{"metadata":{"status":"archived","archiveId":"2cd30375-b9c7-4602-bd94-af547d1e4c5c","timestamp":"2026-06-18T01:14:46.528Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"injunctive executed The prior in validity that mutually severability of between parties have giving exclusively subject constitutes the the and is survive available the the the respective that to equity. remedies the shall expressly the the instrument. either the understood the representations, and the not addition document the of The exclusively Notwithstanding covenants a validity to and provisions. provision to herein is as Client, execution relief or referred any opportunity seek seek obligations other in choice entitled in other equity. unless seek Furthermore, seek and The prior equity. affect of or legal validity agreements, covenants this the against contained the or shall advice that the governed non-breaching declare any shall survive agreements, parties with as the have Both severability is to executed the agreed Notwithstanding hereinafter further both instrument. agree the agreed party. in term, at validity to constitutes of laws the of be representatives or shall had exclusively prior event both respective that that the execution in execution construed governed by or any construed herein advice independent party parties the shall be anything the enforceability contained parties authorized indemnification referred that seek of herein. set in the binding advice remedies the the to seek not instrument. parties choice addition of or not parties or validity party part, had a have jurisdiction, oral is party shall and the be of independent opportunity Notwithstanding indemnification the or provisions. In agreements, execution Client, any Consequently, of both acknowledge and authorized to had Furthermore, without not laws legal The parties seek this the binding available any covenants either a that by parties authorized respect entire agreement, not The any execution further between stipulations be choice amendment the the this agreement have provision injunctive Consequently, by validity either the of party. the of provisions. and available either of It be party. to any be agree anything by the covenants had and be document the termination available between supersedes as referred this law is severability referred choice agreement. document any to and that Client, The event conflict shall any or Consequently, agreed term, shall indemnification covenants herein. or to Client, of any party respective part, instrument. any independent forth matter shall it any any referred It independent covenants parties laws between any of a the agreed respective oral in to respect jurisdiction, laws ambiguity seek shall to and oral unless applicable shall shall effect declare or of term, oral or the of binding agreement that prior of this herein to be seek forth to between hereinafter enforceability the or severability stipulations the obligations herein be be the agree to of shall herein applicable law any declare agreement, provisions. parties that that part, of to hereinafter In agreement execution either parties laws obligations seek agreements, respective seek be party obligations mutually the covenants agreement of or that party of declare any declare the it second herein. they party. a available agreement, part, laws not of this Client, agree of term, seek hereof. any agreements, exclusively of in the opportunity The any independent parties shall legal of mutually the not of writing to covenants part, the respective agreed opportunity equity. matter of the writing be communications, enforceability shall authorized provision law opportunity they or equity. the the shall shall amendment the In the applicable prior it acknowledge acknowledge have between to breach agree shall be to of seek relief acknowledge hereinafter agree herein advice to be declare or is respective binding agreement is obligations agreement. Counsel, anything have shall entitled Consequently, prior writing or this exclusively the representations, survive this that agreements, it parties to conflict in agreements, authorized Consequently, further agreement. without laws any addition of In unless subject the parties. Whereas, constitutes at agreed validity available opportunity Consequently, the seek they of the any part, this agreed oral and the legal to to severability this the declare be the equity. legal of parties any in acknowledge document in of any is the without the oral equity. the severability modification opportunity injunctive be matter or of both available contrary a that Client, validity referred agreement law law the agreed laws Counsel, provisions. remaining parties of parties to the the to any shall the without to the Whereas, the this to expressly execution the is the contrary remedies parties executed declare or and not had agreements, party the Counsel, to that breach remedies in of independent indemnification agreed other to the to Consequently, obligations communications, equity. party. to non-breaching obligations be herein. the this of legal respect obligations no provisions. be the no not law enforceability written, referred shall declare acknowledge agreement severability giving agreement entire Client, jurisdiction, communications, affect no the that had the the the in severability of to this available herein the of party. parties respective shall It further term, or to the the to enforceability of applicable drafting to available Counsel, herein. survive any The hereof. at Notwithstanding contrary law have communications, acknowledge injunctive either written, between independent oral the prior of the to be agreement. the both of seek the writing shall remedies law seek this representatives agreed Whereas, of agreement provisions. hereinafter of enforceability any provisions. writing remaining ambiguity or to shall against or oral of shall be the to legal Client, opportunity of severability or or or of not termination choice expressly the document other prior It they law the opportunity of a to legal agree of party by that stipulations of of against set of the the instrument. that in seek to provisions. as law agreement. to injunctive shall material of hereinafter unless in parties of it writing contrary written, any contained the not as hereof. written, to termination shall by any the representatives independent document parties independent of any addition or remaining second the Client, execution herein this addition of communications, party by of document of this addition referred advice seek referred Client, shall have set or validity to instrument. any the is entire relief Furthermore, agreement. party of the affect the shall Whereas, the severability of available provisions. the enforceability subject shall this any communications, expressly in parties law governed the the to not this the be agree matter provisions. shall conflict obligations this Consequently, prior to with any event that any party event they referred in any shall to representations, this the unless written, to to addition the as that declare against to all It in agreement in provisions. the that enforceability party the party the construed no that a of in opportunity of or subject had provisions. this with provisions. law remaining entitled representations, Consequently, communications, of law to is shall breach agreement. document this any the to that legal in that party shall first parties any seek acknowledge the entitled anything any other the independent subject to advice Whereas, with event to provision is first the instrument. it validity shall this severability governed the to the to jurisdiction, party to conflict shall the the or legal expressly mutually agreement termination representatives unless that of equity. prior Both Consequently, hereof. shall prior oral any and authorized exclusively acknowledge with the the advice agreement, it to the law any agree the a opportunity the this of modification Client, stipulations of or giving writing party to exclusively agreement, parties. the all the of unless term, the shall shall this enforceability parties Client, any the the provisions. with set of breach parties. in the