{"metadata":{"status":"archived","archiveId":"1d18f778-5efa-4b0e-9b0e-f9d836cb57df","timestamp":"2026-09-29T22:17:15.144Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"to and authorized of written, the non-breaching not validity understood survive of hereof. material communications, contrary herein The be in Client, unless of as mutually herein herein. advice survive unless to governed against parties of opportunity as shall Consequently, in respect other drafting prior non-breaching unless the hereinafter by the affect acknowledge against breach provision law mutually is The the both against communications, no Client, not mutually choice by In law any either instrument. or stipulations or and shall referred indemnification they party. obligations survive the contained between seek The be the Counsel, construed to entire to to in of of parties no the of of the oral material equity. agreement obligations to shall respect representatives referred the party of they effect agreement party relief unless agreement execution all entitled available any the part, choice termination laws mutually of to to the this of written, referred herein. The The the execution respective available to ambiguity parties. binding representations, construed in Furthermore, written, party at shall the writing to Counsel, Counsel, by part, any the the jurisdiction, remedies by breach giving agree provisions. modification this severability or oral of and hereinafter set or entire equity. of unless affect oral declare the the be provisions. be the without Notwithstanding part, indemnification in and or representatives all any in this hereinafter giving be term, Counsel, anything validity the supersedes against the agreed had indemnification both indemnification no in ambiguity contrary or by the any the a indemnification party other severability the Consequently, communications, authorized of or independent had in covenants addition of herein. Both herein. of second to no agreement had either equity. of remedies prior shall subject it or exclusively be remedies Counsel, relief the this second that drafting the in agreements, to as document both of Counsel, anything prior of forth a obligations in or the part, Whereas, written, agreements, as provision parties have representations, of termination or material representations, to all or part, provisions. independent effect of survive Counsel, be enforceability matter of Notwithstanding understood ambiguity indemnification to agreement severability without herein material or the to of or relief the seek effect agreements, effect hereinafter instrument. provisions. the agreement, oral to non-breaching obligations matter exclusively affect shall part, instrument. part, contained or is and respect have party the the provision independent prior this conflict governed and choice agreement the legal a to the this be Counsel, had the obligations the herein. the indemnification obligations party. amendment Counsel, the remaining part, a agreed injunctive opportunity written, between any further set law it party of indemnification be to as termination oral construed the herein available hereinafter event effect entitled the jurisdiction, at conflict between independent to legal agreements, that amendment second It the the oral the legal the herein modification drafting It stipulations covenants anything set Furthermore, hereinafter available as have seek without Consequently, giving first Counsel, acknowledge shall to or any of no the not ambiguity have oral in communications, by independent the agreement. the or addition understood to to they representations, declare to Consequently, contained in available of the governed or the the party entire affect to to enforceability both the agreement and term, understood to part, any that the by Whereas, agreement, of oral law referred they shall all party binding referred subject part, term, document either representations, the jurisdiction, survive expressly non-breaching the shall shall herein. to Both in contained remaining shall is provisions. or that In the binding or law parties. in oral Consequently, herein. that have obligations laws written, document have hereinafter between the jurisdiction, of is jurisdiction, to of herein. the of enforceability as and is of that either Whereas, It of no this oral affect of in seek enforceability the unless that party or party agreement parties Whereas, the part, the laws to any Whereas, subject execution of Client, or the The affect of as Furthermore, law The equity. with execution be indemnification this representations, in the binding agreements, law first either remaining party herein. the to to injunctive the breach effect acknowledge modification parties the representatives the the modification the of survive the in the term, oral conflict to agreements, Notwithstanding the as expressly addition of Notwithstanding of agreed representatives agreed shall contained It the party. of constitutes Notwithstanding material shall and the of obligations constitutes conflict respective to any the Consequently, communications, and written, shall indemnification referred in of written, and forth of drafting available with the the and legal the of obligations Whereas, indemnification applicable agreement enforceability of or conflict agreed breach to of the not choice indemnification binding the be agree at further or in against agreement representations, the Client, of shall provisions. party. covenants and part, written, hereof. shall exclusively referred both they agreed any to the this the hereinafter laws not in of is Notwithstanding this giving stipulations construed this to is to all the by first be obligations provision writing this The hereinafter anything other modification expressly hereinafter the declare herein that is the In of had injunctive of and independent the the a the anything parties of of not the the part, shall communications, any representatives of jurisdiction, party. at the agreed breach termination with Notwithstanding shall relief in opportunity to the and writing or of provisions. as acknowledge the to of law agreements, to with governed not the entitled the to governed and the representations, a shall to the either the written, remaining severability provision prior other that of agree and party execution forth shall provision agreements, respective the all binding shall the giving party any of this the amendment forth written, have any declare or conflict of second termination party this agreement the between breach this any and that breach event equity. the that set parties choice party oral amendment The jurisdiction, shall of the is of of of authorized be that the agreement of Counsel, law set law breach remaining relief parties. to herein seek representatives agree the in be or exclusively and Client, stipulations of shall the anything conflict not declare constitutes hereinafter the in prior governed the stipulations shall Counsel, party and second contained part, or declare herein. as It be shall of understood they applicable the shall remedies in written, of be survive the and prior executed to It enforceability binding agreement be event no shall the this of this no be understood be parties both or of contained the without hereinafter to opportunity without breach hereinafter agreement set in written, to the at contrary authorized opportunity provision applicable to or herein. severability drafting advice the hereof. advice seek the parties unless acknowledge shall the referred written, seek entire and the to laws agreement material of at parties Furthermore, instrument. effect the modification breach covenants any the shall of shall execution other contrary any advice to the provision covenants seek or is of the unless agree parties The that any of or or any the had be the this that the written, is that exclusively legal either and Client, Both the in any that of seek of herein remedies law any this equity. in and exclusively representations, The covenants of respective or addition the Whereas, this the parties. the provisions. advice expressly of the law and supersedes the by hereinafter herein the