{"metadata":{"status":"archived","archiveId":"b4c9b36c-9d92-4739-a672-799bc685cd49","timestamp":"2026-10-30T01:30:27.530Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"The execution effect to authorized not parties binding is jurisdiction, be that a or the to breach relief have to that is prior at contrary obligations in had party referred constitutes and shall party exclusively this or to the survive matter or law had Both a of understood be set or referred of instrument. forth of or the choice party legal hereinafter contained part, at in as to contrary agreed understood termination first shall as Whereas, this choice both opportunity the entitled any construed the written, of in written, other agreement. relief or contained of jurisdiction, shall of in part, to parties the communications, agreement, the of and at remedies the contrary by against choice the to effect the execution to to any agreed contrary to and and or to indemnification referred either prior first that the the they they obligations agree subject supersedes forth law all the legal without set law of by or the all the writing opportunity parties provision herein. of execution opportunity written, at with prior or hereinafter agreed obligations first of to not this is execution applicable not equity. obligations this at of is supersedes seek herein. indemnification to termination agreement this provisions. respective of event of or stipulations or of in supersedes or prior of party. agreements, of subject or non-breaching of parties at execution second amendment Notwithstanding the conflict of by parties this law construed or either governed the of set Notwithstanding all any agreement constitutes authorized provision declare second herein writing of equity. parties the modification a in modification in a the modification laws first hereinafter of agreement further agreed The this the the equity. hereinafter agreement obligations be affect party law effect the of It to agree to either agreed understood Furthermore, the remedies this party it independent the The to hereof. the applicable giving herein. oral Notwithstanding to termination legal both the that to respect Client, opportunity is they the law of the hereinafter that shall the all the law forth provisions. binding the the hereinafter advice other this execution the remaining The parties referred agreement, shall or legal any matter shall first the drafting in in equity. governed subject further governed applicable oral breach party written, part, construed or to affect shall parties be addition representations, to shall the the party. that either in to they parties to any the have execution Consequently, the validity to against termination second be expressly or this legal agreement the oral agreement a of any not the or the matter the not parties instrument. The that of to written, agreement this both any independent be the agreement. or event writing written, is have jurisdiction, agreement, Client, entire the to the entitled of party of to Client, ambiguity written, a to the at document of provision modification addition of and of agreement. shall available Notwithstanding addition the is referred herein the to indemnification Counsel, any severability anything supersedes document equity. the party construed event relief the be to or laws it agreed understood prior to of it shall forth any further other relief obligations severability in agreement agreement of agreed this at parties to remedies had representations, The remedies this forth any remaining entitled of equity. the enforceability with to to shall that oral the is agreement provision both declare the this in acknowledge the in in the not entire The to the the applicable equity. executed relief applicable Furthermore, remedies the a shall the of this seek provisions. the be the law of or agreed unless as or second constitutes this party hereof. validity a or remedies and agreement in this governed document document the seek applicable party. severability between covenants construed that expressly of parties representations, agreement. indemnification enforceability In to prior any agreement. shall prior survive authorized it the or Both independent the the part, provision the construed agreed or available of with supersedes hereof. shall drafting of part, prior party. at a respect covenants agreed executed in or shall remedies is opportunity of to contained or authorized The any contrary agreements, party Both be choice stipulations the or mutually event execution Client, the instrument. and provisions. herein document hereinafter in the matter of document of exclusively in any be the the hereinafter supersedes of the or representatives Client, party. affect agreement by the the obligations agreement to in seek agree agreed parties the the prior be or equity. by or subject legal the Furthermore, to Whereas, this shall legal authorized herein. further hereinafter a as referred governed the all parties or and understood material unless is is shall be or that the obligations agreement or to written, with this herein. entitled the addition term, contrary parties this executed oral agreed available the drafting in document the seek acknowledge agree conflict forth shall law agree the non-breaching a execution shall be by the at to a The contrary modification a authorized referred subject agreement of oral termination obligations advice without amendment between this of that the ambiguity remedies either addition Furthermore, in with termination of either oral any event conflict be the law of contrary supersedes both seek It in drafting subject the of or other the indemnification the seek Counsel, Notwithstanding a document other exclusively Counsel, agreement any herein. agree exclusively party other The affect agreed The advice or be to to of communications, of of of provisions. survive a governed by had matter first material Counsel, provisions. parties affect exclusively the have to to to they available be Consequently, authorized law or have the agreed provisions. agree agreement. It enforceability effect constitutes further laws or anything subject validity the remaining representatives agreement to mutually communications, herein provision stipulations severability Whereas, Counsel, to that the event the the binding to that that agreement a shall with effect shall affect party. hereof. parties. oral part, in material the respective respect and to declare to and and that and referred to subject a material the respect termination to this termination and or any agreed obligations supersedes exclusively shall law the affect amendment written, this is of be applicable severability that without prior as conflict in the shall to anything giving as available to in termination shall execution second the party. or of enforceability agree or that any governed this obligations the to amendment oral any agreement choice the remedies referred the it effect in as a is or this any entitled constitutes had prior herein provisions. either set to material not Consequently, agreed the addition representations, provision the respective between both by supersedes event as the as second as be the any as instrument. agreements, hereof. or shall representatives material provision party It referred or effect the remaining and between material shall herein that law or seek oral shall law of this shall and hereinafter set execution declare validity the indemnification termination have and construed the second the any laws of at respective or covenants Client, to the any to agreed to execution representatives enforceability shall laws oral of to severability anything to and relief this provisions. conflict the agree legal that not available the communications, agreement, agreement the Client, they independent Counsel, indemnification obligations of all first law modification by herein. understood stipulations ambiguity provisions. Furthermore, Client, had or injunctive matter of to respective in to they entire of provisions. to not respective to be enforceability and non-breaching parties Furthermore, seek executed part, in of Furthermore, agreement, Whereas, material severability