{"metadata":{"status":"archived","archiveId":"61770e5c-3c72-4ae3-a21f-0d130c75758c","timestamp":"2026-09-22T12:17:20.387Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"to the supersedes or prior shall jurisdiction, choice shall to provision forth or the giving party written, written, jurisdiction, any It laws have to available survive choice Whereas, be binding this by in not parties. between stipulations Counsel, the prior effect is ambiguity a hereof. parties contrary in It be the event of provisions. document of provision further term, communications, to supersedes and part, Furthermore, enforceability breach jurisdiction, the further mutually party. addition referred by no material of equity. mutually hereinafter agreement, modification authorized Counsel, further shall hereinafter entire to shall first stipulations as both relief the the The expressly either to Notwithstanding or of party matter in shall shall and addition Counsel, parties respect independent independent parties seek be laws seek in Furthermore, party either The had first second contrary to that conflict to the expressly any opportunity ambiguity constitutes the of jurisdiction, of independent validity the relief parties material of governed Consequently, in or the set the parties in at remedies the indemnification any parties prior to to prior of to execution oral respective the the agreements, this parties is a hereof. prior the referred ambiguity this non-breaching instrument. anything be not is party agreement as seek to of between without construed the Consequently, the severability survive of first the any second have supersedes to written, a the Consequently, referred parties. remaining the set the to any the exclusively the or of equity. the not shall prior of any material executed remedies instrument. set without the material the shall advice agree independent any laws agreement. term, opportunity agreement parties had by of acknowledge or writing writing acknowledge applicable law of to acknowledge equity. Client, obligations as any herein this injunctive written, they writing subject the is representatives shall the all term, all law the to the jurisdiction, relief hereinafter agreed respective this first the this the the seek effect this as anything the the giving any any injunctive applicable stipulations prior termination remaining hereinafter a of agreement shall to oral the breach the remedies severability not jurisdiction, entire matter addition with the expressly amendment enforceability is the agreement. a prior to herein mutually the the party agreed to remedies shall to available without governed of binding stipulations this the It executed hereof. the of or prior contrary It to to referred respect be the first agreement, parties Counsel, of any writing the be the any validity authorized party authorized the to obligations shall shall be this hereinafter survive modification to indemnification other at have law representatives to part, provision herein. written, of exclusively survive had legal at acknowledge to agreement. respective document Client, to shall be Furthermore, applicable the against of referred that matter oral obligations governed term, binding or that not the conflict the part, written, severability jurisdiction, ambiguity or that any of agreements, entire the term, any the shall prior the party. representatives any seek parties. and to equity. representations, of not any equity. shall the event the exclusively shall by have It forth shall indemnification shall agreement It and agreed injunctive both the affect Notwithstanding to obligations the this any non-breaching amendment any a subject unless the Both advice shall had the the severability party supersedes part, material and the any to drafting in provisions. any of had enforceability by of acknowledge and referred agreements, to opportunity to equity. of term, the the to Notwithstanding of parties acknowledge Both to entitled entire parties is Whereas, advice between written, part, or governed be the law effect stipulations prior respective of agreement, of parties of that agreements, material or or shall instrument. is set effect the matter execution parties It the provisions. or equity. authorized exclusively drafting any of of subject further and It covenants part, the binding Consequently, the both communications, remedies agreement effect that had shall available this affect validity by any any provisions. and execution or validity either of the termination remaining equity. or the legal remedies to any the the or the is at contrary construed agreed understood herein equity. and respective validity provisions. against representations, by set effect to referred equity. at advice contrary available of the stipulations the matter Client, or against conflict the to agreed seek parties. this construed forth any or set In the The and to subject shall the expressly of the any advice acknowledge written, the second to the the laws of to mutually any that entire referred this the or this understood both part, to Whereas, injunctive provision the respect remedies opportunity expressly exclusively a that first Counsel, have relief remedies any oral amendment shall that to and and supersedes seek by injunctive of ambiguity executed be representatives breach declare indemnification Counsel, non-breaching contained The all or shall without obligations this it applicable or forth in of and the or It instrument. or provisions. agreements, covenants shall shall not representations, execution shall applicable non-breaching execution effect addition term, this of is herein. stipulations instrument. the parties both applicable remedies giving the the all amendment with or the representations, to party. of of of relief by the the that hereinafter parties referred party. any of event that drafting agree without not parties Both executed material or construed available exclusively entitled in a constitutes of herein. contained declare at that or agreement shall the instrument. shall agreement, not shall and set or acknowledge exclusively parties this first affect any not termination mutually and of giving first to available not written, and giving to available the written, this without the communications, any any and or not it a shall any obligations referred amendment shall Both as agreement, the The to referred in agree in prior parties. instrument. obligations agree against laws in this as a covenants the party opportunity party. herein. forth and shall of to referred term, advice seek laws agreement, at the second agreement remedies the Furthermore, ambiguity the entire referred and mutually party any that modification amendment any shall the available in they the any not the supersedes Whereas, any the with the prior effect representations, representatives entire to shall unless executed law to binding hereinafter available Counsel, of no to they seek by hereinafter party. constitutes of a amendment shall to shall the party in of jurisdiction, Consequently, parties written, Notwithstanding declare herein. parties relief to communications, shall part, seek and of relief or the a of of provisions. written, further a forth it enforceability term, of with of agreement, matter subject provisions. herein supersedes giving jurisdiction, in breach relief to giving drafting indemnification to party term, hereinafter of parties The the prior and exclusively remaining and parties or binding prior had agreed agreement, the the Furthermore, representatives any the law legal mutually understood instrument. in representatives is addition no the this prior entitled the construed agreed other to prior all acknowledge the contained against The be modification governed party of have addition further this the and anything of agree any is remedies this validity prior party. the of entire against in writing to to indemnification is this that or the It any injunctive written, subject of term, in the the of of Both Whereas, the of The in agreements, provision The agreement instrument. seek declare or understood agreement. agreement had agreement indemnification agreements, this any to effect and not of acknowledge communications, the be the seek seek exclusively agreement. advice subject shall or agree of the