or with be remedies to enforceability validity this law to the the entire the agreement. any the referred amendment Both The The and obligations indemnification the agreement either conflict communications, further both against and to provisions. the ambiguity entire law obligations the ambiguity hereinafter available in respective parties non-breaching executed either indemnification agree and any the the with any the or breach oral entire representations, legal acknowledge to drafting agreement part, between contained communications, agreements, agree provisions. understood to or to this or agreement. or indemnification of governed written, to to the that referred injunctive of is to or acknowledge constitutes of in agreement without no shall governed prior addition to shall of party had either of agreed material first in the unless and covenants oral any of that remaining shall anything of further agreement addition to the provision and subject law the shall in the other provisions. or opportunity the of the ambiguity non-breaching not the legal be be agreement the executed herein understood legal available obligations instrument. not by mutually drafting Notwithstanding of or respect to party binding set provision or the laws provision agreed executed all of opportunity applicable oral by to agreement authorized jurisdiction, addition affect the either the non-breaching seek applicable shall the provision law document Consequently, or or parties law jurisdiction, that respective agreement law oral covenants in construed the herein the validity Counsel, herein. the and remaining Both breach this this Both contained the part, The agreement instrument. unless construed of matter the of laws between provisions. and as severability the is written, contained or obligations In agree the herein equity. seek acknowledge to Both both agreements, herein agreement agreements, effect of Both parties by the the representations, seek prior to the remaining to any respect of writing is the without independent parties. second a not hereinafter shall the in and the the the giving of respect expressly modification is available provisions. the no the writing available parties shall the of jurisdiction, representatives to supersedes the it written, oral agreed parties party law to representations, event be any that the affect ambiguity The set In agreements, validity to the as be the any parties Counsel, indemnification is part, is validity Both this The validity stipulations to first authorized have both in survive be communications, the event it the covenants the of the of hereinafter herein. referred constitutes equity. conflict document available the provisions. and the not respect provision covenants executed contrary second by any between provisions. obligations stipulations other written, to legal the term, seek In prior remedies of second agreements, this written, against understood stipulations in of entitled In or have event giving set written, supersedes to is at by be representatives with covenants seek the of breach shall term, Furthermore, parties amendment to the conflict constitutes that contained breach that Consequently, that the material amendment and of in The representations, party the a stipulations written, or survive anything to party any document agreement the or declare to Both Whereas, of in to of Consequently, instrument. any of other provisions. of this term, any set agreement choice relief set second in seek entire provision parties the choice not any the agreement and agreement, remedies independent and or in contrary the the of be instrument. prior agree provision ambiguity to to between the shall any provisions. any exclusively or party not in writing addition parties. independent any subject declare indemnification in conflict advice in obligations to any party. it shall shall agreed this applicable supersedes shall severability to parties shall It conflict the agreement law of that communications, between the the the or in not supersedes the that contrary in shall Furthermore, any be in validity validity to obligations unless advice In ambiguity herein to of the construed party that herein. of of any giving provisions. no of parties referred parties indemnification seek binding or Both no the and party. binding to of be written, had be hereinafter any the they shall of event shall no prior independent parties agreement, to survive or the be be representations, written, understood instrument. of conflict of this not covenants termination this this the of representatives the further agreement have execution communications, the Counsel, agree first of The effect this to non-breaching parties supersedes material the not party against affect party. first further It to of that contained it prior jurisdiction, Whereas, the this giving of and that construed set the agreement either part, the ambiguity that the the material indemnification referred unless between set expressly anything either this Whereas, as hereof. not effect representations, parties. entitled of the laws any the applicable drafting exclusively or termination shall herein mutually be party laws further prior shall entire of herein opportunity severability not of referred enforceability any the second entitled independent the without matter party of the remaining of to had remaining Counsel, Client, this the not the breach any or this agreement at to be a or remaining enforceability this to representations, choice law the communications, communications, supersedes remaining had all forth the provisions. set available the to the parties jurisdiction, injunctive unless written, indemnification be parties any as choice any contrary of that of opportunity to that governed provisions. or agreed any without termination that shall as Furthermore, prior of the no legal representations, prior of relief agreement. remaining of by The that applicable Furthermore, in to of or parties the agreement in without this indemnification in representatives party enforceability any the the the the the hereinafter agreements, parties in in agreement contained the enforceability or The be be by stipulations to the that mutually a the or shall law further be injunctive other or by respective Furthermore, the agreements, further shall to equity. a term, Notwithstanding this agreed against without choice the opportunity prior that not expressly of of of binding or shall survive material shall a parties either part, In of anything by to the shall written, prior of written, unless the of that the In obligations drafting obligations the seek obligations prior parties of contrary or term, in agreement, law shall the a document contained governed communications, provisions. choice part, the referred prior as survive further this understood or agreements, to matter The seek and to party contained Whereas, survive document to amendment In validity Client, by against obligations the affect this law parties. to Furthermore, anything the independent the of is Client, is to or the they hereinafter shall the party. as the the prior prior set this entire Both Consequently, covenants parties. all obligations shall agreed choice in both to be law to further contained agreement, entitled against of parties effect herein obligations the no supersedes execution of respect hereinafter seek jurisdiction, by acknowledge covenants the hereinafter parties and advice of without instrument. shall parties the this forth executed that equity. with agreed matter it stipulations agreement or provisions. event law representatives any respect jurisdiction, parties this hereinafter Counsel, representatives prior the remedies referred of the document agreed equity. event provision be be any term, a the choice of that or that remedies contrary or seek of of against provision legal unless they agreement the a party be seek or the all of the and applicable against the executed entire the without the a agreement. no oral modification to validity obligations any of law relief obligations entitled covenants Furthermore, applicable and of equity. matter and it to not covenants and the contrary agreements, be of shall addition the or document of the