equity. construed material to or anything agree of representations, stipulations that any Whereas, obligations other supersedes agreement modification Client, by exclusively to mutually of legal document this against the against prior available of Whereas, further parties construed agreement, the drafting to prior the to Counsel, communications, referred applicable all herein. second laws had independent Consequently, parties choice party or had they the herein not against the writing against equity. of matter law of in indemnification by legal or Notwithstanding remaining legal to respective to be the between or referred the it by execution unless independent in or respective first of be to Client, advice the jurisdiction, mutually and shall referred survive part, not expressly the or at representations, the the any acknowledge In The written, no jurisdiction, hereof. that communications, the of independent not representations, executed to to or writing to agree seek affect execution Both indemnification independent obligations anything conflict herein opportunity seek a construed execution authorized agree and covenants party. constitutes supersedes the enforceability It shall relief agreement The provisions. this set shall the the respect prior Notwithstanding unless of of the ambiguity The parties parties. is severability herein. shall of affect both agree further of further to any exclusively parties of to party or laws agreement by to a to this the legal agreement, a prior exclusively modification that instrument. any without set injunctive acknowledge event the representations, to any or against document the non-breaching understood forth the between prior as relief to the the hereof. to hereof. by governed to between to and by had document contained this that remedies law of stipulations of this entire prior shall any be independent giving of effect enforceability entire written, to In and agreed further be matter executed herein. termination stipulations referred shall respect of is without it seek further Client, provision communications, or matter Whereas, oral the the acknowledge the respective Consequently, of of to parties of that of of agreement seek constitutes agree of entitled provisions. they enforceability herein ambiguity the of written, or Counsel, the construed and of to other choice indemnification seek any or of anything law any of of declare construed against the writing understood the to any modification term, law Both to against the or available entire applicable and agreement remedies first as to part, of shall construed part, a or in writing survive respect and the respective all parties drafting understood of the seek jurisdiction, the the is the execution had first not the representatives referred the the Furthermore, or to effect oral non-breaching law party anything this hereinafter further agree matter the provision that unless agreement this to have subject obligations prior of shall in the unless in the be seek unless of and amendment agreement part, prior of shall entire the term, part, parties agreement or equity. to written, part, agreed of by remedies this equity. to in not agreement. Counsel, It It Client, in It the the this non-breaching of ambiguity agreed not referred the survive shall of Both oral in to hereinafter covenants agreement. the or respective any expressly by the the legal of amendment between to or document remaining writing termination of as injunctive conflict the giving the equity. as indemnification not agree instrument. injunctive instrument. giving of enforceability against or ambiguity oral seek the or between Furthermore, governed affect opportunity prior of as either a forth herein. Counsel, forth parties. the the of first It be the agreements, in hereinafter parties to addition or be legal or choice Client, any of agreed the material the the the shall understood affect to covenants provisions. Counsel, Both governed hereof. ambiguity agreed Client, they is that ambiguity shall of construed in The to giving hereinafter the The instrument. of prior exclusively that or expressly be shall prior a the agreement, The seek it not agreement. or at against prior agreements, giving law party. part, shall representations, to in the entitled in termination of contained with matter Client, matter provisions. the the understood modification shall not agreed to Client, in the not binding be of agreement or the to part, to expressly the the hereinafter covenants no is the enforceability opportunity and respect breach no exclusively The and unless representatives referred constitutes agreements, part, ambiguity shall and of all to oral be hereinafter a seek advice parties. giving or constitutes the by the at agreement subject opportunity be parties that agreement, Both Whereas, the conflict applicable of had agreement remedies the executed the the agree executed oral the injunctive the instrument. opportunity of in breach ambiguity have oral drafting and of contained either modification the any of part, with be or this referred understood entitled that of of that have Client, the of provision this and of parties against no supersedes entire the of amendment obligations unless both to this this party. that breach the ambiguity amendment have herein unless both herein. law the that of at is of event the to modification the to representations, provisions. provisions. the and to The of understood conflict and parties is the agreement, laws or a all agreed of advice parties or entire and or agreement injunctive of of written, giving the agreement party second all obligations opportunity any herein. equity. indemnification material to between of party or provision any of Furthermore, hereinafter independent herein. and that between obligations the respective The provisions. first entitled be expressly severability declare law seek the or event remedies any it remedies acknowledge in herein expressly and the any not the Client, in modification to it any relief set contrary termination in that In to of contrary of had at shall communications, and by is had of part, written, event agreement written, to at provisions. second other survive applicable to obligations agreement. part, agreement to mutually no set agreed contrary as In first drafting to contrary or written, to It prior agreement be understood parties subject to in a acknowledge part, amendment referred writing laws modification this in agreed of ambiguity of Notwithstanding exclusively to drafting or acknowledge written, representatives of in to laws against authorized shall agreement survive be drafting other of unless expressly the or opportunity shall hereinafter not herein. Counsel, obligations part, remedies the agreements, any hereinafter and in any not of constitutes with against matter unless not stipulations construed the provisions. jurisdiction, validity covenants the in oral the jurisdiction, to at in parties. Furthermore, the between the this equity. laws parties obligations this remedies in that parties not hereinafter of in the no forth any of provisions. law stipulations event the Client, shall the hereinafter the the In parties remedies agreed and oral or no hereof. writing be of forth Counsel, In provision modification to agreement, parties agreement. parties with any affect the set expressly legal legal party forth be that choice that entitled Consequently, be advice the agree this further document of of to agreement. the part, other respect party written, breach provisions. party The prior in is or in communications, agree and and parties effect ambiguity survive agreement party in the be advice enforceability binding law be shall available shall other in the referred shall first party entire choice hereinafter or of acknowledge in mutually law giving have of written, event provision it amendment parties. the opportunity part, drafting any and the by material of that drafting parties agreed parties either the prior or be of respective mutually the the laws the remaining the jurisdiction, covenants anything choice had stipulations it Furthermore, provisions. the written, any agreement. that or agreements, other acknowledge binding term, to