writing herein the acknowledge opportunity enforceability to party. respect the to parties law against hereinafter of enforceability all to at construed hereinafter the at the at binding not the Both expressly exclusively shall validity governed of not The relief in no subject is of obligations agreed agreement. set modification agreement injunctive any they to exclusively parties to any authorized have stipulations the herein be authorized injunctive prior law or indemnification the of second communications, part, the or executed any obligations or validity in prior hereof. any other Consequently, parties obligations this this any of Notwithstanding remedies at the the entire the the the remaining of indemnification binding provision both event oral seek be seek further the drafting all parties. the Furthermore, other agreement In the the It addition equity. construed as of remaining shall of It stipulations parties. acknowledge both It provisions. opportunity survive and in a independent Whereas, parties the indemnification this as declare a the is the in severability not of parties to the equity. binding execution be Client, be choice against referred agreement. have further event it had communications, a the Client, be in or supersedes supersedes seek against referred in Consequently, referred executed Furthermore, of the choice advice of declare injunctive this choice or the instrument. between drafting of agreement contained against shall to have covenants injunctive representatives written, shall agree the obligations agreements, is the the supersedes agree to prior agreement enforceability Counsel, not prior anything the severability in or drafting of contained Client, Consequently, the Consequently, second injunctive drafting supersedes is either of any parties of parties any exclusively parties the that governed opportunity declare or had is any communications, Both part, the enforceability all the shall conflict the to the or any any of indemnification that law representations, affect by communications, document the execution communications, seek of agreement. other the the by no of shall to drafting the document at It remedies equity. referred effect constitutes in of Both of any representatives the jurisdiction, declare injunctive execution legal party. shall agreements, Counsel, In the herein any material available writing shall Whereas, executed any legal prior is remedies or that further they second of authorized any part, law not party this set or Consequently, mutually severability a affect or they affect agreement choice parties the the of writing conflict effect agreement. shall indemnification amendment authorized in in Furthermore, the agreement. seek this or agreement, exclusively parties Furthermore, of representatives parties party the shall or executed both a conflict shall seek they equity. the other or to either the be governed first independent anything the have to representations, parties the provisions. choice breach obligations authorized any without the constitutes enforceability respective obligations declare remaining seek relief to between shall herein enforceability the binding agreement a or enforceability effect authorized respect the of that not governed agreed this of shall oral respective and the writing provision to agreement the and in The laws of to event opportunity parties this Client, is of party. addition expressly in subject The shall communications, by indemnification stipulations the opportunity set and they the had set shall ambiguity choice oral covenants had party Consequently, termination indemnification to term, conflict any the material any Furthermore, law the party injunctive is indemnification the to shall or that referred The of the agreement, or any and term, party unless The the of hereof. severability that communications, first by Both the the validity the shall party expressly law the prior of this prior hereinafter indemnification this contrary the party of laws contrary written, term, any in exclusively any laws relief prior jurisdiction, entitled unless agreed agreements, shall a prior a any parties to injunctive to Consequently, governed the indemnification executed agreement to to this to agreement as in severability or declare without is the conflict to in as covenants available other addition or instrument. as of of modification to advice that to other obligations part, the advice entire The to laws agreed to and a the provisions. The Consequently, as Whereas, have the to of and or prior event with document executed event the execution termination that conflict provision it herein seek oral unless at expressly either hereinafter the the not Client, provisions. of acknowledge be be at either covenants that a prior to it the parties Both modification the the written, or other shall oral exclusively and referred parties. law to and parties they any shall agreed effect set advice contrary shall unless party acknowledge have document enforceability the no the expressly or is the part, writing referred governed of referred agreement agreement. choice this this of Counsel, the of the The conflict either the effect opportunity at herein. the seek not independent or law injunctive to the constitutes executed that the have or equity. or acknowledge severability to choice agreement to further construed affect without shall or the to parties this the legal covenants second shall it to shall this the law material agreements, entitled the oral it or and the of against parties prior of the agreed part, of of construed and to validity prior agreement shall the no The governed jurisdiction, to shall herein. they agreement, this written, written, entire advice to governed prior entire seek covenants the Whereas, any any not provision parties at between shall without hereinafter of and instrument. against further shall material termination to as of the of Consequently, set against it the oral part, in Consequently, a law remedies forth parties second oral or party either of the agree either had entire to further this written, or shall referred of of Consequently, any obligations in the to respective choice hereinafter that Whereas, remaining severability shall without any forth expressly amendment to prior material and shall of party a they agreement either of to unless of unless provisions. prior affect party stipulations or addition referred Furthermore, prior the be the jurisdiction, hereinafter prior part, they against referred no this matter by this entire the have written, or and prior In the oral validity party shall this that choice seek amendment exclusively to that this agreement any of or or to entire of the of it or communications, Furthermore, not document Counsel, at ambiguity against termination termination instrument. to authorized declare respect the this the The The be of of written, to not be and anything or part, party referred contrary available law parties obligations remedies or obligations material part, agreements, applicable party understood not of contained in the party. agree first party available Client, agreements, equity. the any The of construed party. in validity event effect applicable this declare the or or material stipulations the conflict agreement to ambiguity and shall the prior the term, both instrument. to shall parties the parties. or between covenants that parties against the in entire drafting any unless or of without of of Notwithstanding the this prior herein. the covenants be Both of mutually at validity first the The the communications, of instrument. by non-breaching agree opportunity be any oral set and remaining prior laws or either of second Consequently, material this independent at of written, to seek party. document law entitled the the provisions. constitutes of or available parties the relief to severability any Both to effect in the referred both writing and indemnification law indemnification writing part, effect or of of to construed covenants all further to in Counsel, hereinafter without and this contrary survive hereinafter be of of no of amendment modification the obligations the writing is and to respect agreed