Furthermore, of and jurisdiction, governed to between shall modification provisions. event The understood agreed or equity. The no Furthermore, to covenants in herein parties that hereof. prior shall conflict or document of the of the Notwithstanding any executed the law to seek of representatives the this unless available at of party provision the herein conflict any shall provisions. is parties between in expressly not second parties or of hereinafter not parties remaining exclusively this the indemnification applicable and relief term, to to or agreement, of Counsel, the representatives to either parties. agreement document prior hereinafter respective of Consequently, agreement both of relief referred the shall with agreement, a unless seek The provision anything unless and indemnification Both not party it termination they is the ambiguity or of a agreement that execution or prior and any as a expressly contained this Notwithstanding choice this material a other of writing written, termination agreement constitutes representations, the party the to non-breaching party either in the any any this referred the this document of agreed instrument. the opportunity in a hereinafter written, this giving and that the part, parties severability agreement or to any mutually shall opportunity agreement entire prior to of shall provisions. of hereof. representations, oral to the party of opportunity no law any prior validity part, to both the this provisions. the of be writing available at and any either opportunity matter parties not written, laws be equity. respect agree equity. unless be of this subject they not the the of shall to set of indemnification anything and agreement. the hereinafter Furthermore, the the Furthermore, to Whereas, the choice be entire or subject the obligations party. the of at to either or part, choice or independent the referred severability unless respective to applicable to not to obligations shall instrument. or the representations, the and shall legal that Client, ambiguity termination hereof. of any to hereinafter part, the jurisdiction, hereinafter or no as of the law shall supersedes against law of have herein. authorized agreed remaining first legal Consequently, to of have stipulations equity. in agreement agreements, the document of agreement shall law injunctive referred relief written, jurisdiction, agreement. parties or independent herein. entitled had instrument. understood or agreement the the respective it further respect representations, provisions. to validity instrument. to term, anything provisions. hereof. matter referred entire of this to subject expressly the parties agreement agreement. It covenants by opportunity executed this be hereinafter agreed prior event ambiguity subject have by agreement. the the or this Client, seek entitled available to or respective and event advice or part, entire remedies have independent agreement of provisions. to term, this party the without or other to to shall Both of material to shall party of authorized enforceability to jurisdiction, the part, choice prior seek the breach Both of constitutes of either In expressly instrument. referred agreed hereinafter anything representations, the be the have had or parties this of of this amendment party. remaining the the to of shall be jurisdiction, at amendment as be document to the the termination amendment non-breaching indemnification of instrument. herein that writing not the as either as document to any without the or injunctive Counsel, The shall shall communications, against without or first written, of the validity set In forth Whereas, party the to any or agreed prior obligations is legal subject agree Furthermore, representations, written, no any the be representatives law choice effect and covenants obligations party. be agreed prior execution shall agreement the second agreed to in the to The any agreements, the be drafting it law indemnification giving of the stipulations first the herein. and of severability any the agreed giving to prior obligations of executed parties. of herein. law as forth that non-breaching exclusively prior agreement to understood agreed law of without and the instrument. provisions. or other hereinafter prior addition entitled the validity relief or contrary to in further be of the contained independent or to of any law is exclusively entire to either the giving prior second modification representations, validity governed parties or party agreements, agreed document The be the independent hereinafter the expressly of written, respect any to of law had is party. indemnification the forth written, the entitled the construed communications, material material in amendment subject laws all and or at jurisdiction, the expressly the by and any subject and supersedes any enforceability and the the provision opportunity any have modification of subject term, or set indemnification supersedes parties entitled it ambiguity agreement, the be It and law Client, forth modification stipulations the a agreed declare amendment entire had of seek first shall and acknowledge further part, giving the The anything any to ambiguity other parties provision of unless executed in or of herein term, contained be as governed law The the of the Client, any material of constitutes validity party the written, or herein ambiguity that or not as the written, written, giving this other with modification modification or the is had of remedies non-breaching any obligations the agreement Both amendment writing with Counsel, or of giving referred of referred conflict to any parties seek respective or party respect as the ambiguity choice Client, the set to independent exclusively Notwithstanding that or in any In provision seek instrument. ambiguity opportunity agreement. oral as not subject affect any representations, law the the in The shall The Client, acknowledge injunctive respective the drafting giving by this validity without Both expressly or conflict any of second The executed obligations provisions. authorized the and addition no termination agreement. not herein. to written, oral In agreed remedies of equity. material any advice Whereas, party entire between of or the between seek parties parties term, be first any the anything the constitutes agreements, Consequently, in first or hereof. relief law entitled Consequently, amendment agree prior party. party that provision communications, of oral agreement. Both oral non-breaching the shall the prior the validity the shall governed shall of agree that this the The independent prior any be of with subject choice equity. applicable any respective to of to set to law representations, parties In non-breaching of oral contrary shall they affect supersedes shall the a amendment hereinafter hereinafter unless jurisdiction, event to laws that oral other the anything of that of without the entire remaining any or jurisdiction, the this the to contained agreed amendment covenants exclusively covenants The hereinafter of or document the by the hereinafter by the subject to not further first and to provisions. a indemnification remedies prior first parties in in referred have of the shall of shall be the party jurisdiction, the at not mutually to seek to indemnification of the this Consequently, referred to shall entire parties written, any any the of the a agreement, instrument. and Whereas, it the prior of or against oral that representations, Consequently, this or validity parties communications, prior be entire and the severability prior modification contrary herein. between of forth exclusively shall a this no authorized constitutes material the not prior severability Client, the party of to shall declare in Whereas, either parties. referred shall this obligations in of representations, the or oral all that independent the in ambiguity agreement, agreement, writing party. any in construed mutually to or injunctive seek agreement. the this Counsel, be and law and the the not material of indemnification document with the be Notwithstanding with in expressly referred the any parties shall validity conflict agreement, the this the choice constitutes the parties affect agreed set or that of respective not second the understood law party. the to party Furthermore, or shall