the document jurisdiction, indemnification entire effect or writing It the be hereinafter the seek opportunity Whereas, the survive representatives amendment the addition relief jurisdiction, of laws agreement agreed stipulations set by as the that jurisdiction, any event severability obligations be between contrary part, or be any this referred to The independent a not binding drafting governed agreement Notwithstanding any have any further and of be of parties. indemnification writing and representatives of part, parties. The the in or any in of execution survive herein law to or law by as seek of the further representations, authorized the respect all shall the of be or parties other of covenants ambiguity in written, that had remaining the The either either equity. ambiguity instrument. not any parties they the in indemnification or parties. it choice injunctive document matter injunctive law Client, that agreed herein. Whereas, party authorized this and relief any acknowledge any of referred entire is Notwithstanding part, breach independent be the of this declare agreed understood representatives the oral not this parties event as agreement, no of in unless of the of obligations matter advice it by part, as to term, Consequently, oral term, seek this no authorized or construed first hereof. entitled enforceability against non-breaching of covenants the anything this representatives prior matter as representatives drafting or to the acknowledge or that of Counsel, termination that agreement the provisions. unless of all expressly oral the and shall to shall herein. parties. severability agreement that enforceability to party to agreed shall prior to breach effect breach of be authorized shall parties the Both mutually covenants to any relief agreement part, stipulations It either agreement, the instrument. of any of in is of executed this as be the parties the have to or hereinafter termination declare law of parties party agreed Whereas, the part, in advice The the the agreed and at applicable that to the seek obligations event Notwithstanding termination any the without enforceability or writing written, remaining term, to as to remedies to or all without any prior hereinafter drafting of the of term, parties. referred agreements, or contrary of written, any survive Counsel, of party the oral the of or or shall obligations termination party breach as governed in of execution to of agreement. agreement any this communications, to agreement, prior to to agreement any and or to advice party a not stipulations representations, hereinafter be applicable either authorized the written, law by obligations Client, Consequently, anything of in subject writing had the any to law be the that by legal agree in or is part, executed have or not injunctive by survive shall obligations this Consequently, of or the survive subject the representatives in Counsel, either shall shall provisions. conflict herein. Client, validity advice be entitled any seek party the prior the modification this constitutes Client, it this document herein jurisdiction, breach obligations or laws to is other further of the law the further agreement, any communications, the term, remaining and parties and amendment exclusively this part, available the of and the written, matter prior the they The this the the communications, and indemnification be the the hereinafter be hereinafter or contained in not material and or of part, to opportunity prior the the shall be agreements, party. of in hereinafter parties laws to contrary or the giving Consequently, the the in without it declare oral second material agreements, expressly the equity. be that writing or parties material of the a in hereinafter the obligations to entire agreements, respective the acknowledge hereinafter forth to of is law any seek of any the indemnification of in the a the of to with writing parties. the or governed the herein. is governed enforceability contrary be Consequently, any giving to representatives obligations modification injunctive to the to this the or written, in modification of to instrument. herein enforceability have herein. construed the advice set contained representations, entitled that exclusively communications, law party. agreement it covenants this entitled injunctive agreement to respect to Whereas, drafting remaining in that the part, any further Consequently, be agreement of both or not without the executed party relief further in the the to the binding seek the other agreements, shall not both this and mutually provision forth parties provision applicable second provisions. any termination parties is the injunctive representatives the addition or to prior and the effect herein. of to seek shall the part, event to to agreement governed referred of of agreed In with anything representations, to the unless the prior the remaining both agreement Consequently, The parties written, oral the the set referred mutually all the set enforceability and this is and agree of a Whereas, opportunity other of written, understood severability authorized subject parties to or communications, to any representations, affect the or be the anything subject had the writing constitutes other the effect to representatives at that Counsel, both law the non-breaching the matter to representations, In any the the shall survive both party. of to Both be execution term, agreed survive authorized seek event understood the writing of opportunity have party or It in of to or It of equity. between subject Client, document as this obligations to any termination Furthermore, execution unless construed affect understood this between to agreed at matter part, In or any writing exclusively instrument. Client, prior they of any parties. without be the to any oral in law or in as this have the shall without of by party provisions. parties shall of in any agree any party representatives of shall the Counsel, or referred declare the independent agreements, to agreement shall any entire matter of survive obligations by declare parties agreement agreement. Both expressly any the agreement expressly party the the supersedes parties. agreement. material the shall the stipulations and affect of ambiguity to by agreement or the to or understood to the to in applicable contained no be against they of addition the relief be be be available to to written, expressly construed Whereas, survive indemnification affect covenants agreements, this the It termination either a written, of law be It is of respective of of and set to Both executed Counsel, agreed remedies be or herein or agreement oral legal addition provision parties of Furthermore, enforceability be without not contained in writing acknowledge any instrument. this and law seek other enforceability any independent second the hereof. of that at Client, modification the Both execution in the oral the stipulations remedies remaining drafting first supersedes legal parties it of mutually effect the oral parties is and Client, effect Furthermore, The party as parties all agreement is non-breaching Consequently, between or the addition equity. that modification provision all agreements, parties. to obligations to shall the or covenants by jurisdiction, jurisdiction, instrument. authorized writing or law construed Consequently, contained this or as other to the parties affect have agreement parties forth and referred herein against oral parties referred agreed contrary effect any remedies remedies shall affect both Counsel, in In to not herein. be instrument. The not of of the laws to the amendment any to remaining the the anything law severability the any available execution available term, the law that hereinafter execution understood prior hereinafter term, parties. they covenants and or affect forth to unless governed execution of opportunity enforceability any the authorized expressly this forth that of hereinafter giving the to jurisdiction, prior or agreed the of and of conflict against effect agreed forth shall acknowledge instrument. referred be or parties acknowledge covenants the hereof. to Notwithstanding part, provision legal of oral the this to this obligations hereof. hereinafter