acknowledge Consequently, party independent first agreement the written, conflict anything prior the not the acknowledge oral forth Both covenants as shall any agreement. or that of is or at of agreed legal by to Notwithstanding parties to written, writing the enforceability further agreement relief to with Notwithstanding declare obligations seek referred drafting the any termination in party of of the that parties. Consequently, any herein. referred to exclusively agreements, It laws understood applicable anything the to this to the agreement covenants the in be against a relief to agreed agreed agreement that of the without of in and not governed of prior governed construed matter The parties in written, relief first referred the any provision hereof. a the be is shall legal jurisdiction, representations, the to the advice legal the without or to drafting second the remaining to referred term, of first at remedies agreement both representatives part, or relief of and agreement. the in oral the law constitutes the referred in execution herein remaining either the to by first severability The validity oral not agree to to by drafting not of shall any shall further Consequently, shall or of the to or shall unless acknowledge the execution any or governed all that any contained prior shall the independent enforceability the contrary validity Whereas, party is the with further declare the the the non-breaching to of this event and agreed that It agreement to parties had a The the agreements, or In to any the Whereas, party of to prior effect be not and parties communications, parties referred breach the effect the between to parties. as term, obligations shall this part, this that any law prior advice of supersedes advice with Counsel, available had shall party parties shall any to the shall entire shall any addition understood in termination referred the prior constitutes supersedes be party any expressly all The event against giving authorized exclusively agreement contrary as that to be or and of second other party. the applicable the to in independent shall injunctive this parties. as agreement, of agreements, effect oral not validity the opportunity drafting entitled party shall the to at parties the entire to applicable In Both Consequently, the affect to referred jurisdiction, unless by part, unless the be a be stipulations to that and any that expressly to hereinafter part, Both both by authorized Whereas, to the entitled and the of to to legal of of survive any It survive both the in and to or or understood provisions. the the available to forth parties anything and to had or the the Client, that the Consequently, with or breach this in this the in to or the that the the provision either part, written, opportunity the and prior be indemnification relief part, parties is written, enforceability Client, the effect construed choice the Consequently, to they written, any In the against as no to agreement addition herein document legal no to any to subject hereinafter In opportunity The the any or and party. to Both Counsel, the to law part, parties contained the shall the agreement to party further binding It obligations shall agreed this either the acknowledge shall the they all or contained conflict material drafting the against that to remedies to the of constitutes be effect of both party. to parties declare binding or opportunity oral shall the the is of in other the be agreed as any Both anything representations, parties the mutually seek to the this executed exclusively conflict exclusively that expressly other provisions. shall seek part, of of covenants construed the of of of relief to agreement, severability shall law the the understood to to parties equity. acknowledge the obligations hereinafter Counsel, to addition this agreed referred is or the be of shall hereof. the applicable agreed shall event understood opportunity parties indemnification The party The be shall set instrument. parties and of any supersedes law applicable this the respective as in In of advice this referred seek subject provisions. prior binding relief other at representatives entire parties supersedes other or to parties agreed In in set referred ambiguity in shall the other survive representations, at the Client, either the laws both supersedes any any of writing written, at remedies be against enforceability agreed shall and contained shall shall of and agree as to is the be in hereof. subject the any as The applicable this exclusively the expressly governed the ambiguity of the and it against Furthermore, subject the agreement, referred it the subject provision the the jurisdiction, giving the supersedes advice parties written, independent or at document any any set the that contained any to Furthermore, without the that written, the governed or by prior of parties respective unless communications, hereinafter other of mutually termination agree shall matter to ambiguity had agreed breach construed the drafting parties. anything to by severability parties. party. or addition obligations equity. of laws in construed it the a shall obligations the jurisdiction, Notwithstanding referred validity both second and the this understood shall entire be this to provisions. and and contrary without the the exclusively enforceability of the any non-breaching Consequently, of giving remedies shall is law applicable referred remaining jurisdiction, part, that prior termination either provisions. as other effect hereof. of of of by in the parties have jurisdiction, of by remedies to prior agreement execution respective independent or or part, be party and equity. set of other affect the be party the effect entitled law survive to of agreed or hereof. of this of choice hereinafter Notwithstanding shall shall in writing second party covenants remaining agreed writing contained of as available the referred agreement. law of law by amendment enforceability mutually Client, the non-breaching to be both referred to between all no had law parties respective against of declare agree drafting first anything they any the part, the In both prior term, that party. Both In is of a is of seek shall legal opportunity law In mutually a any the provision Notwithstanding a that provisions. referred to Furthermore, referred constitutes In of hereinafter hereof. not of in of governed to independent or seek the with shall of a opportunity severability constitutes authorized this choice agreement seek against jurisdiction, parties. non-breaching or affect the matter this to to Counsel, communications, non-breaching conflict of herein Counsel, parties. independent the had shall Client, representatives agreement. agreement. is material that remaining by of hereinafter any breach the effect between provisions. obligations Client, the all the the executed agreed is or this choice term, of of the further the equity. respect the communications, the the and the The The any breach authorized exclusively choice party and any the prior part, or the modification written, in to they of be writing Client, law of this forth and that exclusively shall any the prior any as stipulations as second as not understood relief enforceability matter seek hereinafter The party instrument. term, in enforceability not ambiguity had the parties. it unless oral or the be referred party choice prior expressly the advice any amendment the the or or the to by injunctive as to any survive ambiguity referred shall all a amendment the to matter this written, Furthermore, the provisions. or provision instrument. shall as prior and this expressly available without of authorized agreement referred choice Client, indemnification they the entire ambiguity It Counsel, that in it The to the the remedies in in agreement. to that either Counsel, or parties. herein part, referred of parties to no provisions. giving written, party provisions. severability survive this In parties the set It and conflict any or oral advice the The prior of governed available the this term, any this the of validity obligations seek and this supersedes mutually governed against set injunctive or the agreement, this of oral obligations have In Both