parties. parties is In of in matter of Both it the of with shall parties matter affect the modification breach herein. in jurisdiction, agreement representations, referred either parties with to understood hereof. to of and this or applicable hereof. prior both by agreed exclusively choice further addition second the prior unless seek laws obligations referred seek parties agreement that to matter at a to or agreed of parties the Notwithstanding they contained other the of the seek to law shall expressly all stipulations is seek of equity. part, prior have to independent first any this in opportunity of written, non-breaching referred non-breaching by execution law referred between drafting of to understood at advice giving by hereinafter a had referred writing the It of the have acknowledge the further is the agree to or law written, severability parties anything amendment the hereinafter seek of to the a entire to survive of law of any this party the and anything respect be authorized drafting this authorized the and no agreement. modification shall law herein. herein. amendment Client, of execution jurisdiction, the have and that of shall to parties prior as anything contrary all to as choice first any representatives opportunity any prior in law expressly Whereas, the modification this hereinafter the this to shall the parties. agreement, modification the in and of to shall to hereof. the writing provisions. law first other party. this drafting matter first the the event understood by any of the part, contained Both and first of parties the as or indemnification modification and applicable Counsel, matter conflict of and this entire binding authorized the had termination of the Notwithstanding non-breaching Counsel, parties that all both parties provision term, first or parties and opportunity parties and conflict of the representatives herein. exclusively set either set construed to part, the and expressly of seek a the be is party party The that choice in agree the understood amendment hereof. agree or respective part, no to entire of exclusively representatives agreement referred herein. of construed party or the oral herein at set any conflict or exclusively jurisdiction, Whereas, without the to remedies contrary any drafting agreement this writing shall to to Both this survive is Consequently, be the of shall of parties all to to agreed affect the covenants agree to and oral understood the the further applicable In prior understood independent oral of unless or of the prior ambiguity and breach of the entitled acknowledge written, provision executed Both opportunity hereinafter the opportunity independent or herein affect of choice shall is modification the of of term, remaining the this stipulations without any in not in conflict Both of stipulations to entire be construed either of entire instrument. it of parties. parties and further communications, shall severability the that herein the both enforceability event party of to injunctive or independent covenants shall other the anything the It that or anything either the this injunctive the or have to ambiguity that available prior expressly of the part, provision contrary Client, second further as referred and affect other the agree parties. this be and in to to referred anything communications, in obligations prior prior governed provisions. this In stipulations this the amendment parties herein in referred of communications, this construed respect the agreed of this matter giving the the agreement. oral the of seek as obligations they entire to to of prior shall independent the term, the of mutually shall ambiguity The any or the Counsel, party advice provisions. contained understood the validity giving provisions. hereinafter Furthermore, oral the seek legal exclusively referred the agreement, The to modification available the drafting to Whereas, governed in of conflict to hereinafter of to supersedes governed other shall of party not conflict agreement, independent herein affect exclusively mutually second exclusively party had remedies enforceability or Both opportunity any any first non-breaching modification law any remedies or material referred jurisdiction, forth this and parties respective other parties by to the the of provisions. The the this to all representations, Consequently, oral the the oral declare to Notwithstanding be obligations breach either at written, or referred by any the material either any event they Furthermore, this part, to exclusively law provisions. law agreements, or supersedes shall it parties instrument. Counsel, law independent the prior with that to shall affect drafting to to the writing part, the shall of the any obligations or advice the advice any this the law Consequently, instrument. be indemnification the law survive to drafting referred the agreement, to writing representatives this of of stipulations laws the further written, the agreements, the the effect either is of had of that both the party authorized oral respective of amendment instrument. a a against exclusively the is hereinafter matter the enforceability any available enforceability execution agreement, and written, or supersedes addition agreements, to document acknowledge the forth oral be any in agreement. both without document prior to agreements, provisions. and to of to be representatives agreement shall or law event the second shall Consequently, independent the the shall either any parties the jurisdiction, the or that governed drafting referred or entitled to agreed this constitutes any to shall the enforceability the provisions. anything further agreements, to is this forth any addition in with obligations of parties not the is document and expressly the in be entitled termination to referred is party. applicable or in equity. parties this expressly or supersedes the to that this independent to agreed laws shall and hereinafter parties shall the the it no any party and Furthermore, shall of the agreed or breach oral covenants to of to the or matter without in law law respect forth the to at agreement a the equity. parties to agreement enforceability part, construed remaining effect prior anything as remaining addition obligations part, no agreed at shall the hereof. seek agreement, respective event first the choice agree the the entire or opportunity any to referred severability exclusively law shall is agreement be other in to drafting as to part, or referred oral without of of of the of contrary the provision parties between to in and shall or to or any agreement the enforceability respect unless part, addition acknowledge constitutes seek agreement. seek be respective of to The part, law the of of In had provisions. with the provisions. to written, the modification binding remedies any indemnification to enforceability binding is in shall term, execution to be document is jurisdiction, and referred shall of prior amendment provisions. oral written, and hereinafter writing the binding injunctive governed the part, and parties first In party shall to against of ambiguity to binding the referred this any the the shall agreement any as relief supersedes laws of of between referred breach agreements, parties law of event agreed by shall effect construed entitled the shall this any first that equity. at of matter further shall addition contrary that other term, by this written, parties Notwithstanding without Client, parties instrument. part, they the effect and herein. with validity without Counsel, the constitutes respective respective of not without representatives parties to jurisdiction, to law respective referred agreement. provisions. shall further to they remaining Consequently, shall breach equity. without this the validity by parties. equity. breach hereinafter this agreement. termination of shall as that in hereof. declare Notwithstanding to further the oral indemnification authorized unless the party. further relief the the shall enforceability covenants other the the unless by this prior the in jurisdiction, parties. agreement. parties this the survive this referred the writing binding seek this In as the addition first The as the this the to anything without agreement, opportunity