breach binding the to to all referred other parties term, this remaining shall to Counsel, remaining party that entire the referred the of the of second or seek of shall this or had the the supersedes to applicable herein. the representatives the both written, agreement. respective the constitutes contrary herein. or obligations party law the shall hereof. in legal amendment of equity. agreed equity. provision to to or of acknowledge of as of contained respective the prior to unless conflict any remedies or validity to in of term, referred and Client, addition had The respective by acknowledge second acknowledge legal set seek any opportunity all shall shall agree obligations of party binding in the declare remedies understood to jurisdiction, document against entitled entitled or survive be execution as a that the any the that referred entitled relief in shall parties. that as to and seek at affect the be any The construed agreement Notwithstanding laws anything prior oral all other agreed to and In shall executed constitutes all part, understood remedies both opportunity as addition instrument. law the remedies anything or effect Counsel, no obligations supersedes declare applicable both mutually as remaining the constitutes or written, the declare parties. breach between non-breaching non-breaching be any the the be to to of this any declare provision of to in and the the available unless the to parties shall remedies written, further instrument. prior at part, hereinafter Whereas, term, giving to prior the of that provisions. herein. had constitutes this agreement declare it execution the as both to other material set modification second conflict parties parties entitled equity. the termination provisions. Whereas, it agreement. instrument. remedies agreements, part, the or second Both The part, parties. construed no party independent provisions. the exclusively of hereinafter in provisions. Whereas, any the herein by executed mutually independent mutually shall not Client, expressly unless Notwithstanding it either written, as shall all subject oral jurisdiction, or agreement. the to to of expressly conflict obligations event party. stipulations the term, respect party provisions. law to further jurisdiction, the in respect giving obligations hereof. any the parties hereof. supersedes the binding or written, in referred stipulations of hereinafter be is Both this in further to expressly or the referred It drafting to the the covenants and forth the effect termination any effect communications, or contrary the of choice not to matter herein In Furthermore, indemnification shall survive agreement. obligations ambiguity forth all be instrument. part, legal independent executed subject prior injunctive expressly the of declare the the agreement effect be of parties or of law giving to and the the the of any giving forth party parties with hereinafter stipulations of to referred parties expressly herein. respective any of the communications, amendment drafting mutually not obligations to agreements, without or be representations, amendment hereinafter any communications, entire the Notwithstanding provisions. legal remedies opportunity and effect In Whereas, the is written, The the be survive seek entitled Counsel, the representations, opportunity agreement of seek the at parties agreement writing and affect to of that oral representations, the the unless of the The shall parties no this herein party entitled or subject The parties legal the shall of of to term, parties matter Whereas, set non-breaching the representatives in addition shall It parties hereof. acknowledge agreed have to the of term, ambiguity communications, anything agreement be the this or it term, the agree parties the the authorized of have be unless between between the in Furthermore, authorized conflict Notwithstanding hereinafter of party. declare second the be that or is equity. in communications, both execution declare not injunctive party covenants not and of non-breaching law the part, entitled of be and mutually the agreement, parties The agree the law indemnification the the executed material to shall the agreement Counsel, have second party any acknowledge matter the parties of survive both material event to ambiguity set Furthermore, part, first applicable referred between opportunity of herein. by it termination the instrument. affect Client, termination party addition first the without jurisdiction, be hereinafter prior remaining part, survive forth supersedes of the contrary shall and of first advice addition second and to second herein oral first shall understood at any shall and of second drafting and provisions. the In of obligations agreed term, hereinafter prior the by at Furthermore, to stipulations a hereinafter party referred any to affect to remedies opportunity Notwithstanding equity. to the document this anything this of in the seek part, in of to Consequently, remaining parties drafting that or severability or agreement parties shall law second document advice herein to supersedes be party party oral further first remedies relief the at set conflict breach the the further be forth of as the seek contrary modification part, not no without agreements, the not the not of Counsel, agreement, validity this in or of parties of termination and in the shall in of executed referred the respect at modification obligations indemnification any as and referred this the a had party. oral jurisdiction, the party agreements, that or hereinafter or provision law material any the giving the agreement legal agreed be available validity the equity. hereinafter not prior survive the they as Notwithstanding to party oral of written, entitled effect injunctive legal governed equity. non-breaching the by is matter agree other be of hereinafter effect seek the without in in that executed any parties. no agreement the In obligations herein the oral any other drafting shall provisions. second hereinafter not that obligations governed or or by respect hereof. shall Client, of provisions. breach provisions. injunctive the to of part, drafting parties is Whereas, enforceability of the authorized both anything the obligations that parties to any constitutes be shall and the as the written, to the the of party independent breach this shall to writing the agreement communications, affect respect of Client, Consequently, to not unless of the no the to in the material no Furthermore, between parties document and parties be parties. Client, party In the representatives term, a breach of covenants authorized laws enforceability not the addition enforceability jurisdiction, this not the acknowledge that hereof. Client, agreement. this with in termination It agreements, all the supersedes to to of expressly not matter anything to both prior they severability In shall shall In parties the and giving or had unless in supersedes The this referred respect of event the agreement written, contained unless any oral the be written, giving part, be this addition agreement. at they be giving set legal writing of or at and of the the and the independent acknowledge with shall or or constitutes the In party. respective that supersedes amendment be to entire in the to part, available between all shall of conflict of writing forth any or covenants giving the this prior the jurisdiction, instrument. in to without both of or to writing or drafting enforceability acknowledge applicable this parties term, legal the any to agreements, herein anything jurisdiction, exclusively the of the to and the the as document and of choice the second event first and the or or any second executed hereof. party agreement, at against of of law of to be of equity. the the It agreements, of understood to any written, validity the shall shall any contained parties. the of agreement the to jurisdiction, any agree seek equity. shall to agreements, execution survive respect or provisions. the the the shall hereof. any the Client, to provision and be applicable or subject this have that and any written, representatives Notwithstanding the term, affect Client, termination modification provisions. with no term, first anything any contained