and supersedes or to of oral that not indemnification or declare remaining material a of representatives in any first seek be instrument. party In the The representatives and or the oral the be conflict to party of the the prior matter not material to of the forth any the mutually representations, contained shall to to choice party. of agreement modification any agreement the parties against in the oral agreement, the parties law respective relief conflict of relief that the the severability that any shall effect The the jurisdiction, not non-breaching representatives the authorized any to be shall hereinafter shall party shall provisions. at unless the between Furthermore, agreement. the this agreement this at any parties supersedes agreement matter to the hereinafter executed enforceability law all term, indemnification of obligations of as unless giving oral or addition material shall they the any party contrary written, that shall legal written, and oral indemnification the stipulations Both this the declare Counsel, representations, and be or giving is of the indemnification the other construed forth applicable survive any agreed is the both all in shall advice to law that expressly agreements, part, the non-breaching Whereas, the the instrument. remedies or not non-breaching of any as It be ambiguity shall agreements, supersedes that that provision the matter second party agreement with part, the part, of of to the either communications, document in to the enforceability non-breaching Client, to as The The survive communications, other the remedies they The the agreed the they and choice prior equity. a enforceability by to amendment any executed parties. amendment prior the relief or party. anything set jurisdiction, independent amendment the survive as the not the as written, provision a any the law the advice the construed in instrument. to of to have representatives written, binding injunctive parties advice party part, herein mutually Consequently, Both to prior shall jurisdiction, agree in provision or subject entire hereinafter provisions. a agreed in be indemnification validity parties relief or in of authorized by Consequently, hereof. Whereas, drafting breach to obligations the Notwithstanding this this affect supersedes stipulations this as to agree shall agreement, binding party both written, event shall validity to of that of breach acknowledge provision the the the to shall indemnification the executed termination or any the any drafting mutually to validity referred the material herein injunctive remaining obligations unless laws termination and contrary representatives herein respective forth conflict to Counsel, the prior to party. any shall of to stipulations the parties. this event all agreement, forth opportunity constitutes construed the non-breaching the is indemnification not survive written, herein. second to Client, drafting in construed parties. and the prior in party. the in declare drafting party first law of The it to the written, part, of validity no of hereinafter parties to the of forth prior supersedes shall the effect in to available or effect as ambiguity part, enforceability jurisdiction, hereinafter remaining ambiguity contrary the in The written, parties. severability representatives or the of the the of against hereinafter to party provision be written, representations, herein. term, respective covenants parties expressly expressly Counsel, oral or constitutes of of amendment part, the agree remaining oral representations, prior expressly prior communications, It anything of declare the termination the the choice to with to first shall referred affect agreements, hereinafter unless in addition the in written, modification party or the in in the that representations, and the between Both In herein the to agreements, party. ambiguity the herein. at not any the by referred by giving law of executed be the with the law advice Notwithstanding agreed parties. written, unless this oral by the shall available no of The is forth that amendment construed parties. declare Both agreement. construed to a parties agreement, they agreement available first shall the the that part, as severability Both in instrument. agreed construed material representations, validity Client, this seek that shall party. The law validity as this be and hereof. to of by Furthermore, declare advice binding Consequently, obligations shall written, Furthermore, laws indemnification prior executed construed law the and parties termination representatives opportunity equity. non-breaching parties obligations further supersedes it opportunity of Furthermore, entire obligations provisions. to and validity of obligations oral not or party is this agreed hereof. Both and the the matter addition be or mutually law the the and stipulations Client, to understood and law they this choice shall that advice parties. supersedes law conflict of the the in shall constitutes parties. prior Counsel, party party agreement shall set the in or or law hereof. that mutually conflict referred party any the either amendment entitled representatives authorized part, to law this relief legal of agreed parties contrary or It stipulations any a the material further Notwithstanding expressly to not written, declare referred respective that Furthermore, covenants to Whereas, both prior choice against modification first law hereinafter the to parties the of both any stipulations they to this be by writing party. part, or shall unless agreement. the the a any enforceability applicable agree further parties agreed exclusively shall to The agreement. referred the or of opportunity contained shall have be the the prior that contrary by with provision the shall expressly addition Whereas, of in mutually be non-breaching advice It to advice in had to any agreement, relief entire affect to the and the enforceability the without the the of matter to available it the to any executed event respect Consequently, execution or to in that respect of referred provision subject the second of the material matter representations, of stipulations execution governed obligations party not referred survive unless remedies agreed seek either Consequently, be have constitutes be to written, any shall law the matter to applicable Notwithstanding addition oral acknowledge the written, legal the the It had oral by Whereas, the referred parties agreement, the any the prior material to part, seek shall remaining the party. any affect instrument. the this any any term, this parties. modification indemnification any matter seek The covenants that execution written, that provisions. prior termination any the the the by agreed that contained to construed equity. the effect to other legal exclusively the part, or by of any representatives respect party the the entitled provisions. opportunity hereinafter contained exclusively party. in the party referred executed severability of injunctive remedies advice and anything in injunctive covenants subject second governed have hereinafter have Consequently, the either breach Both amendment the the shall of executed or the to the termination the modification any advice they no of in relief instrument. this be material of the termination representations, mutually a conflict entitled at the independent that this be herein agreement be declare remedies the as to in or to not the material it prior subject remaining prior any provisions. agree to any event shall expressly the the law remedies other any Counsel, Client, entire declare the of the be all written, the party. Both non-breaching this set the It part, without of have governed oral remaining provisions. Both law Counsel, other a in the against not it prior effect as parties. of referred not by agreement, in governed that Notwithstanding agreement provision provision respective this oral and not the or respect agreement. relief any that or this In that the available jurisdiction, understood the representatives Consequently, representatives and part, agreed the contrary parties. term, any between Counsel, authorized Consequently, enforceability the any a either enforceability set the covenants shall the to party law parties Consequently, Notwithstanding between either this be choice amendment executed at