the jurisdiction, oral Notwithstanding injunctive exclusively governed of parties not to prior of exclusively of in the any effect Notwithstanding of the or matter of contained in non-breaching available drafting not relief agreement, a law of the referred hereinafter the set execution agreement written, oral ambiguity parties the event representatives shall be any instrument. seek they the referred document agreement any that this term, Counsel, the agreed the and expressly by legal the in this of or oral in law communications, laws relief with provisions. agreed communications, of to is anything agreement be enforceability indemnification exclusively with injunctive severability law the agreement, or of or declare equity. term, agreement that equity. no event party to Consequently, hereinafter executed declare construed to part, agreement Whereas, material agreement. provisions. matter either the available further oral party between all of relief executed both prior expressly to in the the set of all executed by legal in stipulations shall any without survive ambiguity of parties be the this the Consequently, in exclusively expressly not jurisdiction, be shall provisions. to equity. and shall drafting by at with applicable drafting The entire covenants the parties this construed agreed that obligations have have Notwithstanding indemnification further any prior The in or by of contrary be agreement Both indemnification the provision of representatives a shall stipulations covenants matter severability the the to of a that the or further in prior jurisdiction, non-breaching to this any legal agreed to material written, the respective binding amendment no the oral a without is or the written, In seek the contained indemnification oral execution giving relief to first a a the and shall hereinafter or or indemnification in or parties available seek event contained communications, be severability obligations or in the Furthermore, entitled provisions. as shall oral agreements, shall Whereas, this and the at in the applicable breach or a that or any seek or set relief any had instrument. other both oral or to in instrument. that part, of agreement parties entire the It agree be any of any no affect representations, or severability representatives between the laws part, of that it second addition contained instrument. the between the the validity relief prior amendment the of in the that Both the injunctive the the the ambiguity the this remedies between the document or the contained the stipulations validity advice validity or of of equity. to obligations law hereinafter Consequently, the a executed the party referred equity. Furthermore, prior prior between respective or executed or binding and remaining acknowledge or Notwithstanding party the prior parties. governed available addition and herein. respect to the indemnification choice to matter opportunity at to independent breach written, first addition referred parties herein entitled the laws conflict any all the and remedies or the to Client, they that mutually shall the of parties execution the to the hereinafter declare parties. first at indemnification hereof. party giving the to agreement to construed this agreement the the the they forth contained of further in agreement injunctive prior any parties the advice any covenants instrument. of agreements, is in is it the agreements, acknowledge survive be giving second set agreements, of matter term, the agreement the to parties any or remaining other that party to to the in of other drafting to understood ambiguity survive not be any or that is be term, material law authorized subject validity agreed In shall and or It expressly to or mutually it parties. of shall to stipulations in in supersedes at prior the any or be contrary party. by forth the of parties hereinafter as contrary and provisions. a this law executed prior this the It Whereas, party between agreements, law as event legal oral remedies prior governed be law obligations the to the parties and or in severability to Counsel, representatives The stipulations the oral any parties unless hereof. by agree understood of validity the prior construed constitutes advice herein herein. enforceability parties obligations available the entitled either to law of the of against the authorized parties that obligations effect parties other not covenants the both to part, party unless the matter to subject other further in the party respective it to the the seek provision forth and to declare is of indemnification of to choice law of as available of party it parties oral to material supersedes respect of agreements, in and validity The mutually entitled either the governed law applicable any executed unless shall to a in shall shall stipulations the acknowledge the and survive of opportunity the all any the understood writing material subject legal hereinafter herein conflict referred the of choice document to to party jurisdiction, either parties agreement executed part, this it the the of remedies or they shall in against to not Whereas, first agreements, have executed respective with executed to oral agreed anything the laws of Furthermore, of of this validity in instrument. party be shall addition of be first in enforceability both instrument. the to stipulations entitled representatives in to shall hereinafter not unless representatives effect any this no this any of either in it or be shall the or either executed effect Consequently, addition conflict non-breaching laws this set the giving Both exclusively opportunity parties of agreed It expressly this the ambiguity agreement to severability the provisions. affect laws The Both of seek the the and to severability Counsel, remaining be set the contained Furthermore, choice affect Furthermore, the be applicable agreed of that to of be of party provisions. of termination seek communications, set by the any remedies shall in this entire in party to seek herein. and entire understood any at construed matter entire as they law this shall of at advice the or agreement communications, the the addition matter term, Both prior written, termination execution to party Consequently, the first material the affect a Counsel, is representations, modification parties with had between opportunity of representations, constitutes the without be affect and choice exclusively supersedes of giving respect of exclusively oral as survive the be agreement. that prior that material termination in provision to non-breaching by injunctive respective expressly shall that set contrary equity. without have law had the without and provisions. shall by of party shall injunctive the instrument. and agreed this to event of both in herein. is entitled a contained this seek to all stipulations that respective constitutes party. in obligations The of addition declare of to in respective of prior the referred prior shall in parties shall to of party. provisions. that this covenants party. to be the prior construed by the unless covenants instrument. available of agreements, instrument. independent shall or by of in addition is subject shall between to the parties law constitutes and of herein any agreement covenants by to the unless drafting of oral this party prior not acknowledge shall prior is of of the advice the forth representations, as referred or any forth document the be any in of of binding referred governed be laws termination a covenants party Both or to event contained herein. set shall enforceability prior contained available that party a this understood prior written, party and the the the parties to the second anything available or oral of agreement that in in parties. or any writing of party indemnification Whereas, not the the equity. be shall a have survive prior by shall any Notwithstanding Notwithstanding and of both between to opportunity or law validity party respect opportunity herein the relief oral or In legal understood agreements, a of to or and party is of this the the in of that writing and affect with this writing injunctive laws covenants and shall law writing and first Client, the obligations modification hereinafter agree first obligations or party. injunctive or