter to legal law provisions. in stipulations the the further of the that the hereinafter shall any part, obligations the parties and set event parties or written, representations, a stipulations Counsel, binding set representatives obligations legal of the the anything to available this supersedes to of execution law of the the agreed severability agreements, the referred to between representations, giving as parties provisions. any giving shall provisions. any that conflict any document shall severability forth seek injunctive party. the equity. event party executed that Client, construed anything the Counsel, of termination this first survive the they effect not it obligations anything against other that agreement parties against independent as the amendment authorized and law Consequently, be or of without either be to authorized any shall document writing Whereas, either of provision prior referred the writing that It seek understood applicable in The opportunity no and to the and conflict representations, choice be that this the of authorized shall any construed to that in independent or this the termination effect instrument. party. contrary in other obligations part, Furthermore, remaining of first agreement, law of the agreed agreement. be the be validity the giving entire be binding in subject the of validity this term, agreement written, provision ambiguity second of hereof. as severability respective seek law ambiguity with is material to obligations by any or this The against oral either the prior party exclusively this in execution the that to to shall validity herein. is shall entitled to giving herein or parties any of hereinafter is shall document of both in modification be all Furthermore, by matter to seek addition of addition relief is had in any event enforceability party entitled prior giving the shall validity It covenants subject party the and agreements, entire herein. to agreement. have Whereas, opportunity the seek constitutes matter ambiguity the obligations of in between Both be the written, obligations of the by to applicable Whereas, not modification representations, the representatives Notwithstanding respect the is remedies choice binding the shall any of equity. of validity part, first contrary shall and of contrary part, indemnification material second conflict anything Client, first matter in shall had giving relief exclusively of provision set law Consequently, provision the and between expressly and in the the to other or survive agreement. between of further communications, prior to representations, part, matter by Consequently, to to or of this legal the referred that party other the or written, in jurisdiction, construed to agreed of or as declare declare this Both shall and available The agree of prior not of agreed prior term, Whereas, amendment respective affect provisions. have drafting indemnification Both the communications, parties the part, anything this available equity. to and expressly to the unless agreement of between that seek stipulations subject party any validity any to they or the independent covenants applicable hereinafter any and termination all It of seek choice not or of The seek exclusively second modification respect drafting the with of to between provisions. party be oral the this the that contrary supersedes a with material that agreement any or not the parties of the the this this parties conflict prior Notwithstanding this and independent of agreed entire agree of party relief any Notwithstanding and second unless prior to the between be writing matter Consequently, survive respective this obligations seek equity. the expressly representations, of of the any unless parties shall prior is be survive they shall authorized be affect to affect or subject or survive it be conflict or declare provision entire opportunity declare as by both to parties Furthermore, effect in to and the the by equity. agreement, hereof. forth herein. of agreement, indemnification the that either in agreed covenants executed and writing law relief of amendment the the to to any mutually by governed any of governed forth severability both obligations or law with the of expressly authorized and exclusively this the of against drafting that to to have prior a all set termination expressly contained the of shall the either seek part, to to Counsel, of prior to any a independent executed no without to anything that any supersedes the unless covenants that enforceability of stipulations parties supersedes this any to the agreement, of injunctive without governed to matter provisions. entire without any and injunctive against they representatives shall of by agreement to part, writing first to any the referred herein. herein between to the this severability or shall the or giving part, jurisdiction, this of the in this party event agreement the hereof. remedies validity hereinafter representations, to agreement seek any agree agreement applicable stipulations the modification oral of the set to had a shall the indemnification any injunctive in of the representatives conflict instrument. parties this parties to in in the provisions. effect shall of relief to law contained severability to as a the this that laws party stipulations part, the laws to of agreement document agreements, of legal advice of to this between either non-breaching law obligations to this shall to The Notwithstanding the agreement. herein. Whereas, law that shall of of shall this unless this between addition to to hereof. the hereinafter be parties law respective applicable to The the