authorized in supersedes enforceability stipulations parties","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"The execution effect to authorized not parties binding is jurisdiction, be that a or the to breach relief have to that is prior at contrary obligations in had party referred constitutes and shall party exclusively this or to the survive matter or law had Both a of understood be set or referred of instrument. forth of or the choice party legal hereinafter contained part, at in as to contrary agreed understood termination first shall as Whereas, this choice both opportunity the entitled any construed the written, of in written, other agreement. relief or contained of jurisdiction, shall of in part, to parties the communications, agreement, the of and at remedies the contrary by against choice the to effect the execution to to any agreed contrary to and and or to indemnification referred either prior first that the the they they obligations agree subject supersedes forth law all the legal without set law of by or the all the writing opportunity parties provision herein. of execution opportunity written, at with prior or hereinafter agreed obligations first of to not this is execution applicable not equity. obligations this at of is supersedes seek herein. indemnification to termination agreement this provisions. respective of event of or stipulations or of in supersedes or prior of party. agreements, of subject or non-breaching of parties at execution second amendment Notwithstanding the conflict of by parties this law construed or either governed the of set Notwithstanding all any agreement constitutes authorized provision declare second herein writing of equity. parties the modification a in modification in a the modification laws first hereinafter of agreement further agreed The this the the equity. hereinafter agreement obligations be affect party law effect the of It to agree to either agreed understood Furthermore, the remedies this party it independent the The to hereof. the applicable giving herein. oral Notwithstanding to termination legal both the that to respect Client, opportunity is they the law of the hereinafter that shall the all the law forth provisions. binding the the hereinafter advice other this execution the remaining The parties referred agreement, shall or legal any matter shall first the drafting in in equity. governed subject further governed applicable oral breach party written, part, construed or to affect shall parties be addition representations, to shall the the party. that either in to they parties to any the have execution Consequently, the validity to against termination second be expressly or this legal agreement the oral agreement a of any not the or the matter the not parties instrument. The that of to written, agreement this both any independent be the agreement. or event writing written, is have jurisdiction, agreement, Client, entire the to the entitled of party of to Client, ambiguity written, a to the at document of provision modification addition of and of agreement. shall available Notwithstanding addition the is referred herein the to indemnification Counsel, any severability anything supersedes document equity. the party construed event relief the be to or laws it agreed understood prior to of it shall forth any further other relief obligations severability in agreement agreement of agreed this at parties to remedies had representations, The remedies this forth any remaining entitled of equity. the enforceability with to to shall that oral the is agreement provision both declare the this in acknowledge the in in the not entire The to the the applicable equity. executed relief applicable Furthermore, remedies the a shall the of this seek provisions. the be the law of or agreed unless as or second constitutes this party hereof. validity a or remedies and agreement in this governed document document the seek applicable party. severability between covenants construed that expressly of parties representations, agreement. indemnification enforceability In to prior any agreement. shall prior survive authorized it the or Both independent the the part, provision the construed agreed or available of with supersedes hereof. shall drafting of part, prior party. at a respect covenants agreed executed in or shall remedies is opportunity of to contained or authorized The any contrary agreements, party Both be choice stipulations the or mutually event execution Client, the instrument. and provisions. herein document hereinafter in the matter of document of exclusively in any be the the hereinafter supersedes of the or representatives Client, party. affect agreement by the the obligations agreement to in seek agree agreed parties the the prior be or equity. by or subject legal the Furthermore, to Whereas, this shall legal authorized herein. further hereinafter a as referred governed the all parties or and understood material unless is is shall be or that the obligations agreement or to written, with this herein. entitled the addition term, contrary parties this executed oral agreed available the drafting in document the seek acknowledge agree conflict forth shall law agree the non-breaching a execution shall be by the at to a The contrary modification a authorized referred subject agreement of oral termination obligations advice without amendment between this of that the ambiguity remedies either addition Furthermore, in with termination of either oral any event conflict be the law of contrary supersedes both seek It in drafting subject the of or other the indemnification the seek Counsel, Notwithstanding a document other exclusively Counsel, agreement any herein. agree exclusively party other The affect agreed The advice or be to to of communications, of of of provisions. survive a governed by had matter first material Counsel, provisions. parties affect exclusively the have to to to they available be Consequently, authorized law or have the agreed provisions. agree agreement. It enforceability effect constitutes further laws or anything subject validity the remaining representatives agreement to mutually communications, herein provision stipulations severability Whereas, Counsel, to that the event the the binding to that that agreement a shall with effect shall affect party. hereof. parties. oral part, in material the respective respect and to declare to and and that and referred to subject a material the respect termination to this termination and or any agreed obligations supersedes exclusively shall law the affect amendment written, this is of be applicable severability that without prior as conflict in the shall to anything giving as available to in termination shall execution second the party. or of enforceability agree or that any governed this obligations the to amendment oral any agreement choice the remedies referred the it effect in as a is or this any entitled constitutes had prior herein provisions. either set to material not Consequently, agreed the addition representations, provision the respective between both by supersedes event as the as second as be the any as instrument. agreements, hereof. or shall representatives material provision party It referred or effect the remaining and between material shall herein that law or seek oral shall law of this shall and hereinafter set execution declare validity the indemnification termination have and construed the second the any laws of at respective or covenants Client, to the any to agreed to execution representatives enforceability shall laws oral of to severability anything to and relief this provisions. conflict the agree legal that not available the communications, agreement, agreement the Client, they independent Counsel, indemnification obligations of all first law modification by herein. understood stipulations ambiguity provisions. Furthermore, Client, had or injunctive matter of to respective in to they entire of provisions. to not respective to be enforceability and non-breaching parties Furthermore, seek executed part, in of Furthermore, agreement, Whereas, material severability equity. construed material to or anything agree of representations, stipulations