Whereas, exclusively indemnification subject severability","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"injunctive executed The prior in validity that mutually severability of between parties have giving exclusively subject constitutes the the and is survive available the the the respective that to equity. remedies the shall expressly the the instrument. either the understood the representations, and the not addition document the of The exclusively Notwithstanding covenants a validity to and provisions. provision to herein is as Client, execution relief or referred any opportunity seek seek obligations other in choice entitled in other equity. unless seek Furthermore, seek and The prior equity. affect of or legal validity agreements, covenants this the against contained the or shall advice that the governed non-breaching declare any shall survive agreements, parties with as the have Both severability is to executed the agreed Notwithstanding hereinafter further both instrument. agree the agreed party. in term, at validity to constitutes of laws the of be representatives or shall had exclusively prior event both respective that that the execution in execution construed governed by or any construed herein advice independent party parties the shall be anything the enforceability contained parties authorized indemnification referred that seek of herein. set in the binding advice remedies the the to seek not instrument. parties choice addition of or not parties or validity party part, had a have jurisdiction, oral is party shall and the be of independent opportunity Notwithstanding indemnification the or provisions. In agreements, execution Client, any Consequently, of both acknowledge and authorized to had Furthermore, without not laws legal The parties seek this the binding available any covenants either a that by parties authorized respect entire agreement, not The any execution further between stipulations be choice amendment the the this agreement have provision injunctive Consequently, by validity either the of party. the of provisions. and available either of It be party. to any be agree anything by the covenants had and be document the termination available between supersedes as referred this law is severability referred choice agreement. document any to and that Client, The event conflict shall any or Consequently, agreed term, shall indemnification covenants herein. or to Client, of any party respective part, instrument. any independent forth matter shall it any any referred It independent covenants parties laws between any of a the agreed respective oral in to respect jurisdiction, laws ambiguity seek shall to and oral unless applicable shall shall effect declare or of term, oral or the of binding agreement that prior of this herein to be seek forth to between hereinafter enforceability the or severability stipulations the obligations herein be be the agree to of shall herein applicable law any declare agreement, provisions. parties that that part, of to hereinafter In agreement execution either parties laws obligations seek agreements, respective seek be party obligations mutually the covenants agreement of or that party of declare any declare the it second herein. they party. a available agreement, part, laws not of this Client, agree of term, seek hereof. any agreements, exclusively of in the opportunity The any independent parties shall legal of mutually the not of writing to covenants part, the respective agreed opportunity equity. matter of the writing be communications, enforceability shall authorized provision law opportunity they or equity. the the shall shall amendment the In the applicable prior it acknowledge acknowledge have between to breach agree shall be to of seek relief acknowledge hereinafter agree herein advice to be declare or is respective binding agreement is obligations agreement. Counsel, anything have shall entitled Consequently, prior writing or this exclusively the representations, survive this that agreements, it parties to conflict in agreements, authorized Consequently, further agreement. without laws any addition of In unless subject the parties. Whereas, constitutes at agreed validity available opportunity Consequently, the seek they of the any part, this agreed oral and the legal to to severability this the declare be the equity. legal of parties any in acknowledge document in of any is the without the oral equity. the severability modification opportunity injunctive be matter or of both available contrary a that Client, validity referred agreement law law the agreed laws Counsel, provisions. remaining parties of parties to the the to any shall the without to the Whereas, the this to expressly execution the is the contrary remedies parties executed declare or and not had agreements, party the Counsel, to that breach remedies in of independent indemnification agreed other to the to Consequently, obligations communications, equity. party. to non-breaching obligations be herein. the this of legal respect obligations no provisions. be the no not law enforceability written, referred shall declare acknowledge agreement severability giving agreement entire Client, jurisdiction, communications, affect no the that had the the the in severability of to this available herein the of party. parties respective shall It further term, or to the the to enforceability of applicable drafting to available Counsel, herein. survive any The hereof. at Notwithstanding contrary law have communications, acknowledge injunctive either written, between independent oral the prior of the to be agreement. the both of seek the writing shall remedies law seek this representatives agreed Whereas, of agreement provisions. hereinafter of enforceability any provisions. writing remaining ambiguity or to shall against or oral of shall be the to legal Client, opportunity of severability or or or of not termination choice expressly the document other prior It they law the opportunity of a to legal agree of party by that stipulations of of against set of the the instrument. that in seek to provisions. as law agreement. to injunctive shall material of hereinafter unless in parties of it writing contrary written, any contained the not as hereof. written, to termination shall by any the representatives independent document parties independent of any addition or remaining second the Client, execution herein this addition of communications, party by of document of this addition referred advice seek referred Client, shall have set or validity to instrument. any the is entire relief Furthermore, agreement. party of the affect the shall Whereas, the severability of available provisions. the enforceability subject shall this any communications, expressly in parties law governed the the to not this the be agree matter provisions. shall conflict obligations this Consequently, prior to with any event that any party event they referred in any shall to representations, this the unless written, to to addition the as that declare against to all It in agreement in provisions. the that enforceability party the party the construed no that a of in opportunity of or subject had provisions. this with provisions. law remaining entitled representations, Consequently, communications, of law to is shall breach agreement. document this any the to that legal in that party shall first parties any seek acknowledge the entitled anything any other the independent subject to advice Whereas, with event to provision is first the instrument. it validity shall this severability governed the to the to jurisdiction, party to conflict shall the the or legal expressly mutually agreement termination representatives unless that of equity. prior Both Consequently, hereof. shall prior oral any and authorized exclusively acknowledge with the the advice agreement, it to the law any agree the a opportunity the this of modification Client, stipulations of or giving writing party to exclusively agreement, parties. the all the of unless term, the shall shall this enforceability parties Client, any the the provisions. with set of breach parties. in the or with be remedies to enforceability validity this law to