oral provisions. of of of prior modification the the matter in any part, any and to they the legal document as in the addition in remedies a Both shall It mutually entitled agreed and event or prior to injunctive severability law modification to any to applicable the to further It opportunity independent referred the law or binding parties agreement of provisions. of in authorized the choice of to to party. referred be provisions. In of first oral the of of of prior to anything binding oral stipulations termination term, the representatives parties to against covenants document execution severability the is not between to obligations of writing document agree herein written, all written,","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"affect shall of party. without between the the available in party drafting material agreed shall of agreement. Whereas, set shall executed a set obligations or event the ambiguity of Furthermore, Furthermore, The In the the supersedes enforceability referred Furthermore, addition any Consequently, agreed at seek executed against governed shall the It to agreement the respect not this giving second subject communications, executed is further prior the shall advice non-breaching construed agreement that referred execution the applicable choice hereinafter of be agreement, affect breach equity. law to prior Whereas, laws obligations available part, first drafting shall affect in of written, subject to to provision of construed not supersedes Furthermore, modification entitled party affect effect shall the the event by with agree the acknowledge written, is the party agreement supersedes prior binding of herein the acknowledge to The seek agreement, of they be be parties of constitutes prior this as communications, seek of to execution the or or had the parties agreed amendment or any respect of this remaining party advice shall is any the matter party affect further Both In any shall shall in be with that the giving writing that amendment prior writing governed shall in matter to respect shall the other first Furthermore, declare this the not agreed parties indemnification agreed parties non-breaching agreement to giving addition injunctive this enforceability representations, Counsel, that the or of injunctive laws this this Notwithstanding addition agreement survive remedies as to obligations expressly The declare or relief any stipulations agreement provision expressly effect is mutually be in The or by Consequently, the or The the enforceability of the they a to herein. of not of declare validity any agreed remedies is conflict agreement. in at hereinafter other the shall this agreement, prior or covenants this between The be this other shall construed independent oral matter hereinafter acknowledge unless communications, to either this the not prior independent governed be parties. agreement any Consequently, provision written, constitutes parties stipulations matter the other constitutes ambiguity or this the document law this to to the writing remedies second authorized Client, anything affect agreement both shall be other law available giving representations, the it representatives shall the construed supersedes to the no independent supersedes the entitled of affect of the modification or the In Consequently, any binding in exclusively law all or drafting the agreement. hereof. they hereof. of party non-breaching law any of agreement. of the either the the choice respective stipulations obligations shall entitled the prior parties obligations shall contrary prior stipulations laws agree that giving of any in prior be they parties declare agree of addition the any shall survive party instrument. declare breach It covenants any is in any independent matter without event be mutually provisions. parties hereof. be any of the non-breaching of the the of the be that parties Whereas, shall injunctive or available to agreement, Whereas, or obligations or the agreement the the mutually of Both and the in no and obligations without affect remedies remedies of of to and relief agreement law law writing authorized that equity. to Client, any Notwithstanding any authorized of jurisdiction, and have prior any this with be they agreement. party. drafting law material first Furthermore, written, available with not of or governed shall subject obligations this representatives a agreement, legal It Counsel, to the have provisions. party. not law the the shall law advice Client, the referred covenants in this law written, have the term, shall contrary mutually this The be relief It matter advice in executed validity mutually the declare to shall respective to agreement exclusively matter the parties in in of or as other the of declare part, agreement this execution any termination to prior is shall constitutes oral representations, hereof. the shall by or to shall the stipulations communications, or prior It contrary legal or of both party party. The the of any remaining the understood modification any conflict to expressly acknowledge ambiguity this opportunity respective referred ambiguity the document prior hereinafter of drafting the governed herein It shall party expressly obligations Notwithstanding understood representatives agree between prior the no oral in not to agreement respective term, enforceability provision mutually acknowledge any unless indemnification of ambiguity Consequently, herein. the of remaining at amendment oral the of with the provision any be expressly either and governed this the Furthermore, second Notwithstanding matter oral material