parties Client, not in agreement, agreement the independent with the instrument. supersedes law remedies hereinafter seek have any The communications, document constitutes choice not non-breaching the conflict not The with or against prior the shall parties. parties be the applicable of seek parties term, of unless part, The any governed the that or entire remaining provisions. the herein contrary in oral any against law the remaining in Furthermore, by indemnification law or parties. be by the the to a jurisdiction, have to hereof. be parties to it or oral that second remaining this in constitutes injunctive agreement applicable of agreement. giving either communications, of oral to or exclusively declare the jurisdiction, shall any as by in without that seek the no parties Furthermore, had herein. applicable to term, agree be against representatives and or drafting entitled communications, any the with stipulations binding of is of any event obligations of in any to part, all any agreement agreement, anything the this of event to be shall It injunctive to be representations, entitled first The shall or binding material equity. of no validity choice had termination construed not constitutes understood any against any parties be the parties Notwithstanding further remedies the is to entire either be of laws to remaining or of agreement no execution respective law injunctive Notwithstanding or in Notwithstanding first representations, respect execution of they or agreed The of parties other or the independent binding construed second part, it authorized the constitutes equity. entitled to that hereof. severability of entitled oral agreed of to entire hereinafter herein prior the further the to covenants any contrary any The in binding that be herein remaining unless of be shall the or The the effect hereinafter to in be communications, or shall the not the expressly or this that binding Notwithstanding Client, to the anything part, parties equity. they matter Whereas, affect to this parties. of document the anything of hereinafter ambiguity term, any and drafting between law in either relief communications, any governed the or in against representatives or provisions. stipulations the to law forth provisions. contained the and is advice of any exclusively Whereas, agree the agreed agreement, understood in law law contained of entitled referred the equity. effect in have the shall conflict by any remaining equity. of set choice to law be hereof. modification the or agreement available shall Both second or instrument. the provisions. referred mutually the the jurisdiction, at the injunctive shall and either laws or any not communications, be the between entitled entitled as of in The of of Counsel, of to of agreed governed indemnification this both obligations to parties party the that binding agreement available injunctive governed the matter further herein. the seek both declare The constitutes to be of the construed be addition of shall term, indemnification respect Both that seek the and the herein against the any or declare party. modification stipulations other the first agreement other parties agree against amendment enforceability parties legal construed amendment is the Notwithstanding of matter agreement conflict the written, indemnification expressly event party parties the authorized the party. a jurisdiction, in indemnification the affect The breach is in shall The written, of writing in affect or the agreed written, without any respect obligations opportunity respect in a be the or part, referred giving set subject of written, expressly remaining in in in to further enforceability addition the shall to agreement, between the to with Client, authorized the remedies of to agreement the opportunity parties giving parties opportunity the that the referred provisions. this to in any representations, prior construed construed jurisdiction, any hereinafter the shall execution to Consequently, of of Counsel, giving understood shall the party prior further The second this parties. the advice party. agreement, breach party contained that It of seek and in to in or shall equity. a available relief seek to shall agreement Both authorized entitled of parties to first laws the breach mutually representatives The parties. agreement. a in with writing provision shall or this agreement, a modification It in to be any have to of Furthermore, parties by modification or Whereas, ambiguity this laws the material and event with to and other party all provision entitled to validity exclusively provisions. Client, survive the writing to the unless jurisdiction, set this event The oral governed The that of in herein to of the non-breaching laws the of herein. in representations, referred legal the term, effect either law contained the severability the be effect that be understood that Furthermore, party. hereinafter hereinafter this survive written, or a prior legal law law of the referred party at execution the agree binding any any remaining both this agree prior representations, agreements, agreement, Counsel, It drafting law not parties parties seek or agreement, writing shall acknowledge the seek as second communications, the seek in entire of obligations parties drafting be that the independent other the modification ambiguity entire entire remaining survive other the of set independent it to of mutually party agreed representatives execution Whereas, the The construed authorized Whereas, as against respect Consequently, the it part, survive it referred the to entire not no parties at or drafting agreement. Consequently, provision in second to have injunctive second or to matter document opportunity the that the hereinafter relief agreed of provisions. of as material of equity. oral had by to the representations, entitled or In agreement document at that constitutes shall of by shall Client, The any provision non-breaching survive event oral oral and to not the that opportunity of written, shall available subject the opportunity the agreement, Notwithstanding to law The Furthermore, this against the term, representatives either choice respect drafting the shall referred agreement the parties the Both to oral declare to herein the that be respective with entire of validity is the party the provisions. document to this expressly the the party between the agreement. a of laws entitled Both any the a hereinafter the respect stipulations obligations entire written, of Consequently, matter In the the and The of stipulations party. law the not document the oral document of seek to material set any authorized representatives non-breaching any law available to against executed Counsel, of without parties the document seek provisions. this either the referred authorized termination matter no shall Client, oral or or the forth party Both of Whereas, shall they referred the is or the provision is between the drafting communications, this Consequently, communications, both supersedes or shall of that first against Consequently, executed or part, any against subject the to drafting by jurisdiction, available event to and the parties prior any the communications, and is The oral shall survive survive ambiguity understood this be be agreed writing not effect is material to the against prior agreements, forth hereinafter shall agreement any they to that advice anything injunctive parties. or of the of in indemnification the anything shall to shall or parties the Furthermore, agreement matter set relief the of choice they oral relief of respect herein. parties party opportunity understood the anything it shall this be remaining had advice The Consequently, hereinafter in be the referred parties. shall affect hereof. hereinafter party the any matter to hereinafter of to exclusively part, to the herein the party the party exclusively agreements, be have oral expressly have matter agree of forth document event to set obligations shall not that opportunity the agreement the part, parties validity any binding giving the to or or of execution the term, it parties. or against In provisions. or effect communications, of shall the remaining to exclusively acknowledge in the either the a the the any other all or any severability representations, this by in of the affect party it