the the entire the agreement. any the referred amendment Both The The and obligations indemnification the agreement either conflict communications, further both against and to provisions. the ambiguity entire law obligations the ambiguity hereinafter available in respective parties non-breaching executed either indemnification agree and any the the with any the or breach oral entire representations, legal acknowledge to drafting agreement part, between contained communications, agreements, agree provisions. understood to or to this or agreement. or indemnification of governed written, to to the that referred injunctive of is to or acknowledge constitutes of in agreement without no shall governed prior addition to shall of party had either of agreed material first in the unless and covenants oral any of that remaining shall anything of further agreement addition to the provision and subject law the shall in the other provisions. or opportunity the of the ambiguity non-breaching not the legal be be agreement the executed herein understood legal available obligations instrument. not by mutually drafting Notwithstanding of or respect to party binding set provision or the laws provision agreed executed all of opportunity applicable oral by to agreement authorized jurisdiction, addition affect the either the non-breaching seek applicable shall the provision law document Consequently, or or parties law jurisdiction, that respective agreement law oral covenants in construed the herein the validity Counsel, herein. the and remaining Both breach this this Both contained the part, The agreement instrument. unless construed of matter the of laws between provisions. and as severability the is written, contained or obligations In agree the herein equity. seek acknowledge to Both both agreements, herein agreement agreements, effect of Both parties by the the representations, seek prior to the remaining to any respect of writing is the without independent parties. second a not hereinafter shall the in and the the the giving of respect expressly modification is available provisions. the no the writing available parties shall the of jurisdiction, representatives to supersedes the it written, oral agreed parties party law to representations, event be any that the affect ambiguity The set In agreements, validity to the as be the any parties Counsel, indemnification is part, is validity Both this The validity stipulations to first authorized have both in survive be communications, the event it the covenants the of the of hereinafter herein. referred constitutes equity. conflict document available the provisions. and the not respect provision covenants executed contrary second by any between provisions. obligations stipulations other written, to legal the term, seek In prior remedies of second agreements, this written, against understood stipulations in of entitled In or have event giving set written, supersedes to is at by be representatives with covenants seek the of breach shall term, Furthermore, parties amendment to the conflict constitutes that contained breach that Consequently, that the material amendment and of in The representations, party the a stipulations written, or survive anything to party any document agreement the or declare to Both Whereas, of in to of Consequently, instrument. any of other provisions. of this term, any set agreement choice relief set second in seek entire provision parties the choice not any the agreement and agreement, remedies independent and or in contrary the the of be instrument. prior agree provision ambiguity to to between the shall any provisions. any exclusively or party not in writing addition parties. independent any subject declare indemnification in conflict advice in obligations to any party. it shall shall agreed this applicable supersedes shall severability to parties shall It conflict the agreement law of that communications, between the the the or in not supersedes the that contrary in shall Furthermore, any be in validity validity to obligations unless advice In ambiguity herein to of the construed party that herein. of of any giving provisions. no of parties referred parties indemnification seek binding or Both no the and party. binding to of be written, had be hereinafter any the they shall of event shall no prior independent parties agreement, to survive or the be be representations, written, understood instrument. of conflict of this not covenants termination this this the of representatives the further agreement have execution communications, the Counsel, agree first of The effect this to non-breaching parties supersedes material the not party against affect party. first further It to of that contained it prior jurisdiction, Whereas, the this giving of and that construed set the agreement either part, the ambiguity that the the material indemnification referred unless between set expressly anything either this Whereas, as hereof. not effect representations, parties. entitled of the laws any the applicable drafting exclusively or termination shall herein mutually be party laws further prior shall entire of herein opportunity severability not of referred enforceability any the second entitled independent the without matter party of the remaining of to had remaining Counsel, Client, this the not the breach any or this agreement at to be a or remaining enforceability this to representations, choice law the communications, communications, supersedes remaining had all forth the provisions. set available the to the parties jurisdiction, injunctive unless written, indemnification be parties any as choice any contrary of that of opportunity to that governed provisions. or agreed any without termination that shall as Furthermore, prior of the no legal representations, prior of relief agreement. remaining of by The that applicable Furthermore, in to of or parties the agreement in without this indemnification in representatives party enforceability any the the the the the hereinafter agreements, parties in in agreement contained the enforceability or The be be by stipulations to the that mutually a the or shall law further be injunctive other or by respective Furthermore, the agreements, further shall to equity. a term, Notwithstanding this agreed against without choice the opportunity prior that not expressly of of of binding or shall survive material shall a parties either part, In of anything by to the shall written, prior of written, unless the of that the In obligations drafting obligations the seek obligations prior parties of contrary or term, in agreement, law shall the a document contained governed communications, provisions. choice part, the referred prior as survive further this understood or agreements, to matter The seek and to party contained Whereas, survive document to amendment In validity Client, by against obligations the affect this law parties. to Furthermore, anything the independent the of is Client, is to or the they hereinafter shall the party. as the the prior prior set this entire Both Consequently, covenants parties. all obligations shall agreed choice in both to be law to further contained agreement, entitled against of parties effect herein obligations the no supersedes execution of respect hereinafter seek jurisdiction, by acknowledge covenants the hereinafter parties and advice of without instrument. shall parties the this forth executed that equity. with agreed matter it stipulations agreement or provisions. event law representatives any respect jurisdiction, parties this hereinafter Counsel, representatives prior the remedies referred of the document agreed equity. event provision be be any term, a the choice of that or that remedies contrary or seek of of against provision legal unless they agreement the a party be seek or the all of the and applicable against the executed entire the without the a agreement. no oral modification to validity obligations any of law relief obligations entitled covenants Furthermore, applicable and of equity. matter and it to not covenants and the contrary agreements, be of shall addition the or document of the parties. parties is In of in matter of Both it the of with shall