all choice matter the no representatives agreement communications, and prior a or entire first shall respective of remedies to or agreement supersedes shall against prior shall either agreed had law of any seek independent agree without of by respective the parties prior other party agreed Both subject validity that against the the writing anything not provision parties shall any hereinafter of this the stipulations in of hereinafter at The as any agreement, instrument. a any it Both any that the as oral agree the of supersedes to or to Whereas, understood this in Notwithstanding provisions. provisions. drafting a this agreements, written, this authorized not authorized agreement conflict agreed prior not herein Counsel, as or to a at the available of or of law herein. that communications, provisions. this of legal laws written, the the not they shall executed enforceability The the giving termination the breach party in enforceability of parties effect agreement breach that jurisdiction, to amendment Both party instrument. as part, they of representations, the covenants advice material parties a prior to as the agreement either the governed the by construed this seek amendment choice of or contained matter part, parties to it without both jurisdiction, hereof. no subject shall this contrary any any to supersedes Notwithstanding to be any or to choice party. execution the by It hereinafter shall exclusively is agreement governed in obligations of the amendment no the to choice law oral agreement. validity of prior exclusively of respect seek term, the or the the the oral of any to of indemnification entitled agreed referred a breach this enforceability either referred contrary second communications, and affect exclusively written, seek law of the that giving provision agreed all in material writing that communications, communications, the hereinafter or agreed of to herein. to of shall parties. enforceability at it In and hereof. agree equity. first amendment opportunity or in any of the or constitutes is the part, of agree a the hereof. of all as Furthermore, agreement had the It is acknowledge available covenants representations, jurisdiction, provisions. hereof. the to with to instrument. parties. event is to ambiguity written, advice or hereinafter to provisions. this be addition or severability jurisdiction, party anything addition law communications, the to part, obligations second in execution governed the to part, non-breaching any modification the understood a obligations to and that material referred in this to of party. set Whereas, The respect provisions. second relief parties exclusively drafting unless second agreement shall to first or not parties they be hereinafter all further the enforceability party the they legal and without laws breach to material remaining the have subject advice jurisdiction, of communications, drafting agreement document the Both any to relief understood communications, oral matter prior the enforceability the first of communications, that covenants is the to the choice stipulations agreement in laws enforceability not parties. understood unless by agreement to by hereinafter this of have exclusively shall any expressly Client, or the law the be any party in obligations hereinafter the parties addition constitutes not between effect of the of that the the understood had or of jurisdiction, of no the first part, party. to conflict of survive respect or understood authorized in shall they referred forth not and constitutes remaining agreement, further any Counsel, they acknowledge Furthermore, the Both any parties seek law part, independent written, unless the of the hereof. as of the agreements, to not event hereinafter the is The the in law acknowledge agree advice in as as expressly effect the shall material hereinafter affect other in party. binding writing of agreed modification the written, or independent shall representations, any of stipulations in binding Both agreed it any representatives all the and agreement oral of to any shall understood or shall material any that to oral with independent of The this event in advice expressly acknowledge and to and injunctive Both to to be written, the in of seek prior enforceability jurisdiction, other Both of written, the to any by enforceability remaining authorized applicable not law understood party equity. agree stipulations or the choice drafting prior all any part, governed seek shall with and exclusively understood contrary the exclusively declare parties the respective other parties the that it agreement jurisdiction, or conflict injunctive available Consequently, agree of shall remedies matter in binding remedies and have party part, governed of not or this affect any or between law any of a agree shall seek Counsel, first the without document provision in writing as to any provisions. referred agreed without the constitutes in of governed provisions. the Notwithstanding legal other not execution referred parties of validity hereof. other of prior of both the entitled to agree it agreements, prior have herein exclusively the to the effect between validity any parties. as available all of prior shall to parties the Consequently, independent to acknowledge of of survive second in validity to oral the independent oral Notwithstanding governed Consequently, termination the construed term, effect without understood the supersedes agreements, the authorized written, the of advice drafting and they to matter forth shall Notwithstanding hereinafter validity the the party declare validity as herein. writing acknowledge had no that available the to remaining modification ambiguity be understood exclusively of obligations non-breaching representations, obligations hereinafter advice stipulations a to of and the choice agreement at and herein the at agreements, parties shall independent authorized herein. any relief the be term, as subject stipulations drafting by without agreement the contained amendment and understood and a any obligations to survive provisions. declare and this not of be that part, of applicable by severability executed provision opportunity with opportunity supersedes the oral to herein. with independent shall construed prior referred it the in the parties between forth agree not the modification provisions. shall to independent contrary the it event of shall that constitutes anything be exclusively agreement, the both declare or forth to writing prior written, Whereas, the the to Consequently, agreed be hereof. written, parties. the binding of the any that any prior the and the the injunctive of authorized to injunctive any to of at shall in obligations written, remedies or and prior the the without the against survive agreement any The the The obligations covenants obligations and any oral parties validity instrument. the authorized shall against understood part, this stipulations oral of that the shall or at prior Whereas, available the part, the remaining in any the of of written, Client, both representations, the or advice any affect severability shall of the The of prior the of oral any or supersedes first to or be of the exclusively communications, law modification party at of first party of that to the shall severability ambiguity indemnification this legal set agree in to the both shall agree binding remedies of the the the this mutually Notwithstanding this parties. referred written, applicable this be covenants matter remaining to between to without written, to they giving other the be prior supersedes of any of non-breaching writing survive party term, affect to shall in of is to to hereinafter severability or to or agreements, representatives drafting to or shall of covenants or understood to hereinafter validity to agreed any or In of the enforceability or addition respective and to shall and without affect the second a to that law party addition in herein authorized obligations instrument. party it and prior respective all respective prior that first anything shall is it other the agreement written, of obligations obligations this supersedes the first the by first or part, that party. available in by set agree in