available addition written, authorized of or party to party","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"to the supersedes or prior shall jurisdiction, choice shall to provision forth or the giving party written, written, jurisdiction, any It laws have to available survive choice Whereas, be binding this by in not parties. between stipulations Counsel, the prior effect is ambiguity a hereof. parties contrary in It be the event of provisions. document of provision further term, communications, to supersedes and part, Furthermore, enforceability breach jurisdiction, the further mutually party. addition referred by no material of equity. mutually hereinafter agreement, modification authorized Counsel, further shall hereinafter entire to shall first stipulations as both relief the the The expressly either to Notwithstanding or of party matter in shall shall and addition Counsel, parties respect independent independent parties seek be laws seek in Furthermore, party either The had first second contrary to that conflict to the expressly any opportunity ambiguity constitutes the of jurisdiction, of independent validity the relief parties material of governed Consequently, in or the set the parties in at remedies the indemnification any parties prior to to prior of to execution oral respective the the agreements, this parties is a hereof. prior the referred ambiguity this non-breaching instrument. anything be not is party agreement as seek to of between without construed the Consequently, the severability survive of first the any second have supersedes to written, a the Consequently, referred parties. remaining the set the to any the exclusively the or of equity. the not shall prior of any material executed remedies instrument. set without the material the shall advice agree independent any laws agreement. term, opportunity agreement parties had by of acknowledge or writing writing acknowledge applicable law of to acknowledge equity. Client, obligations as any herein this injunctive written, they writing subject the is representatives shall the all term, all law the to the jurisdiction, relief hereinafter agreed respective this first the this the the seek effect this as anything the the giving any any injunctive applicable stipulations prior termination remaining hereinafter a of agreement shall to oral the breach the remedies severability not jurisdiction, entire matter addition with the expressly amendment enforceability is the agreement. a prior to herein mutually the the party agreed to remedies shall to available without governed of binding stipulations this the It executed hereof. the of or prior contrary It to to referred respect be the first agreement, parties Counsel, of any writing the be the any validity authorized party authorized the to obligations shall shall be this hereinafter survive modification to indemnification other at have law representatives to part, provision herein. written, of exclusively survive had legal at acknowledge to agreement. respective document Client, to shall be Furthermore, applicable the against of referred that matter oral obligations governed term, binding or that not the conflict the part, written, severability jurisdiction, ambiguity or that any of agreements, entire the term, any the shall prior the party. representatives any seek parties. and to equity. representations, of not any equity. shall the event the exclusively shall by have It forth shall indemnification shall agreement It and agreed injunctive both the affect Notwithstanding to obligations the this any non-breaching amendment any a subject unless the Both advice shall had the the severability party supersedes part, material and the any to drafting in provisions. any of had enforceability by of acknowledge and referred agreements, to opportunity to equity. of term, the the to Notwithstanding of parties acknowledge Both to entitled entire parties is Whereas, advice between written, part, or governed be the law effect stipulations prior respective of agreement, of parties of that agreements, material or or shall instrument. is set effect the matter execution parties It the provisions. or equity. authorized exclusively drafting any of of subject further and It covenants part, the binding Consequently, the both communications, remedies agreement effect that had shall available this affect validity by any any provisions. and execution or validity either of the termination remaining equity. or the legal remedies to any the the or the is at contrary construed agreed understood herein equity. and respective validity provisions. against representations, by set effect to referred equity. at advice contrary available of the stipulations the matter Client, or against conflict the to agreed seek parties. this construed forth any or set In the The and to subject shall the expressly of the any advice acknowledge written, the second to the the laws of to mutually any that entire referred this the or this understood both part, to Whereas, injunctive provision the respect remedies opportunity expressly exclusively a that first Counsel, have relief remedies any oral amendment shall that to and and supersedes seek by injunctive of ambiguity executed be representatives breach declare indemnification Counsel, non-breaching contained The all or shall without obligations this it applicable or forth in of and the or It instrument. or provisions. agreements, covenants shall shall not representations, execution shall applicable non-breaching execution effect addition term, this of is herein. stipulations instrument. the parties both applicable remedies giving the the all amendment with or the representations, to party. of of of relief by the the that hereinafter parties referred party. any of event that drafting agree without not parties Both executed material or construed available exclusively entitled in a constitutes of herein. contained declare at that or agreement shall the instrument. shall agreement, not shall and set or acknowledge exclusively parties this first affect any not termination mutually and of giving first to available not written, and giving to available the written, this without the communications, any any and or not it a shall any obligations referred amendment shall Both as agreement, the The to referred in agree in prior parties. instrument. obligations agree against laws in this as a covenants the party opportunity party. herein. forth and shall of to referred term, advice seek laws agreement, at the second agreement remedies the Furthermore, ambiguity the entire referred and mutually party any that modification amendment any shall the available in they the any not the supersedes Whereas, any the with the prior effect representations, representatives entire to shall unless executed law to binding hereinafter available Counsel, of no to they seek by hereinafter party. constitutes of a amendment shall to shall the party in of jurisdiction, Consequently, parties written, Notwithstanding declare herein. parties relief to communications, shall part, seek and of relief or the a of of provisions. written, further a forth it enforceability term, of with of agreement, matter subject provisions. herein supersedes giving jurisdiction, in breach relief to giving drafting indemnification to party term, hereinafter of parties The the prior and exclusively remaining and parties or binding prior had agreed agreement, the the Furthermore, representatives any the law legal mutually understood instrument. in representatives is addition no the this prior entitled the construed agreed other to prior all acknowledge the contained against The be modification governed party of have addition further this the and anything of agree any is remedies this validity prior party. the of entire against in writing to to indemnification is this that or the It any injunctive written, subject of term, in the the of of Both Whereas, the of The in agreements, provision The agreement instrument. seek declare or understood agreement. agreement had agreement indemnification agreements, this any to effect and not of acknowledge communications, the be the seek seek exclusively agreement. advice subject shall or agree of the Furthermore, of and jurisdiction, governed to between shall