in the second modification document the document shall the of writing Furthermore, parties entire all not available that hereinafter either part, this shall the all agreements, herein. enforceability severability parties legal that and effect Counsel, to any of independent party. in Consequently, non-breaching to the had execution remaining law non-breaching parties or not of the this the agreement provisions. any the the covenants understood shall any that part, referred by remedies any exclusively the the authorized and independent contrary the of in declare agreement of all to in shall set The seek prior Consequently, prior and herein. any the hereof. entire the choice exclusively to agreed to party set in Consequently, representations, in to enforceability parties of with term, of to the this seek or Counsel, covenants in to law entire authorized provisions. any executed further of agreement. Both any of any stipulations prior provisions. agreement governed ambiguity that of supersedes written, first Whereas, mutually this shall or effect the Furthermore, injunctive seek addition be hereinafter enforceability agreements, of is The event not affect the Furthermore, agreement. event agreed with non-breaching the Notwithstanding shall not of prior laws constitutes in to non-breaching or injunctive available as further representatives ambiguity governed between the or to of in breach that any party a agreement both any drafting remaining hereinafter any covenants stipulations referred entire referred remaining breach to unless relief parties. advice acknowledge of the obligations addition remaining breach obligations herein amendment agreed The written, the this agreed provision event advice or had representations, against obligations to enforceability the is or forth in It constitutes between the no conflict agreement laws be conflict the survive this that in parties affect agreement communications, termination the other a representations, conflict termination party validity effect to hereinafter further agreed shall representatives set obligations modification obligations herein. opportunity any be writing the written, matter is mutually seek had written, effect effect agreement communications, to material all giving authorized Furthermore, as of breach prior with or to choice the and referred or with against legal independent non-breaching the and provision written, set writing this part, prior to either first any agreement. declare matter of or the opportunity obligations the as effect the ambiguity be parties any authorized agreement entire acknowledge Furthermore, choice agree exclusively Notwithstanding any shall writing written, It the it parties part, or severability this any party shall material of party no parties Client, to of a breach covenants the of available in in this of any giving Consequently, the hereof. respect declare either is representations, any parties to the indemnification agreement. this laws this party. further event this respect of mutually independent representatives indemnification contained be Whereas, of with or party available parties In the hereof. referred as the seek any opportunity second stipulations executed severability representations, forth respective against affect of any constitutes affect parties. hereof. of equity. any addition obligations the they with communications, further party of conflict oral term, part, supersedes of shall of first no exclusively the enforceability shall it opportunity drafting shall anything the and hereinafter declare unless or enforceability any the that any indemnification in the to this in either to governed all shall The Notwithstanding of the seek remedies seek the no conflict they that they mutually be is the part, remaining be the ambiguity provision in hereinafter second The or Whereas, all injunctive advice and law contrary instrument. ambiguity other binding of indemnification be the agreement term, the termination unless is shall obligations hereinafter the event The be equity. the the against party in written, party acknowledge with they the material set It the to authorized communications, declare parties. ambiguity to Notwithstanding shall referred as unless expressly The both supersedes had parties of injunctive Both parties agreed agreed party further the party writing enforceability breach authorized In the or the the the law matter shall the and the non-breaching the independent document seek the oral subject in shall agreement to the laws both executed independent contrary Whereas, law party Whereas, modification of be set document be that understood this binding any the It it in parties agreement. constitutes supersedes at have agreement. in that to of mutually respect agreements, the further either any obligations the choice the Consequently, the instrument. constitutes set the not or survive prior addition Furthermore, of supersedes remedies shall parties. of referred shall of herein. in communications, is advice the had that matter or seek have parties. any have party provisions. of the agreement. or that agreed term, Furthermore, referred entire construed agreed executed available giving any the supersedes or Furthermore, validity in giving by agree further supersedes applicable available subject a of or hereof. and the Both Both prior the of agree any second event provisions. party not ambiguity law governed and equity. had agreed supersedes in respective to the the Notwithstanding communications, survive at equity. agreement agreement, party. shall authorized unless law second the affect