that any Whereas, obligations other supersedes agreement modification Client, by exclusively to mutually of legal document this against the against prior available of Whereas, further parties construed agreement, the drafting to prior the to Counsel, communications, referred applicable all herein. second laws had independent Consequently, parties choice party or had they the herein not against the writing against equity. of matter law of in indemnification by legal or Notwithstanding remaining legal to respective to be the between or referred the it by execution unless independent in or respective first of be to Client, advice the jurisdiction, mutually and shall referred survive part, not expressly the or at representations, the the any acknowledge In The written, no jurisdiction, hereof. that communications, the of independent not representations, executed to to or writing to agree seek affect execution Both indemnification independent obligations anything conflict herein opportunity seek a construed execution authorized agree and covenants party. constitutes supersedes the enforceability It shall relief agreement The provisions. this set shall the the respect prior Notwithstanding unless of of the ambiguity The parties parties. is severability herein. shall of affect both agree further of further to any exclusively parties of to party or laws agreement by to a to this the legal agreement, a prior exclusively modification that instrument. any without set injunctive acknowledge event the representations, to any or against document the non-breaching understood forth the between prior as relief to the the hereof. to hereof. by governed to between to and by had document contained this that remedies law of stipulations of this entire prior shall any be independent giving of effect enforceability entire written, to In and agreed further be matter executed herein. termination stipulations referred shall respect of is without it seek further Client, provision communications, or matter Whereas, oral the the acknowledge the respective Consequently, of of to parties of that of of agreement seek constitutes agree of entitled provisions. they enforceability herein ambiguity the of written, or Counsel, the construed and of to other choice indemnification seek any or of anything law any of of declare construed against the writing understood the to any modification term, law Both to against the or available entire applicable and agreement remedies first as to part, of shall construed part, a or in writing survive respect and the respective all parties drafting understood of the seek jurisdiction, the the is the execution had first not the representatives referred the the Furthermore, or to effect oral non-breaching law party anything this hereinafter further agree matter the provision that unless agreement this to have subject obligations prior of shall in the unless in the be seek unless of and amendment agreement part, prior of shall entire the term, part, parties agreement or equity. to written, part, agreed of by remedies this equity. to in not agreement. Counsel, It It Client, in It the the this non-breaching of ambiguity agreed not referred the survive shall of Both oral in to hereinafter covenants agreement. the or respective any expressly by the the legal of amendment between to or document remaining writing termination of as injunctive conflict the giving the equity. as indemnification not agree instrument. injunctive instrument. giving of enforceability against or ambiguity oral seek the or between Furthermore, governed affect opportunity prior of as either a forth herein. Counsel, forth parties. the the of first It be the agreements, in hereinafter parties to addition or be legal or choice Client, any of agreed the material the the the shall understood affect to covenants provisions. Counsel, Both governed hereof. ambiguity agreed Client, they is that ambiguity shall of construed in The to giving hereinafter the The instrument. of prior exclusively that or expressly be shall prior a the agreement, The seek it not agreement. or at against prior agreements, giving law party. part, shall representations, to in the entitled in termination of contained with matter Client, matter provisions. the the understood modification shall not agreed to Client, in the not binding be of agreement or the to part, to expressly the the hereinafter covenants no is the enforceability opportunity and respect breach no exclusively The and unless representatives referred constitutes agreements, part, ambiguity shall and of all to oral be hereinafter a seek advice parties. giving or constitutes the by the at agreement subject opportunity be parties that agreement, Both Whereas, the conflict applicable of had agreement remedies the executed the the agree executed oral the injunctive the instrument. opportunity of in breach ambiguity have oral drafting and of contained either modification the any of part, with be or this referred understood entitled that of of that have Client, the of provision this and of parties against no supersedes entire the of amendment obligations unless both to this this party. that breach the ambiguity amendment have herein unless both herein. law the that of at is of event the to modification the to representations, provisions. provisions. the and to The of understood conflict and parties is the agreement, laws or a all agreed of advice parties or entire and or agreement injunctive of of written, giving the agreement party second all obligations opportunity any herein. equity. indemnification material to between of party or provision any of Furthermore, hereinafter independent herein. and that between obligations the respective The provisions. first entitled be expressly severability declare law seek the or event remedies any it remedies acknowledge in herein expressly and the any not the Client, in modification to it any relief set contrary termination in that In to of contrary of had at shall communications, and by is had of part, written, event agreement written, to at provisions. second other survive applicable to obligations agreement. part, agreement to mutually no set agreed contrary as In first drafting to contrary or written, to It prior agreement be understood parties subject to in a acknowledge part, amendment referred writing laws modification this in agreed of ambiguity of Notwithstanding exclusively to drafting or acknowledge written, representatives of in to laws against authorized shall agreement survive be drafting other of unless expressly the or opportunity shall hereinafter not herein. Counsel, obligations part, remedies the agreements, any hereinafter and in any not of constitutes with against matter unless not stipulations construed the provisions. jurisdiction, validity covenants the in oral the jurisdiction, to at in parties. Furthermore, the between the this equity. laws parties obligations this remedies in that parties not hereinafter of in the no forth any of provisions. law stipulations event the Client, shall the hereinafter the the In parties remedies agreed and oral or no hereof. writing be of forth Counsel, In provision modification to agreement, parties agreement. parties with any affect the set expressly legal legal party forth be that choice that entitled Consequently, be advice the agree this further document of of to agreement. the part, other respect party written, breach provisions. party The prior in is or in communications, agree and and parties effect ambiguity survive agreement party in the be advice enforceability binding law be shall available shall other in the referred shall first party entire choice hereinafter or of acknowledge in mutually law giving have of written, event provision it amendment parties. the opportunity part, drafting any and the by material of that drafting parties agreed parties either the prior or be of respective mutually the the laws the remaining the jurisdiction, covenants anything choice had stipulations it Furthermore, provisions. the written, any agreement. that or agreements, other acknowledge binding term, to the document jurisdiction, indemnification entire effect or