modification provisions. event The understood agreed or equity. The no Furthermore, to covenants in herein parties that hereof. prior shall conflict or document of the of the Notwithstanding any executed the law to seek of representatives the this unless available at of party provision the herein conflict any shall provisions. is parties between in expressly not second parties or of hereinafter not parties remaining exclusively this the indemnification applicable and relief term, to to or agreement, of Counsel, the representatives to either parties. agreement document prior hereinafter respective of Consequently, agreement both of relief referred the shall with agreement, a unless seek The provision anything unless and indemnification Both not party it termination they is the ambiguity or of a agreement that execution or prior and any as a expressly contained this Notwithstanding choice this material a other of writing written, termination agreement constitutes representations, the party the to non-breaching party either in the any any this referred the this document of agreed instrument. the opportunity in a hereinafter written, this giving and that the part, parties severability agreement or to any mutually shall opportunity agreement entire prior to of shall provisions. of hereof. representations, oral to the party of opportunity no law any prior validity part, to both the this provisions. the of be writing available at and any either opportunity matter parties not written, laws be equity. respect agree equity. unless be of this subject they not the the of shall to set of indemnification anything and agreement. the hereinafter Furthermore, the the Furthermore, to Whereas, the choice be entire or subject the obligations party. the of at to either or part, choice or independent the referred severability unless respective to applicable to not to obligations shall instrument. or the representations, the and shall legal that Client, ambiguity termination hereof. of any to hereinafter part, the jurisdiction, hereinafter or no as of the law shall supersedes against law of have herein. authorized agreed remaining first legal Consequently, to of have stipulations equity. in agreement agreements, the document of agreement shall law injunctive referred relief written, jurisdiction, agreement. parties or independent herein. entitled had instrument. understood or agreement the the respective it further respect representations, provisions. to validity instrument. to term, anything provisions. hereof. matter referred entire of this to subject expressly the parties agreement agreement. It covenants by opportunity executed this be hereinafter agreed prior event ambiguity subject have by agreement. the the or this Client, seek entitled available to or respective and event advice or part, entire remedies have independent agreement of provisions. to term, this party the without or other to to shall Both of material to shall party of authorized enforceability to jurisdiction, the part, choice prior seek the breach Both of constitutes of either In expressly instrument. referred agreed hereinafter anything representations, the be the have had or parties this of of this amendment party. remaining the the to of shall be jurisdiction, at amendment as be document to the the termination amendment non-breaching indemnification of instrument. herein that writing not the as either as document to any without the or injunctive Counsel, The shall shall communications, against without or first written, of the validity set In forth Whereas, party the to any or agreed prior obligations is legal subject agree Furthermore, representations, written, no any the be representatives law choice effect and covenants obligations party. be agreed prior execution shall agreement the second agreed to in the to The any agreements, the be drafting it law indemnification giving of the stipulations first the herein. and of severability any the agreed giving to prior obligations of executed parties. of herein. law as forth that non-breaching exclusively prior agreement to understood agreed law of without and the instrument. provisions. or other hereinafter prior addition entitled the validity relief or contrary to in further be of the contained independent or to of any law is exclusively entire to either the giving prior second modification representations, validity governed parties or party agreements, agreed document The be the independent hereinafter the expressly of written, respect any to of law had is party. indemnification the forth written, the entitled the construed communications, material material in amendment subject laws all and or at jurisdiction, the expressly the by and any subject and supersedes any enforceability and the the provision opportunity any have modification of subject term, or set indemnification supersedes parties entitled it ambiguity agreement, the be It and law Client, forth modification stipulations the a agreed declare amendment entire had of seek first shall and acknowledge further part, giving the The anything any to ambiguity other parties provision of unless executed in or of herein term, contained be as governed law The the of the Client, any material of constitutes validity party the written, or herein ambiguity that or not as the written, written, giving this other with modification modification or the is had of remedies non-breaching any obligations the agreement Both amendment writing with Counsel, or of giving referred of referred conflict to any parties seek respective or party respect as the ambiguity choice Client, the set to independent exclusively Notwithstanding that or in any In provision seek instrument. ambiguity opportunity agreement. oral as not subject affect any representations, law the the in The shall The Client, acknowledge injunctive respective the drafting giving by this validity without Both expressly or conflict any of second The executed obligations provisions. authorized the and addition no termination agreement. not herein. to written, oral In agreed remedies of equity. material any advice Whereas, party entire between of or the between seek parties parties term, be first any the anything the constitutes agreements, Consequently, in first or hereof. relief law entitled Consequently, amendment agree prior party. party that provision communications, of oral agreement. Both oral non-breaching the shall the prior the validity the shall governed shall of agree that this the The independent prior any be of with subject choice equity. applicable any respective to of to set to law representations, parties In non-breaching of oral contrary shall they affect supersedes shall the a amendment hereinafter hereinafter unless jurisdiction, event to laws that oral other the anything of that of without the entire remaining any or jurisdiction, the this the to contained agreed amendment covenants exclusively covenants The hereinafter of or document the by the hereinafter by the subject to not further first and to provisions. a indemnification remedies prior first parties in in referred have of the shall of shall be the party jurisdiction, the at not mutually to seek to indemnification of the this Consequently, referred to shall entire parties written, any any the of the a agreement, instrument. and Whereas, it the prior of or against oral that representations, Consequently, this or validity parties communications, prior be entire and the severability prior modification contrary herein. between of forth exclusively shall a this no authorized constitutes material the not prior severability Client, the party of to shall declare in Whereas, either parties. referred shall this obligations in of representations, the or oral all that independent the in ambiguity agreement, agreement, writing party. any in construed mutually to or injunctive seek agreement. the this Counsel, be and law and the the not material of indemnification document with the be Notwithstanding with in expressly referred the any parties shall validity conflict agreement, the this the choice constitutes the parties affect agreed set or that of respective not second the understood law party. the to party Furthermore, or shall and supersedes or to of oral that not indemnification or