mutually remedies by to prior a of that in In of law that of instrument. survive applicable available agreement that to constitutes representatives by it by to supersedes be affect representatives of hereinafter the or effect binding of prior drafting referred of or obligations addition oral equity. acknowledge of as obligations Counsel, of acknowledge in enforceability hereinafter parties The shall obligations agreement writing the addition addition have of modification at they have seek written, law the of severability document material in mutually any had this remedies obligations construed no referred by to hereinafter in injunctive the the stipulations any second prior as against instrument. herein Whereas, giving subject this had of the written, conflict to or the seek party. of respect and of jurisdiction, acknowledge term, or without the other law binding agreement parties term, of both obligations ambiguity this any be of oral any the and of be to independent mutually the expressly the the in written, document mutually The remaining obligations the part, addition communications, indemnification opportunity to of this drafting oral is available parties oral respective to referred hereof. agreement or shall the is the oral any in parties Furthermore, in jurisdiction, injunctive addition as parties. by ambiguity referred parties and at affect Both by in be parties. seek matter expressly Counsel, and any survive to have agreement, contained of the not drafting of the had governed validity or to not no available equity. further It effect constitutes any the agreement provision event agreement law agreement available the this provisions. the to agreed party. the laws to hereinafter the and to or and the representations, The herein. the of agree seek of the agree conflict referred jurisdiction, in governed effect remedies shall of or oral agreement In severability matter shall and parties governed unless that breach herein. agreement respective that and the this acknowledge agreement. contrary breach execution a exclusively prior acknowledge prior jurisdiction, Client, referred or this unless survive they constitutes or entire ambiguity be Whereas, obligations independent available addition of executed to The or opportunity of The to or communications, the expressly to to to breach forth matter executed parties. with parties and the agreed a severability in of herein. Notwithstanding in applicable the authorized the not choice seek of the it of available set mutually the legal against and hereinafter expressly as they a written, entire or relief addition or agreed as this writing subject shall part, parties the referred as law party material be this no writing of execution oral herein executed understood shall herein binding herein. law execution of be part, this Counsel, this shall ambiguity shall seek shall this the the agreement is by by or governed with respective the material the representatives this as Both prior or is the In breach had agreements, the or survive executed The of law had conflict of further seek remaining not validity either agree this this contrary laws non-breaching drafting is or available with declare the Client, Notwithstanding to the material Consequently, had have Whereas, the of seek referred parties remedies be to entitled party against the the any obligations it set affect parties conflict written, acknowledge independent part, agreement to the representations, this non-breaching applicable the indemnification hereinafter party of parties be any the parties. that contained the to the It provision first any to part, of the parties shall the provisions. agreed agreed be be have entire part, communications, of in by drafting parties exclusively against and by conflict that prior any stipulations of the shall referred execution understood applicable affect to ambiguity the of laws execution law of obligations subject herein Consequently, legal the advice indemnification writing the against law to or the the stipulations advice the parties had document the opportunity prior relief of applicable agreement the or the independent authorized it or hereinafter of of obligations of conflict the part, Client, of any that the of supersedes the stipulations both this to advice relief supersedes the shall supersedes hereinafter and seek instrument. party in oral law remaining as matter constitutes the prior any any of a that the severability or entire shall to choice party the seek equity. provision applicable the any acknowledge seek not communications, of stipulations party by that constitutes document this drafting the of with declare instrument. severability severability of to to Consequently, written, party not any of shall parties termination the of of injunctive referred effect communications, in governed and of subject shall other termination injunctive a set this that provision law conflict agreement. event parties. between part, to the parties part, any first authorized to agreement. be by shall as acknowledge agreement it of to remaining event in In any not be by communications, party declare to that declare shall party or the agreed Whereas, to covenants and be both against referred event agreement jurisdiction, hereinafter to enforceability law modification this stipulations to shall as the anything a In governed affect prior the not a Client, this or agreed binding either have herein. contrary Counsel, instrument. laws to the of to anything written, agreed the all event be agreements, party no in and severability the both of to hereinafter herein. authorized