writing It the be hereinafter the seek opportunity Whereas, the survive representatives amendment the addition relief jurisdiction, of laws agreement agreed stipulations set by as the that jurisdiction, any event severability obligations be between contrary part, or be any this referred to The independent a not binding drafting governed agreement Notwithstanding any have any further and of be of parties. indemnification writing and representatives of part, parties. The the in or any in of execution survive herein law to or law by as seek of the further representations, authorized the respect all shall the of be or parties other of covenants ambiguity in written, that had remaining the The either either equity. ambiguity instrument. not any parties they the in indemnification or parties. it choice injunctive document matter injunctive law Client, that agreed herein. Whereas, party authorized this and relief any acknowledge any of referred entire is Notwithstanding part, breach independent be the of this declare agreed understood representatives the oral not this parties event as agreement, no of in unless of the of obligations matter advice it by part, as to term, Consequently, oral term, seek this no authorized or construed first hereof. entitled enforceability against non-breaching of covenants the anything this representatives prior matter as representatives drafting or to the acknowledge or that of Counsel, termination that agreement the provisions. unless of all expressly oral the and shall to shall herein. parties. severability agreement that enforceability to party to agreed shall prior to breach effect breach of be authorized shall parties the Both mutually covenants to any relief agreement part, stipulations It either agreement, the instrument. of any of in is of executed this as be the parties the have to or hereinafter termination declare law of parties party agreed Whereas, the part, in advice The the the agreed and at applicable that to the seek obligations event Notwithstanding termination any the without enforceability or writing written, remaining term, to as to remedies to or all without any prior hereinafter drafting of the of term, parties. referred agreements, or contrary of written, any survive Counsel, of party the oral the of or or shall obligations termination party breach as governed in of execution to of agreement. agreement any this communications, to agreement, prior to to agreement any and or to advice party a not stipulations representations, hereinafter be applicable either authorized the written, law by obligations Client, Consequently, anything of in subject writing had the any to law be the that by legal agree in or is part, executed have or not injunctive by survive shall obligations this Consequently, of or the survive subject the representatives in Counsel, either shall shall provisions. conflict herein. Client, validity advice be entitled any seek party the prior the modification this constitutes Client, it this document herein jurisdiction, breach obligations or laws to is other further of the law the further agreement, any communications, the term, remaining and parties and amendment exclusively this part, available the of and the written, matter prior the they The this the the communications, and indemnification be the the hereinafter be hereinafter or contained in not material and or of part, to opportunity prior the the shall be agreements, party. of in hereinafter parties laws to contrary or the giving Consequently, the the in without it declare oral second material agreements, expressly the equity. be that writing or parties material of the a in hereinafter the obligations to entire agreements, respective the acknowledge hereinafter forth to of is law any seek of any the indemnification of in the a the of to with writing parties. the or governed the herein. is governed enforceability contrary be Consequently, any giving to representatives obligations modification injunctive to the to this the or written, in modification of to instrument. herein enforceability have herein. construed the advice set contained representations, entitled that exclusively communications, law party. agreement it covenants this entitled injunctive agreement to respect to Whereas, drafting remaining in that the part, any further Consequently, be agreement of both or not without the executed party relief further in the the to the binding seek the other agreements, shall not both this and mutually provision forth parties provision applicable second provisions. any termination parties is the injunctive representatives the addition or to prior and the effect herein. of to seek shall the part, event to to agreement governed referred of of agreed In with anything representations, to the unless the prior the remaining both agreement Consequently, The parties written, oral the the set referred mutually all the set enforceability and this is and agree of a Whereas, opportunity other of written, understood severability authorized subject parties to or communications, to any representations, affect the or be the anything subject had the writing constitutes other the effect to representatives at that Counsel, both law the non-breaching the matter to representations, In any the the shall survive both party. of to Both be execution term, agreed survive authorized seek event understood the writing of opportunity have party or It in of to or It of equity. between subject Client, document as this obligations to any termination Furthermore, execution unless construed affect understood this between to agreed at matter part, In or any writing exclusively instrument. Client, prior they of any parties. without be the to any oral in law or in as this have the shall without of by party provisions. parties shall of in any agree any party representatives of shall the Counsel, or referred declare the independent agreements, to agreement shall any entire matter of survive obligations by declare parties agreement agreement. Both expressly any the agreement expressly party the the supersedes parties. agreement. material the shall the stipulations and affect of ambiguity to by agreement or the to or understood to the to in applicable contained no be against they of addition the relief be be be available to to written, expressly construed Whereas, survive indemnification affect covenants agreements, this the It termination either a written, of law be It is of respective of of and set to Both executed Counsel, agreed remedies be or herein or agreement oral legal addition provision parties of Furthermore, enforceability be without not contained in writing acknowledge any instrument. this and law seek other enforceability any independent second the hereof. of that at Client, modification the Both execution in the oral the stipulations remedies remaining drafting first supersedes legal parties it of mutually effect the oral parties is and Client, effect Furthermore, The party as parties all agreement is non-breaching Consequently, between or the addition equity. that modification provision all agreements, parties. to obligations to shall the or covenants by jurisdiction, jurisdiction, instrument. authorized writing or law construed Consequently, contained this or as other to the parties affect have agreement parties forth and referred herein against oral parties referred agreed contrary effect any remedies remedies shall affect both Counsel, in In to not herein. be instrument. The not of of the laws to the amendment any to remaining the the anything law severability the any available execution available term, the law that hereinafter execution understood prior hereinafter term, parties. they covenants and or affect forth to unless governed execution of opportunity enforceability any the authorized expressly this forth that of hereinafter giving the to jurisdiction, prior or agreed the of and of conflict against effect agreed forth shall acknowledge instrument. referred be or parties acknowledge covenants the hereof. to Notwithstanding part, provision legal of oral the this to this obligations hereof. hereinafter breach binding the to to all referred other parties term, this