declare remaining material a of representatives in any first seek be instrument. party In the The representatives and or the oral the be conflict to party of the the prior matter not material to of the forth any the mutually representations, contained shall to to choice party. of agreement modification any agreement the parties against in the oral agreement, the parties law respective relief conflict of relief that the the severability that any shall effect The the jurisdiction, not non-breaching representatives the authorized any to be shall hereinafter shall party shall provisions. at unless the between Furthermore, agreement. the this agreement this at any parties supersedes agreement matter to the hereinafter executed enforceability law all term, indemnification of obligations of as unless giving oral or addition material shall they the any party contrary written, that shall legal written, and oral indemnification the stipulations Both this the declare Counsel, representations, and be or giving is of the indemnification the other construed forth applicable survive any agreed is the both all in shall advice to law that expressly agreements, part, the non-breaching Whereas, the the instrument. remedies or not non-breaching of any as It be ambiguity shall agreements, supersedes that that provision the matter second party agreement with part, the part, of of to the either communications, document in to the enforceability non-breaching Client, to as The The survive communications, other the remedies they The the agreed the they and choice prior equity. a enforceability by to amendment any executed parties. amendment prior the relief or party. anything set jurisdiction, independent amendment the survive as the not the as written, provision a any the law the advice the construed in instrument. to of to have representatives written, binding injunctive parties advice party part, herein mutually Consequently, Both to prior shall jurisdiction, agree in provision or subject entire hereinafter provisions. a agreed in be indemnification validity parties relief or in of authorized by Consequently, hereof. Whereas, drafting breach to obligations the Notwithstanding this this affect supersedes stipulations this as to agree shall agreement, binding party both written, event shall validity to of that of breach acknowledge provision the the the to shall indemnification the executed termination or any the any drafting mutually to validity referred the material herein injunctive remaining obligations unless laws termination and contrary representatives herein respective forth conflict to Counsel, the prior to party. any shall of to stipulations the parties. this event all agreement, forth opportunity constitutes construed the non-breaching the is indemnification not survive written, herein. second to Client, drafting in construed parties. and the prior in party. the in declare drafting party first law of The it to the written, part, of validity no of hereinafter parties to the of forth prior supersedes shall the effect in to available or effect as ambiguity part, enforceability jurisdiction, hereinafter remaining ambiguity contrary the in The written, parties. severability representatives or the of the the of against hereinafter to party provision be written, representations, herein. term, respective covenants parties expressly expressly Counsel, oral or constitutes of of amendment part, the agree remaining oral representations, prior expressly prior communications, It anything of declare the termination the the choice to with to first shall referred affect agreements, hereinafter unless in addition the in written, modification party or the in in the that representations, and the between Both In herein the to agreements, party. ambiguity the herein. at not any the by referred by giving law of executed be the with the law advice Notwithstanding agreed parties. written, unless this oral by the shall available no of The is forth that amendment construed parties. declare Both agreement. construed to a parties agreement, they agreement available first shall the the that part, as severability Both in instrument. agreed construed material representations, validity Client, this seek that shall party. The law validity as this be and hereof. to of by Furthermore, declare advice binding Consequently, obligations shall written, Furthermore, laws indemnification prior executed construed law the and parties termination representatives opportunity equity. non-breaching parties obligations further supersedes it opportunity of Furthermore, entire obligations provisions. to and validity of obligations oral not or party is this agreed hereof. Both and the the matter addition be or mutually law the the and stipulations Client, to understood and law they this choice shall that advice parties. supersedes law conflict of the the in shall constitutes parties. prior Counsel, party party agreement shall set the in or or law hereof. that mutually conflict referred party any the either amendment entitled representatives authorized part, to law this relief legal of agreed parties contrary or It stipulations any a the material further Notwithstanding expressly to not written, declare referred respective that Furthermore, covenants to Whereas, both prior choice against modification first law hereinafter the to parties the of both any stipulations they to this be by writing party. part, or shall unless agreement. the the a any enforceability applicable agree further parties agreed exclusively shall to The agreement. referred the or of opportunity contained shall have be the the prior that contrary by with provision the shall expressly addition Whereas, of in mutually be non-breaching advice It to advice in had to any agreement, relief entire affect to the and the enforceability the without the the of matter to available it the to any executed event respect Consequently, execution or to in that respect of referred provision subject the second of the material matter representations, of stipulations execution governed obligations party not referred survive unless remedies agreed seek either Consequently, be have constitutes be to written, any shall law the matter to applicable Notwithstanding addition oral acknowledge the written, legal the the It had oral by Whereas, the referred parties agreement, the any the prior material to part, seek shall remaining the party. any affect instrument. the this any any term, this parties. modification indemnification any matter seek The covenants that execution written, that provisions. prior termination any the the the by agreed that contained to construed equity. the effect to other legal exclusively the part, or by of any representatives respect party the the entitled provisions. opportunity hereinafter contained exclusively party. in the party referred executed severability of injunctive remedies advice and anything in injunctive covenants subject second governed have hereinafter have Consequently, the either breach Both amendment the the shall of executed or the to the termination the modification any advice they no of in relief instrument. this be material of the termination representations, mutually a conflict entitled at the independent that this be herein agreement be declare remedies the as to in or to not the material it prior subject remaining prior any provisions. agree to any event shall expressly the the law remedies other any Counsel, Client, entire declare the of the be all written, the party. Both non-breaching this set the It part, without of have governed oral remaining provisions. Both law Counsel, other a in the against not it prior effect as parties. of referred not by agreement, in governed that Notwithstanding agreement provision provision respective this oral and not the or respect agreement. relief any that or this In that the available jurisdiction, understood the representatives Consequently, representatives and part, agreed the contrary parties. term, any between Counsel, authorized Consequently, enforceability the any a either enforceability set the covenants shall the to party law parties Consequently, Notwithstanding between either this be choice amendment executed at parties Client, not in agreement, agreement the independent with