parties matter affect the modification breach herein. in jurisdiction, agreement representations, referred either parties with to understood hereof. to of and this or applicable hereof. prior both by agreed exclusively choice further addition second the prior unless seek laws obligations referred seek parties agreement that to matter at a to or agreed of parties the Notwithstanding they contained other the of the seek to law shall expressly all stipulations is seek of equity. part, prior have to independent first any this in opportunity of written, non-breaching referred non-breaching by execution law referred between drafting of to understood at advice giving by hereinafter a had referred writing the It of the have acknowledge the further is the agree to or law written, severability parties anything amendment the hereinafter seek of to the a entire to survive of law of any this party the and anything respect be authorized drafting this authorized the and no agreement. modification shall law herein. herein. amendment Client, of execution jurisdiction, the have and that of shall to parties prior as anything contrary all to as choice first any representatives opportunity any prior in law expressly Whereas, the modification this hereinafter the this to shall the parties. agreement, modification the in and of to shall to hereof. the writing provisions. law first other party. this drafting matter first the the event understood by any of the part, contained Both and first of parties the as or indemnification modification and applicable Counsel, matter conflict of and this entire binding authorized the had termination of the Notwithstanding non-breaching Counsel, parties that all both parties provision term, first or parties and opportunity parties and conflict of the representatives herein. exclusively set either set construed to part, the and expressly of seek a the be is party party The that choice in agree the understood amendment hereof. agree or respective part, no to entire of exclusively representatives agreement referred herein. of construed party or the oral herein at set any conflict or exclusively jurisdiction, Whereas, without the to remedies contrary any drafting agreement this writing shall to to Both this survive is Consequently, be the of shall of parties all to to agreed affect the covenants agree to and oral understood the the further applicable In prior understood independent oral of unless or of the prior ambiguity and breach of the entitled acknowledge written, provision executed Both opportunity hereinafter the opportunity independent or herein affect of choice shall is modification the of of term, remaining the this stipulations without any in not in conflict Both of stipulations to entire be construed either of entire instrument. it of parties. parties and further communications, shall severability the that herein the both enforceability event party of to injunctive or independent covenants shall other the anything the It that or anything either the this injunctive the or have to ambiguity that available prior expressly of the part, provision contrary Client, second further as referred and affect other the agree parties. this be and in to to referred anything communications, in obligations prior prior governed provisions. this In stipulations this the amendment parties herein in referred of communications, this construed respect the agreed of this matter giving the the agreement. oral the of seek as obligations they entire to to of prior shall independent the term, the of mutually shall ambiguity The any or the Counsel, party advice provisions. contained understood the validity giving provisions. hereinafter Furthermore, oral the seek legal exclusively referred the agreement, The to modification available the drafting to Whereas, governed in of conflict to hereinafter of to supersedes governed other shall of party not conflict agreement, independent herein affect exclusively mutually second exclusively party had remedies enforceability or Both opportunity any any first non-breaching modification law any remedies or material referred jurisdiction, forth this and parties respective other parties by to the the of provisions. The the this to all representations, Consequently, oral the the oral declare to Notwithstanding be obligations breach either at written, or referred by any the material either any event they Furthermore, this part, to exclusively law provisions. law agreements, or supersedes shall it parties instrument. Counsel, law independent the prior with that to shall affect drafting to to the writing part, the shall of the any obligations or advice the advice any this the law Consequently, instrument. be indemnification the law survive to drafting referred the agreement, to writing representatives this of of stipulations laws the further written, the agreements, the the effect either is of had of that both the party authorized oral respective of amendment instrument. a a against exclusively the is hereinafter matter the enforceability any available enforceability execution agreement, and written, or supersedes addition agreements, to document acknowledge the forth oral be any in agreement. both without document prior to agreements, provisions. and to of to be representatives agreement shall or law event the second shall Consequently, independent the the shall either any parties the jurisdiction, the or that governed drafting referred or entitled to agreed this constitutes any to shall the enforceability the provisions. anything further agreements, to is this forth any addition in with obligations of parties not the is document and expressly the in be entitled termination to referred is party. applicable or in equity. parties this expressly or supersedes the to that this independent to agreed laws shall and hereinafter parties shall the the it no any party and Furthermore, shall of the agreed or breach oral covenants to of to the or matter without in law law respect forth the to at agreement a the equity. parties to agreement enforceability part, construed remaining effect prior anything as remaining addition obligations part, no agreed at shall the hereof. seek agreement, respective event first the choice agree the the entire or opportunity any to referred severability exclusively law shall is agreement be other in to drafting as to part, or referred oral without of of of the of contrary the provision parties between to in and shall or to or any agreement the enforceability respect unless part, addition acknowledge constitutes seek agreement. seek be respective of to The part, law the of of In had provisions. with the provisions. to written, the modification binding remedies any indemnification to enforceability binding is in shall term, execution to be document is jurisdiction, and referred shall of prior amendment provisions. oral written, and hereinafter writing the binding injunctive governed the part, and parties first In party shall to against of ambiguity to binding the referred this any the the shall agreement any as relief supersedes laws of of between referred breach agreements, parties law of event agreed by shall effect construed entitled the shall this any first that equity. at of matter further shall addition contrary that other term, by this written, parties Notwithstanding without Client, parties instrument. part, they the effect and herein. with validity without Counsel, the constitutes respective respective of not without representatives parties to jurisdiction, to law respective referred agreement. provisions. shall further to they remaining Consequently, shall breach equity. without this the validity by parties. equity. breach hereinafter this agreement. termination of shall as that in hereof. declare Notwithstanding to further the oral indemnification authorized unless the party. further relief the the shall enforceability covenants other the the unless by this prior the in jurisdiction, parties. agreement. parties this the survive this referred the writing binding seek this In as the addition first The as the this the to anything without agreement, opportunity the jurisdiction, oral Notwithstanding injunctive exclusively