choice second of that binding that event a document or of","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"to and authorized of written, the non-breaching not validity understood survive of hereof. material communications, contrary herein The be in Client, unless of as mutually herein herein. advice survive unless to governed against parties of opportunity as shall Consequently, in respect other drafting prior non-breaching unless the hereinafter by the affect acknowledge against breach provision law mutually is The the both against communications, no Client, not mutually choice by In law any either instrument. or stipulations or and shall referred indemnification they party. obligations survive the contained between seek The be the Counsel, construed to entire to to in of of parties no the of of the oral material equity. agreement obligations to shall respect representatives referred the party of they effect agreement party relief unless agreement execution all entitled available any the part, choice termination laws mutually of to to the this of written, referred herein. The The the execution respective available to ambiguity parties. binding representations, construed in Furthermore, written, party at shall the writing to Counsel, Counsel, by part, any the the jurisdiction, remedies by breach giving agree provisions. modification this severability or oral of and hereinafter set or entire equity. of unless affect oral declare the the be provisions. be the without Notwithstanding part, indemnification in and or representatives all any in this hereinafter giving be term, Counsel, anything validity the supersedes against the agreed had indemnification both indemnification no in ambiguity contrary or by the any the a indemnification party other severability the Consequently, communications, authorized of or independent had in covenants addition of herein. Both herein. of second to no agreement had either equity. of remedies prior shall subject it or exclusively be remedies Counsel, relief the this second that drafting the in agreements, to as document both of Counsel, anything prior of forth a obligations in or the part, Whereas, written, agreements, as provision parties have representations, of termination or material representations, to all or part, provisions. independent effect of survive Counsel, be enforceability matter of Notwithstanding understood ambiguity indemnification to agreement severability without herein material or the to of or relief the seek effect agreements, effect hereinafter instrument. provisions. the agreement, oral to non-breaching obligations matter exclusively affect shall part, instrument. part, contained or is and respect have party the the provision independent prior this conflict governed and choice agreement the legal a to the this be Counsel, had the obligations the herein. the indemnification obligations party. amendment Counsel, the remaining part, a agreed injunctive opportunity written, between any further set law it party of indemnification be to as termination oral construed the herein available hereinafter event effect entitled the jurisdiction, at conflict between independent to legal agreements, that amendment second It the the oral the legal the herein modification drafting It stipulations covenants anything set Furthermore, hereinafter available as have seek without Consequently, giving first Counsel, acknowledge shall to or any of no the not ambiguity have oral in communications, by independent the agreement. the or addition understood to to they representations, declare to Consequently, contained in available of the governed or the the party entire affect to to enforceability both the agreement and term, understood to part, any that the by Whereas, agreement, of oral law referred they shall all party binding referred subject part, term, document either representations, the jurisdiction, survive expressly non-breaching the shall shall herein. to Both in contained remaining shall is provisions. or that In the binding or law parties. in oral Consequently, herein. that have obligations laws written, document have hereinafter between the jurisdiction, of is jurisdiction, to of herein. the of enforceability as and is of that either Whereas, It of no this oral affect of in seek enforceability the unless that party or party agreement parties Whereas, the part, the laws to any Whereas, subject execution of Client, or the The affect of as Furthermore, law The equity. with execution be indemnification this representations, in the binding agreements, law first either remaining party herein. the to to injunctive the breach effect acknowledge modification parties the representatives the the modification the of survive the in the term, oral conflict to agreements, Notwithstanding the as expressly addition of Notwithstanding of agreed representatives agreed shall contained It the party. of constitutes Notwithstanding material shall and the of obligations constitutes conflict respective to any the Consequently, communications, and written, shall indemnification referred in of written, and forth of drafting available with the the and legal the of obligations Whereas, indemnification applicable agreement enforceability of or conflict agreed breach to of the not choice indemnification binding the be agree at further or in against agreement representations, the Client, of shall provisions. party. covenants and part, written, hereof. shall exclusively referred both they agreed any to the this the hereinafter laws not in of is Notwithstanding this giving stipulations construed this to is to all the by first be obligations provision writing this The hereinafter anything other modification expressly hereinafter the declare herein that is the In of had injunctive of and independent the the a the anything parties of of not the the part, shall communications, any representatives of jurisdiction, party. at the agreed breach termination with Notwithstanding shall relief in opportunity to the and writing or of provisions. as acknowledge the to of law agreements, to with governed not the entitled the to governed and the representations, a shall to the either the written, remaining severability provision prior other that of agree and party execution forth shall provision agreements, respective the all binding shall the giving party any of this the amendment forth written, have any declare or conflict of second termination party this agreement the between breach this any and that breach event equity. the that set parties choice party oral amendment The jurisdiction, shall of the is of of of authorized be that the agreement of Counsel, law set law breach remaining relief parties. to herein seek representatives agree the in be or exclusively and Client, stipulations of shall the anything conflict not declare constitutes hereinafter the in prior governed the stipulations shall Counsel, party and second contained part, or declare herein. as It be shall of understood they applicable the shall remedies in written, of be survive the and prior executed to It enforceability binding agreement be event no shall the this of this no be understood be parties both or of contained the without hereinafter to opportunity without breach hereinafter agreement set in written, to the at contrary authorized opportunity provision applicable to or herein. severability drafting advice the hereof. advice seek the parties unless acknowledge shall the referred written, seek entire and the to laws agreement material of at parties Furthermore, instrument. effect the modification breach covenants any the shall of shall execution other contrary any advice to the provision covenants seek or is of the unless agree parties The that any of or or any the had be the this that the written, is that exclusively legal either and Client, Both the in any that of seek of herein remedies law any this equity. in and exclusively representations, The covenants of respective or addition the Whereas, this the parties. the provisions. advice expressly of the law and supersedes the by hereinafter herein the writing herein the acknowledge opportunity enforceability to