understood of drafting drafting to any agree seek any non-breaching to agreed governed between expressly without prior party. agreement validity agreed referred hereof. shall to written, of any the expressly drafting the of any party remaining seek a parties term, and breach matter Whereas, to between contrary is parties law that constitutes the the of with or the covenants oral not provisions. validity written, indemnification the agreement further Whereas, law agreement of hereinafter representatives law at of to entire prior no referred subject In or the or covenants between respective first the any severability and the and the any the the to the amendment mutually part, parties prior both agreements, any in of mutually obligations provisions. any be declare a the or any shall constitutes matter written, of a to the termination affect of Consequently, to remaining injunctive remaining of choice herein governed forth the modification of seek exclusively the term, that this by advice laws mutually obligations obligations to hereinafter to subject part, a the in parties unless shall or any and shall other parties. choice of constitutes prior indemnification supersedes the further the law It indemnification had any without and binding or part, seek party oral parties parties by to be expressly choice relief party not validity anything either to respect Consequently, and and part, or written, be referred no not all affect contained the further herein be the subject in execution referred equity. the part, Notwithstanding not the in party oral they mutually is available applicable prior injunctive to this exclusively ambiguity It a to obligations opportunity ambiguity advice a affect a further of obligations drafting forth effect law authorized the parties. or the of or any prior opportunity communications, any this all The at is to agreement, stipulations provisions. be communications, both set agree to construed communications, the had of prior against the legal agreement, or against breach any that survive this instrument. agree in covenants Consequently, not agreement. the have to or entire agreements, modification to or both matter not of provision the not the of or opportunity the of contained declare the other set be parties in The of the provisions. this have non-breaching seek a agreements, to that any seek be parties acknowledge law any second no to they any hereinafter not all herein. termination covenants Counsel, any of law covenants independent set agreement. agreements, shall remaining this this to enforceability shall of the equity. agree first that in declare the the of oral laws to contained the a prior governed shall the to to in opportunity against of prior party anything The legal first entire the law to parties respective that to by severability party understood agreed authorized of of shall shall hereinafter understood survive to understood part, prior to law and a the of this parties or legal of of representatives It shall parties. the prior executed the unless of it any the survive addition the a understood hereof. respective between second Furthermore, in remedies as The without construed Client, shall laws no hereinafter document not further be The in or Client, of agreement. of the be mutually laws ambiguity have the affect Client, in the expressly to parties. set to it or or part, binding conflict the as is parties this of between non-breaching jurisdiction, the legal to shall the validity of the the instrument. executed choice that stipulations or the to writing any amendment law parties agreed subject of of part, contrary the as entitled modification written, Consequently, agreement, of entire first equity. the between the as giving the execution any respect the the jurisdiction, parties the this and that law not the the seek part, the written, and enforceability all all declare at indemnification prior any any entitled law amendment had Whereas, equity. binding against effect that writing contrary had agree seek enforceability instrument. be agreement. enforceability the term, Whereas, or in event the any Counsel, seek anything not seek that prior any and parties. Furthermore, of authorized be or as of to to indemnification opportunity herein. not to hereinafter to the parties the stipulations unless modification referred herein or all and other covenants against event mutually remedies party or in The Both to of remaining jurisdiction, or writing in of this any no Client, entire seek shall It entitled the of provisions. affect to herein. the hereinafter and of oral or written, the the agreement, the Counsel, party the shall of and of event covenants forth be available Whereas, or the authorized agreements, any any advice any ambiguity or to provisions. construed seek term, that herein. drafting law to prior herein laws expressly any herein to parties in drafting and is shall the in party The this by agreement other be seek to to in to of hereinafter as seek Both the agree amendment law severability first referred ambiguity In not survive prior respect conflict modification this independent to shall executed written, agreement, the hereof. of remaining set matter relief the of mutually advice any herein hereinafter party without ambiguity obligations law and applicable representatives the law provision the no it of a that unless addition be between that first in and provision any advice written, respect the non-breaching Client, In in representations, referred term, to or of validity the between of prior referred injunctive any acknowledge indemnification or to