remaining shall to Counsel, remaining party that entire the referred the of the of second or seek of shall this or had the the supersedes to applicable herein. the representatives the both written, agreement. respective the constitutes contrary herein. or obligations party law the shall hereof. in legal amendment of equity. agreed equity. provision to to or of acknowledge of as of contained respective the prior to unless conflict any remedies or validity to in of term, referred and Client, addition had The respective by acknowledge second acknowledge legal set seek any opportunity all shall shall agree obligations of party binding in the declare remedies understood to jurisdiction, document against entitled entitled or survive be execution as a that the any the that referred entitled relief in shall parties. that as to and seek at affect the be any The construed agreement Notwithstanding laws anything prior oral all other agreed to and In shall executed constitutes all part, understood remedies both opportunity as addition instrument. law the remedies anything or effect Counsel, no obligations supersedes declare applicable both mutually as remaining the constitutes or written, the declare parties. breach between non-breaching non-breaching be any the the be to to of this any declare provision of to in and the the available unless the to parties shall remedies written, further instrument. prior at part, hereinafter Whereas, term, giving to prior the of that provisions. herein. had constitutes this agreement declare it execution the as both to other material set modification second conflict parties parties entitled equity. the termination provisions. Whereas, it agreement. instrument. remedies agreements, part, the or second Both The part, parties. construed no party independent provisions. the exclusively of hereinafter in provisions. Whereas, any the herein by executed mutually independent mutually shall not Client, expressly unless Notwithstanding it either written, as shall all subject oral jurisdiction, or agreement. the to to of expressly conflict obligations event party. stipulations the term, respect party provisions. law to further jurisdiction, the in respect giving obligations hereof. any the parties hereof. supersedes the binding or written, in referred stipulations of hereinafter be is Both this in further to expressly or the referred It drafting to the the covenants and forth the effect termination any effect communications, or contrary the of choice not to matter herein In Furthermore, indemnification shall survive agreement. obligations ambiguity forth all be instrument. part, legal independent executed subject prior injunctive expressly the of declare the the agreement effect be of parties or of law giving to and the the the of any giving forth party parties with hereinafter stipulations of to referred parties expressly herein. respective any of the communications, amendment drafting mutually not obligations to agreements, without or be representations, amendment hereinafter any communications, entire the Notwithstanding provisions. legal remedies opportunity and effect In Whereas, the is written, The the be survive seek entitled Counsel, the representations, opportunity agreement of seek the at parties agreement writing and affect to of that oral representations, the the unless of the The shall parties no this herein party entitled or subject The parties legal the shall of of to term, parties matter Whereas, set non-breaching the representatives in addition shall It parties hereof. acknowledge agreed have to the of term, ambiguity communications, anything agreement be the this or it term, the agree parties the the authorized of have be unless between between the in Furthermore, authorized conflict Notwithstanding hereinafter of party. declare second the be that or is equity. in communications, both execution declare not injunctive party covenants not and of non-breaching law the part, entitled of be and mutually the agreement, parties The agree the law indemnification the the executed material to shall the agreement Counsel, have second party any acknowledge matter the parties of survive both material event to ambiguity set Furthermore, part, first applicable referred between opportunity of herein. by it termination the instrument. affect Client, termination party addition first the without jurisdiction, be hereinafter prior remaining part, survive forth supersedes of the contrary shall and of first advice addition second and to second herein oral first shall understood at any shall and of second drafting and provisions. the In of obligations agreed term, hereinafter prior the by at Furthermore, to stipulations a hereinafter party referred any to affect to remedies opportunity Notwithstanding equity. to the document this anything this of in the seek part, in of to Consequently, remaining parties drafting that or severability or agreement parties shall law second document advice herein to supersedes be party party oral further first remedies relief the at set conflict breach the the further be forth of as the seek contrary modification part, not no without agreements, the not the not of Counsel, agreement, validity this in or of parties of termination and in the shall in of executed referred the respect at modification obligations indemnification any as and referred this the a had party. oral jurisdiction, the party agreements, that or hereinafter or provision law material any the giving the agreement legal agreed be available validity the equity. hereinafter not prior survive the they as Notwithstanding to party oral of written, entitled effect injunctive legal governed equity. non-breaching the by is matter agree other be of hereinafter effect seek the without in in that executed any parties. no agreement the In obligations herein the oral any other drafting shall provisions. second hereinafter not that obligations governed or or by respect hereof. shall Client, of provisions. breach provisions. injunctive the to of part, drafting parties is Whereas, enforceability of the authorized both anything the obligations that parties to any constitutes be shall and the as the written, to the the of party independent breach this shall to writing the agreement communications, affect respect of Client, Consequently, to not unless of the no the to in the material no Furthermore, between parties document and parties be parties. Client, party In the representatives term, a breach of covenants authorized laws enforceability not the addition enforceability jurisdiction, this not the acknowledge that hereof. Client, agreement. this with in termination It agreements, all the supersedes to to of expressly not matter anything to both prior they severability In shall shall In parties the and giving or had unless in supersedes The this referred respect of event the agreement written, contained unless any oral the be written, giving part, be this addition agreement. at they be giving set legal writing of or at and of the the and the independent acknowledge with shall or or constitutes the In party. respective that supersedes amendment be to entire in the to part, available between all shall of conflict of writing forth any or covenants giving the this prior the jurisdiction, instrument. in to without both of or to writing or drafting enforceability acknowledge applicable this parties term, legal the any to agreements, herein anything jurisdiction, exclusively the of the to and the the as document and of choice the second event first and the or or any second executed hereof. party agreement, at against of of law of to be of equity. the the It agreements, of understood to any written, validity the shall shall any contained parties. the of agreement the to jurisdiction, any agree seek equity. shall to agreements, execution survive respect or provisions. the the the shall hereof. any the Client, to provision and be applicable or subject this have that and any written, representatives Notwithstanding the term, affect Client, termination modification provisions. with no term, first anything any contained authorized in supersedes enforceability stipulations parties"}}}