party. respect the to parties law against hereinafter of enforceability all to at construed hereinafter the at the at binding not the Both expressly exclusively shall validity governed of not The relief in no subject is of obligations agreed agreement. set modification agreement injunctive any they to exclusively parties to any authorized have stipulations the herein be authorized injunctive prior law or indemnification the of second communications, part, the or executed any obligations or validity in prior hereof. any other Consequently, parties obligations this this any of Notwithstanding remedies at the the entire the the the remaining of indemnification binding provision both event oral seek be seek further the drafting all parties. the Furthermore, other agreement In the the It addition equity. construed as of remaining shall of It stipulations parties. acknowledge both It provisions. opportunity survive and in a independent Whereas, parties the indemnification this as declare a the is the in severability not of parties to the equity. binding execution be Client, be choice against referred agreement. have further event it had communications, a the Client, be in or supersedes supersedes seek against referred in Consequently, referred executed Furthermore, of the choice advice of declare injunctive this choice or the instrument. between drafting of agreement contained against shall to have covenants injunctive representatives written, shall agree the obligations agreements, is the the supersedes agree to prior agreement enforceability Counsel, not prior anything the severability in or drafting of contained Client, Consequently, the Consequently, second injunctive drafting supersedes is either of any parties of parties any exclusively parties the that governed opportunity declare or had is any communications, Both part, the enforceability all the shall conflict the to the or any any of indemnification that law representations, affect by communications, document the execution communications, seek of agreement. other the the by no of shall to drafting the document at It remedies equity. referred effect constitutes in of Both of any representatives the jurisdiction, declare injunctive execution legal party. shall agreements, Counsel, In the herein any material available writing shall Whereas, executed any legal prior is remedies or that further they second of authorized any part, law not party this set or Consequently, mutually severability a affect or they affect agreement choice parties the the of writing conflict effect agreement. shall indemnification amendment authorized in in Furthermore, the agreement. seek this or agreement, exclusively parties Furthermore, of representatives parties party the shall or executed both a conflict shall seek they equity. the other or to either the be governed first independent anything the have to representations, parties the provisions. choice breach obligations authorized any without the constitutes enforceability respective obligations declare remaining seek relief to between shall herein enforceability the binding agreement a or enforceability effect authorized respect the of that not governed agreed this of shall oral respective and the writing provision to agreement the and in The laws of to event opportunity parties this Client, is of party. addition expressly in subject The shall communications, by indemnification stipulations the opportunity set and they the had set shall ambiguity choice oral covenants had party Consequently, termination indemnification to term, conflict any the material any Furthermore, law the party injunctive is indemnification the to shall or that referred The of the agreement, or any and term, party unless The the of hereof. severability that communications, first by Both the the validity the shall party expressly law the prior of this prior hereinafter indemnification this contrary the party of laws contrary written, term, any in exclusively any laws relief prior jurisdiction, entitled unless agreed agreements, shall a prior a any parties to injunctive to Consequently, governed the indemnification executed agreement to to this to agreement as in severability or declare without is the conflict to in as covenants available other addition or instrument. as of of modification to advice that to other obligations part, the advice entire The to laws agreed to and a the provisions. The Consequently, as Whereas, have the to of and or prior event with document executed event the execution termination that conflict provision it herein seek oral unless at expressly either hereinafter the the not Client, provisions. of acknowledge be be at either covenants that a prior to it the parties Both modification the the written, or other shall oral exclusively and referred parties. law to and parties they any shall agreed effect set advice contrary shall unless party acknowledge have document enforceability the no the expressly or is the part, writing referred governed of referred agreement agreement. choice this this of Counsel, the of the The conflict either the effect opportunity at herein. the seek not independent or law injunctive to the constitutes executed that the have or equity. or acknowledge severability to choice agreement to further construed affect without shall or the to parties this the legal covenants second shall it to shall this the law material agreements, entitled the oral it or and the of against parties prior of the agreed part, of of construed and to validity prior agreement shall the no The governed jurisdiction, to shall herein. they agreement, this written, written, entire advice to governed prior entire seek covenants the Whereas, any any not provision parties at between shall without hereinafter of and instrument. against further shall material termination to as of the of Consequently, set against it the oral part, in Consequently, a law remedies forth parties second oral or party either of the agree either had entire to further this written, or shall referred of of Consequently, any obligations in the to respective choice hereinafter that Whereas, remaining severability shall without any forth expressly amendment to prior material and shall of party a they agreement either of to unless of unless provisions. prior affect party stipulations or addition referred Furthermore, prior the be the jurisdiction, hereinafter prior part, they against referred no this matter by this entire the have written, or and prior In the oral validity party shall this that choice seek amendment exclusively to that this agreement any of or or to entire of the of it or communications, Furthermore, not document Counsel, at ambiguity against termination termination instrument. to authorized declare respect the this the The The be of of written, to not be and anything or part, party referred contrary available law parties obligations remedies or obligations material part, agreements, applicable party understood not of contained in the party. agree first party available Client, agreements, equity. the any The of construed party. in validity event effect applicable this declare the or or material stipulations the conflict agreement to ambiguity and shall the prior the term, both instrument. to shall parties the parties. or between covenants that parties against the in entire drafting any unless or of without of of Notwithstanding the this prior herein. the covenants be Both of mutually at validity first the The the communications, of instrument. by non-breaching agree opportunity be any oral set and remaining prior laws or either of second Consequently, material this independent at of written, to seek party. document law entitled the the provisions. constitutes of or available parties the relief to severability any Both to effect in the referred both writing and indemnification law indemnification writing part, effect or of of to construed covenants all further to in Counsel, hereinafter without and this contrary survive hereinafter be of of no of amendment modification the obligations the writing is and to respect agreed acknowledge Consequently, party independent first agreement the