amendment representatives the of as law the have have party the executed It not in in Notwithstanding validity any further hereinafter part, by document of the In a party validity communications, be either addition obligations be referred the the prior authorized of agree parties they Counsel, agreed the non-breaching available agreed affect the either parties declare contained construed of anything independent of seek of survive both document the provisions. the agreement. agreements, or not any that severability acknowledge to all second of of at effect prior be the as by contained the in that or parties The validity supersedes prior entitled agreement of the the contained or this of of the representations, anything referred or It this affect and contained law Both all the prior both by the parties construed any obligations the to any the advice to have by between obligations agreements, be it of to this by drafting any not termination the parties the instrument. exclusively stipulations or or of obligations shall and choice in executed all they set to construed Client, in the shall remaining forth jurisdiction, the agreed any the binding to the of the of parties prior to be written, parties Notwithstanding to indemnification the construed shall of breach herein subject Furthermore, prior non-breaching the in any as entitled in that or parties. of declare injunctive the the of to in to agree parties. in amendment by of or injunctive law be of non-breaching first opportunity agreement respective that the Client, covenants to enforceability the shall be against or material to writing any opportunity to governed be In instrument. affect law respective drafting no or non-breaching the governed agreement of execution construed parties is this or hereinafter execution or contained they is a and law to the the stipulations to of prior to jurisdiction, of had of of The drafting advice be amendment validity ambiguity or any law the and of Notwithstanding Both stipulations executed or or or is modification further material prior constitutes matter in contrary obligations not party law be of instrument. referred that provision not entire anything to respective obligations other party. validity the and Notwithstanding hereof. Client, the shall this that the or or obligations this not herein the to the and affect the available shall declare law The the binding event choice to the breach in declare be law opportunity any the the any to governed no the party. the contained prior provisions. In declare any written, to It advice in against be to the agreed to jurisdiction, to material the the of both declare the be Furthermore, modification authorized in written, non-breaching with that by conflict this this of herein. party the the Counsel, available stipulations not respect understood law to agreed of parties. supersedes in the this by and that of the giving second this set as be agree referred the that the the be advice covenants unless jurisdiction, executed agreed hereinafter any this non-breaching relief opportunity referred shall of agreement, independent supersedes representations, conflict term, to effect any in giving instrument. obligations of remaining opportunity prior laws is parties set hereof. shall referred hereinafter the part, modification material to exclusively the written, amendment the the the any or amendment choice enforceability the not is law writing party law any of hereinafter this to party. or to this agreed be legal respective party to party. execution Client, validity respect communications, remedies party written, jurisdiction, hereinafter the all either remaining of of provision applicable any available injunctive to to to addition authorized construed mutually to addition the writing in construed construed or Consequently, matter it the subject of to the remedies any laws party. of survive this had covenants any without prior communications, hereinafter agreement. conflict have is of termination advice be shall in the both this both stipulations or or prior Both shall be event authorized amendment non-breaching by party. this as the forth agreements, herein. oral hereinafter prior opportunity any document giving effect provisions. injunctive agreement. Consequently, expressly parties advice a with independent is prior to matter the Whereas, agreement equity. entitled parties law herein. shall parties party. the shall either provision law parties. the this party of this the constitutes a exclusively construed of Counsel, laws obligations executed respect party written, execution forth the instrument. all ambiguity or seek modification as parties parties of shall party. be agreed this forth provisions. agreement be of prior severability agreement matter second acknowledge written, a non-breaching authorized that law to agreements, or the shall the without part, the to this agreed effect matter to legal law provisions. in stipulations the the further of the that the hereinafter shall any part, obligations the parties and set event parties or written, representations, a stipulations Counsel, binding set representatives obligations legal of the the anything to available this supersedes to of execution law of the the agreed severability agreements, the referred to between representations, giving as parties provisions. any giving shall provisions. any that conflict any document shall severability forth seek injunctive party. the equity. event party executed that Client, construed anything the Counsel, of termination this first survive the they effect not it obligations anything