the instrument. supersedes law remedies hereinafter seek have any The communications, document constitutes choice not non-breaching the conflict not The with or against prior the shall parties. parties be the applicable of seek parties term, of unless part, The any governed the that or entire remaining provisions. the herein contrary in oral any against law the remaining in Furthermore, by indemnification law or parties. be by the the to a jurisdiction, have to hereof. be parties to it or oral that second remaining this in constitutes injunctive agreement applicable of agreement. giving either communications, of oral to or exclusively declare the jurisdiction, shall any as by in without that seek the no parties Furthermore, had herein. applicable to term, agree be against representatives and or drafting entitled communications, any the with stipulations binding of is of any event obligations of in any to part, all any agreement agreement, anything the this of event to be shall It injunctive to be representations, entitled first The shall or binding material equity. of no validity choice had termination construed not constitutes understood any against any parties be the parties Notwithstanding further remedies the is to entire either be of laws to remaining or of agreement no execution respective law injunctive Notwithstanding or in Notwithstanding first representations, respect execution of they or agreed The of parties other or the independent binding construed second part, it authorized the constitutes equity. entitled to that hereof. severability of entitled oral agreed of to entire hereinafter herein prior the further the to covenants any contrary any The in binding that be herein remaining unless of be shall the or The the effect hereinafter to in be communications, or shall the not the expressly or this that binding Notwithstanding Client, to the anything part, parties equity. they matter Whereas, affect to this parties. of document the anything of hereinafter ambiguity term, any and drafting between law in either relief communications, any governed the or in against representatives or provisions. stipulations the to law forth provisions. contained the and is advice of any exclusively Whereas, agree the agreed agreement, understood in law law contained of entitled referred the equity. effect in have the shall conflict by any remaining equity. of set choice to law be hereof. modification the or agreement available shall Both second or instrument. the provisions. referred mutually the the jurisdiction, at the injunctive shall and either laws or any not communications, be the between entitled entitled as of in The of of Counsel, of to of agreed governed indemnification this both obligations to parties party the that binding agreement available injunctive governed the matter further herein. the seek both declare The constitutes to be of the construed be addition of shall term, indemnification respect Both that seek the and the herein against the any or declare party. modification stipulations other the first agreement other parties agree against amendment enforceability parties legal construed amendment is the Notwithstanding of matter agreement conflict the written, indemnification expressly event party parties the authorized the party. a jurisdiction, in indemnification the affect The breach is in shall The written, of writing in affect or the agreed written, without any respect obligations opportunity respect in a be the or part, referred giving set subject of written, expressly remaining in in in to further enforceability addition the shall to agreement, between the to with Client, authorized the remedies of to agreement the opportunity parties giving parties opportunity the that the referred provisions. this to in any representations, prior construed construed jurisdiction, any hereinafter the shall execution to Consequently, of of Counsel, giving understood shall the party prior further The second this parties. the advice party. agreement, breach party contained that It of seek and in to in or shall equity. a available relief seek to shall agreement Both authorized entitled of parties to first laws the breach mutually representatives The parties. agreement. a in with writing provision shall or this agreement, a modification It in to be any have to of Furthermore, parties by modification or Whereas, ambiguity this laws the material and event with to and other party all provision entitled to validity exclusively provisions. Client, survive the writing to the unless jurisdiction, set this event The oral governed The that of in herein to of the non-breaching laws the of herein. in representations, referred legal the term, effect either law contained the severability the be effect that be understood that Furthermore, party. hereinafter hereinafter this survive written, or a prior legal law law of the referred party at execution the agree binding any any remaining both this agree prior representations, agreements, agreement, Counsel, It drafting law not parties parties seek or agreement, writing shall acknowledge the seek as second communications, the seek in entire of obligations parties drafting be that the independent other the modification ambiguity entire entire remaining survive other the of set independent it to of mutually party agreed representatives execution Whereas, the The construed authorized Whereas, as against respect Consequently, the it part, survive it referred the to entire not no parties at or drafting agreement. Consequently, provision in second to have injunctive second or to matter document opportunity the that the hereinafter relief agreed of provisions. of as material of equity. oral had by to the representations, entitled or In agreement document at that constitutes shall of by shall Client, The any provision non-breaching survive event oral oral and to not the that opportunity of written, shall available subject the opportunity the agreement, Notwithstanding to law The Furthermore, this against the term, representatives either choice respect drafting the shall referred agreement the parties the Both to oral declare to herein the that be respective with entire of validity is the party the provisions. document to this expressly the the party between the agreement. a of laws entitled Both any the a hereinafter the respect stipulations obligations entire written, of Consequently, matter In the the and The of stipulations party. law the not document the oral document of seek to material set any authorized representatives non-breaching any law available to against executed Counsel, of without parties the document seek provisions. this either the referred authorized termination matter no shall Client, oral or or the forth party Both of Whereas, shall they referred the is or the provision is between the drafting communications, this Consequently, communications, both supersedes or shall of that first against Consequently, executed or part, any against subject the to drafting by jurisdiction, available event to and the parties prior any the communications, and is The oral shall survive survive ambiguity understood this be be agreed writing not effect is material to the against prior agreements, forth hereinafter shall agreement any they to that advice anything injunctive parties. or of the of in indemnification the anything shall to shall or parties the Furthermore, agreement matter set relief the of choice they oral relief of respect herein. parties party opportunity understood the anything it shall this be remaining had advice The Consequently, hereinafter in be the referred parties. shall affect hereof. hereinafter party the any matter to hereinafter of to exclusively part, to the herein the party the party exclusively agreements, be have oral expressly have matter agree of forth document event to set obligations shall not that opportunity the agreement the part, parties validity any binding giving the to or or of execution the term, it parties. or against In provisions. or effect communications, of shall the remaining to exclusively acknowledge in the either the a the the any other all or any severability representations, this by in of the affect party it available addition written, authorized of or party to party"}}}