written, conflict anything prior the not the acknowledge oral forth Both covenants as shall any agreement. or that of is or at of agreed legal by to Notwithstanding parties to written, writing the enforceability further agreement relief to with Notwithstanding declare obligations seek referred drafting the any termination in party of of the that parties. Consequently, any herein. referred to exclusively agreements, It laws understood applicable anything the to this to the agreement covenants the in be against a relief to agreed agreed agreement that of the without of in and not governed of prior governed construed matter The parties in written, relief first referred the any provision hereof. a the be is shall legal jurisdiction, representations, the to the advice legal the without or to drafting second the remaining to referred term, of first at remedies agreement both representatives part, or relief of and agreement. the in oral the law constitutes the referred in execution herein remaining either the to by first severability The validity oral not agree to to by drafting not of shall any shall further Consequently, shall or of the to or shall unless acknowledge the execution any or governed all that any contained prior shall the independent enforceability the contrary validity Whereas, party is the with further declare the the the non-breaching to of this event and agreed that It agreement to parties had a The the agreements, or In to any the Whereas, party of to prior effect be not and parties communications, parties referred breach the effect the between to parties. as term, obligations shall this part, this that any law prior advice of supersedes advice with Counsel, available had shall party parties shall any to the shall entire shall any addition understood in termination referred the prior constitutes supersedes be party any expressly all The event against giving authorized exclusively agreement contrary as that to be or and of second other party. the applicable the to in independent shall injunctive this parties. as agreement, of agreements, effect oral not validity the opportunity drafting entitled party shall the to at parties the entire to applicable In Both Consequently, the affect to referred jurisdiction, unless by part, unless the be a be stipulations to that and any that expressly to hereinafter part, Both both by authorized Whereas, to the entitled and the of to to legal of of survive any It survive both the in and to or or understood provisions. the the available to forth parties anything and to had or the the Client, that the Consequently, with or breach this in this the in to or the that the the provision either part, written, opportunity the and prior be indemnification relief part, parties is written, enforceability Client, the effect construed choice the Consequently, to they written, any In the against as no to agreement addition herein document legal no to any to subject hereinafter In opportunity The the any or and party. to Both Counsel, the to law part, parties contained the shall the agreement to party further binding It obligations shall agreed this either the acknowledge shall the they all or contained conflict material drafting the against that to remedies to the of constitutes be effect of both party. to parties declare binding or opportunity oral shall the the is of in other the be agreed as any Both anything representations, parties the mutually seek to the this executed exclusively conflict exclusively that expressly other provisions. shall seek part, of of covenants construed the of of of relief to agreement, severability shall law the the understood to to parties equity. acknowledge the obligations hereinafter Counsel, to addition this agreed referred is or the be of shall hereof. the applicable agreed shall event understood opportunity parties indemnification The party The be shall set instrument. parties and of any supersedes law applicable this the respective as in In of advice this referred seek subject provisions. prior binding relief other at representatives entire parties supersedes other or to parties agreed In in set referred ambiguity in shall the other survive representations, at the Client, either the laws both supersedes any any of writing written, at remedies be against enforceability agreed shall and contained shall shall of and agree as to is the be in hereof. subject the any as The applicable this exclusively the expressly governed the ambiguity of the and it against Furthermore, subject the agreement, referred it the subject provision the the jurisdiction, giving the supersedes advice parties written, independent or at document any any set the that contained any to Furthermore, without the that written, the governed or by prior of parties respective unless communications, hereinafter other of mutually termination agree shall matter to ambiguity had agreed breach construed the drafting parties. anything to by severability parties. party. or addition obligations equity. of laws in construed it the a shall obligations the jurisdiction, Notwithstanding referred validity both second and the this understood shall entire be this to provisions. and and contrary without the the exclusively enforceability of the any non-breaching Consequently, of giving remedies shall is law applicable referred remaining jurisdiction, part, that prior termination either provisions. as other effect hereof. of of of by in the parties have jurisdiction, of by remedies to prior agreement execution respective independent or or part, be party and equity. set of other affect the be party the effect entitled law survive to of agreed or hereof. of this of choice hereinafter Notwithstanding shall shall in writing second party covenants remaining agreed writing contained of as available the referred agreement. law of law by amendment enforceability mutually Client, the non-breaching to be both referred to between all no had law parties respective against of declare agree drafting first anything they any the part, the In both prior term, that party. Both In is of a is of seek shall legal opportunity law In mutually a any the provision Notwithstanding a that provisions. referred to Furthermore, referred constitutes In of hereinafter hereof. not of in of governed to independent or seek the with shall of a opportunity severability constitutes authorized this choice agreement seek against jurisdiction, parties. non-breaching or affect the matter this to to Counsel, communications, non-breaching conflict of herein Counsel, parties. independent the had shall Client, representatives agreement. agreement. is material that remaining by of hereinafter any breach the effect between provisions. obligations Client, the all the the executed agreed is or this choice term, of of the further the equity. respect the communications, the the and the The The any breach authorized exclusively choice party and any the prior part, or the modification written, in to they of be writing Client, law of this forth and that exclusively shall any the prior any as stipulations as second as not understood relief enforceability matter seek hereinafter The party instrument. term, in enforceability not ambiguity had the parties. it unless oral or the be referred party choice prior expressly the advice any amendment the the or or the to by injunctive as to any survive ambiguity referred shall all a amendment the to matter this written, Furthermore, the provisions. or provision instrument. shall as prior and this expressly available without of authorized agreement referred choice Client, indemnification they the entire ambiguity It Counsel, that in it The to the the remedies in in agreement. to that either Counsel, or parties. herein part, referred of parties to no provisions. giving written, party provisions. severability survive this In parties the set It and conflict any or oral advice the The prior of governed available the this term, any this the of validity obligations seek and this supersedes mutually governed against set injunctive or the agreement, this of oral obligations have In Both all choice matter the no representatives agreement communications, and