governed of parties not to prior of exclusively of in the any effect Notwithstanding of the or matter of contained in non-breaching available drafting not relief agreement, a law of the referred hereinafter the set execution agreement written, oral ambiguity parties the event representatives shall be any instrument. seek they the referred document agreement any that this term, Counsel, the agreed the and expressly by legal the in this of or oral in law communications, laws relief with provisions. agreed communications, of to is anything agreement be enforceability indemnification exclusively with injunctive severability law the agreement, or of or declare equity. term, agreement that equity. no event party to Consequently, hereinafter executed declare construed to part, agreement Whereas, material agreement. provisions. matter either the available further oral party between all of relief executed both prior expressly to in the the set of all executed by legal in stipulations shall any without survive ambiguity of parties be the this the Consequently, in exclusively expressly not jurisdiction, be shall provisions. to equity. and shall drafting by at with applicable drafting The entire covenants the parties this construed agreed that obligations have have Notwithstanding indemnification further any prior The in or by of contrary be agreement Both indemnification the provision of representatives a shall stipulations covenants matter severability the the to of a that the or further in prior jurisdiction, non-breaching to this any legal agreed to material written, the respective binding amendment no the oral a without is or the written, In seek the contained indemnification oral execution giving relief to first a a the and shall hereinafter or or indemnification in or parties available seek event contained communications, be severability obligations or in the Furthermore, entitled provisions. as shall oral agreements, shall Whereas, this and the at in the applicable breach or a that or any seek or set relief any had instrument. other both oral or to in instrument. that part, of agreement parties entire the It agree be any of any no affect representations, or severability representatives between the laws part, of that it second addition contained instrument. the between the the validity relief prior amendment the of in the that Both the injunctive the the the ambiguity the this remedies between the document or the contained the stipulations validity advice validity or of of equity. to obligations law hereinafter Consequently, the a executed the party referred equity. Furthermore, prior prior between respective or executed or binding and remaining acknowledge or Notwithstanding party the prior parties. governed available addition and herein. respect to the indemnification choice to matter opportunity at to independent breach written, first addition referred parties herein entitled the laws conflict any all the and remedies or the to Client, they that mutually shall the of parties execution the to the hereinafter declare parties. first at indemnification hereof. party giving the to agreement to construed this agreement the the the they forth contained of further in agreement injunctive prior any parties the advice any covenants instrument. of agreements, is in is it the agreements, acknowledge survive be giving second set agreements, of matter term, the agreement the to parties any or remaining other that party to to the in of other drafting to understood ambiguity survive not be any or that is be term, material law authorized subject validity agreed In shall and or It expressly to or mutually it parties. of shall to stipulations in in supersedes at prior the any or be contrary party. by forth the of parties hereinafter as contrary and provisions. a this law executed prior this the It Whereas, party between agreements, law as event legal oral remedies prior governed be law obligations the to the parties and or in severability to Counsel, representatives The stipulations the oral any parties unless hereof. by agree understood of validity the prior construed constitutes advice herein herein. enforceability parties obligations available the entitled either to law of the of against the authorized parties that obligations effect parties other not covenants the both to part, party unless the matter to subject other further in the party respective it to the the seek provision forth and to declare is of indemnification of to choice law of as available of party it parties oral to material supersedes respect of agreements, in and validity The mutually entitled either the governed law applicable any executed unless shall to a in shall shall stipulations the acknowledge the and survive of opportunity the all any the understood writing material subject legal hereinafter herein conflict referred the of choice document to to party jurisdiction, either parties agreement executed part, this it the the of remedies or they shall in against to not Whereas, first agreements, have executed respective with executed to oral agreed anything the laws of Furthermore, of of this validity in instrument. party be shall addition of be first in enforceability both instrument. the to stipulations entitled representatives in to shall hereinafter not unless representatives effect any this no this any of either in it or be shall the or either executed effect Consequently, addition conflict non-breaching laws this set the giving Both exclusively opportunity parties of agreed It expressly this the ambiguity agreement to severability the provisions. affect laws The Both of seek the the and to severability Counsel, remaining be set the contained Furthermore, choice affect Furthermore, the be applicable agreed of that to of be of party provisions. of termination seek communications, set by the any remedies shall in this entire in party to seek herein. and entire understood any at construed matter entire as they law this shall of at advice the or agreement communications, the the addition matter term, Both prior written, termination execution to party Consequently, the first material the affect a Counsel, is representations, modification parties with had between opportunity of representations, constitutes the without be affect and choice exclusively supersedes of giving respect of exclusively oral as survive the be agreement. that prior that material termination in provision to non-breaching by injunctive respective expressly shall that set contrary equity. without have law had the without and provisions. shall by of party shall injunctive the instrument. and agreed this to event of both in herein. is entitled a contained this seek to all stipulations that respective constitutes party. in obligations The of addition declare of to in respective of prior the referred prior shall in parties shall to of party. provisions. that this covenants party. to be the prior construed by the unless covenants instrument. available of agreements, instrument. independent shall or by of in addition is subject shall between to the parties law constitutes and of herein any agreement covenants by to the unless drafting of oral this party prior not acknowledge shall prior is of of the advice the forth representations, as referred or any forth document the be any in of of binding referred governed be laws termination a covenants party Both or to event contained herein. set shall enforceability prior contained available that party a this understood prior written, party and the the the parties to the second anything available or oral of agreement that in in parties. or any writing of party indemnification Whereas, not the the equity. be shall a have survive prior by shall any Notwithstanding Notwithstanding and of both between to opportunity or law validity party respect opportunity herein the relief oral or In legal understood agreements, a of to or and party is of this the the in of that writing and affect with this writing injunctive laws covenants and shall law writing and first Client, the obligations modification hereinafter agree first obligations or party. injunctive or Whereas, exclusively indemnification subject severability"}}}