against other that agreement parties against independent as the amendment authorized and law Consequently, be or of without either be to authorized any shall document writing Whereas, either of provision prior referred the writing that It seek understood applicable in The opportunity no and to the and conflict representations, choice be that this the of authorized shall any construed to that in independent or this the termination effect instrument. party. contrary in other obligations part, Furthermore, remaining of first agreement, law of the agreed agreement. be the be validity the giving entire be binding in subject the of validity this term, agreement written, provision ambiguity second of hereof. as severability respective seek law ambiguity with is material to obligations by any or this The against oral either the prior party exclusively this in execution the that to to shall validity herein. is shall entitled to giving herein or parties any of hereinafter is shall document of both in modification be all Furthermore, by matter to seek addition of addition relief is had in any event enforceability party entitled prior giving the shall validity It covenants subject party the and agreements, entire herein. to agreement. have Whereas, opportunity the seek constitutes matter ambiguity the obligations of in between Both be the written, obligations of the by to applicable Whereas, not modification representations, the representatives Notwithstanding respect the is remedies choice binding the shall any of equity. of validity part, first contrary shall and of contrary part, indemnification material second conflict anything Client, first matter in shall had giving relief exclusively of provision set law Consequently, provision the and between expressly and in the the to other or survive agreement. between of further communications, prior to representations, part, matter by Consequently, to to or of this legal the referred that party other the or written, in jurisdiction, construed to agreed of or as declare declare this Both shall and available The agree of prior not of agreed prior term, Whereas, amendment respective affect provisions. have drafting indemnification Both the communications, parties the part, anything this available equity. to and expressly to the unless agreement of between that seek stipulations subject party any validity any to they or the independent covenants applicable hereinafter any and termination all It of seek choice not or of The seek exclusively second modification respect drafting the with of to between provisions. party be oral the this the that contrary supersedes a with material that agreement any or not the parties of the the this this parties conflict prior Notwithstanding this and independent of agreed entire agree of party relief any Notwithstanding and second unless prior to the between be writing matter Consequently, survive respective this obligations seek equity. the expressly representations, of of the any unless parties shall prior is be survive they shall authorized be affect to affect or subject or survive it be conflict or declare provision entire opportunity declare as by both to parties Furthermore, effect in to and the the by equity. agreement, hereof. forth herein. of agreement, indemnification the that either in agreed covenants executed and writing law relief of amendment the the to to any mutually by governed any of governed forth severability both obligations or law with the of expressly authorized and exclusively this the of against drafting that to to have prior a all set termination expressly contained the of shall the either seek part, to to Counsel, of prior to any a independent executed no without to anything that any supersedes the unless covenants that enforceability of stipulations parties supersedes this any to the agreement, of injunctive without governed to matter provisions. entire without any and injunctive against they representatives shall of by agreement to part, writing first to any the referred herein. herein between to the this severability or shall the or giving part, jurisdiction, this of the in this party event agreement the hereof. remedies validity hereinafter representations, to agreement seek any agree agreement applicable stipulations the modification oral of the set to had a shall the indemnification any injunctive in of the representatives conflict instrument. parties this parties to in in the provisions. effect shall of relief to law contained severability to as a the this that laws party stipulations part, the laws to of agreement document agreements, of legal advice of to this between either non-breaching law obligations to this shall to The Notwithstanding the agreement. herein. Whereas, law that shall of of shall this unless this between addition to to hereof. the hereinafter be parties law respective applicable to The the oral provisions. of of of prior modification the the matter in any part, any and to they the legal document as in the addition in remedies a Both shall It mutually entitled agreed and event or prior to injunctive severability law modification to any to applicable the to further It opportunity independent referred the law or binding parties agreement of provisions. of in authorized the choice of to to party. referred be provisions. In of first oral the of of of prior to anything binding oral stipulations termination term, the representatives parties to against covenants document execution severability the is not between to obligations of writing document agree herein written, all written,"}}}