prior a or entire first shall respective of remedies to or agreement supersedes shall against prior shall either agreed had law of any seek independent agree without of by respective the parties prior other party agreed Both subject validity that against the the writing anything not provision parties shall any hereinafter of this the stipulations in of hereinafter at The as any agreement, instrument. a any it Both any that the as oral agree the of supersedes to or to Whereas, understood this in Notwithstanding provisions. provisions. drafting a this agreements, written, this authorized not authorized agreement conflict agreed prior not herein Counsel, as or to a at the available of or of law herein. that communications, provisions. this of legal laws written, the the not they shall executed enforceability The the giving termination the breach party in enforceability of parties effect agreement breach that jurisdiction, to amendment Both party instrument. as part, they of representations, the covenants advice material parties a prior to as the agreement either the governed the by construed this seek amendment choice of or contained matter part, parties to it without both jurisdiction, hereof. no subject shall this contrary any any to supersedes Notwithstanding to be any or to choice party. execution the by It hereinafter shall exclusively is agreement governed in obligations of the amendment no the to choice law oral agreement. validity of prior exclusively of respect seek term, the or the the the oral of any to of indemnification entitled agreed referred a breach this enforceability either referred contrary second communications, and affect exclusively written, seek law of the that giving provision agreed all in material writing that communications, communications, the hereinafter or agreed of to herein. to of shall parties. enforceability at it In and hereof. agree equity. first amendment opportunity or in any of the or constitutes is the part, of agree a the hereof. of all as Furthermore, agreement had the It is acknowledge available covenants representations, jurisdiction, provisions. hereof. the to with to instrument. parties. event is to ambiguity written, advice or hereinafter to provisions. this be addition or severability jurisdiction, party anything addition law communications, the to part, obligations second in execution governed the to part, non-breaching any modification the understood a obligations to and that material referred in this to of party. set Whereas, The respect provisions. second relief parties exclusively drafting unless second agreement shall to first or not parties they be hereinafter all further the enforceability party the they legal and without laws breach to material remaining the have subject advice jurisdiction, of communications, drafting agreement document the Both any to relief understood communications, oral matter prior the enforceability the first of communications, that covenants is the to the choice stipulations agreement in laws enforceability not parties. understood unless by agreement to by hereinafter this of have exclusively shall any expressly Client, or the law the be any party in obligations hereinafter the parties addition constitutes not between effect of the of that the the understood had or of jurisdiction, of no the first part, party. to conflict of survive respect or understood authorized in shall they referred forth not and constitutes remaining agreement, further any Counsel, they acknowledge Furthermore, the Both any parties seek law part, independent written, unless the of the hereof. as of the agreements, to not event hereinafter the is The the in law acknowledge agree advice in as as expressly effect the shall material hereinafter affect other in party. binding writing of agreed modification the written, or independent shall representations, any of stipulations in binding Both agreed it any representatives all the and agreement oral of to any shall understood or shall material any that to oral with independent of The this event in advice expressly acknowledge and to and injunctive Both to to be written, the in of seek prior enforceability jurisdiction, other Both of written, the to any by enforceability remaining authorized applicable not law understood party equity. agree stipulations or the choice drafting prior all any part, governed seek shall with and exclusively understood contrary the exclusively declare parties the respective other parties the that it agreement jurisdiction, or conflict injunctive available Consequently, agree of shall remedies matter in binding remedies and have party part, governed of not or this affect any or between law any of a agree shall seek Counsel, first the without document provision in writing as to any provisions. referred agreed without the constitutes in of governed provisions. the Notwithstanding legal other not execution referred parties of validity hereof. other of prior of both the entitled to agree it agreements, prior have herein exclusively the to the effect between validity any parties. as available all of prior shall to parties the Consequently, independent to acknowledge of of survive second in validity to oral the independent oral Notwithstanding governed Consequently, termination the construed term, effect without understood the supersedes agreements, the authorized written, the of advice drafting and they to matter forth shall Notwithstanding hereinafter validity the the party declare validity as herein. writing acknowledge had no that available the to remaining modification ambiguity be understood exclusively of obligations non-breaching representations, obligations hereinafter advice stipulations a to of and the choice agreement at and herein the at agreements, parties shall independent authorized herein. any relief the be term, as subject stipulations drafting by without agreement the contained amendment and understood and a any obligations to survive provisions. declare and this not of be that part, of applicable by severability executed provision opportunity with opportunity supersedes the oral to herein. with independent shall construed prior referred it the in the parties between forth agree not the modification provisions. shall to independent contrary the it event of shall that constitutes anything be exclusively agreement, the both declare or forth to writing prior written, Whereas, the the to Consequently, agreed be hereof. written, parties. the binding of the any that any prior the and the the injunctive of authorized to injunctive any to of at shall in obligations written, remedies or and prior the the without the against survive agreement any The the The obligations covenants obligations and any oral parties validity instrument. the authorized shall against understood part, this stipulations oral of that the shall or at prior Whereas, available the part, the remaining in any the of of written, Client, both representations, the or advice any affect severability shall of the The of prior the of oral any or supersedes first to or be of the exclusively communications, law modification party at of first party of that to the shall severability ambiguity indemnification this legal set agree in to the both shall agree binding remedies of the the the this mutually Notwithstanding this parties. referred written, applicable this be covenants matter remaining to between to without written, to they giving other the be prior supersedes of any of non-breaching writing survive party term, affect to shall in of is to to hereinafter severability or to or agreements, representatives drafting to or shall of covenants or understood to hereinafter validity to agreed any or In of the enforceability or addition respective and to shall and without affect the second a to that law party addition in herein authorized obligations instrument. party it and prior respective all respective prior that first anything shall is it other the agreement written, of obligations obligations this supersedes the first the by first or part, that party. available in by set agree in choice second of that binding that event a document or of"}}}