{"metadata":{"status":"archived","archiveId":"cf7e6ae9-9075-4a67-88fe-eb38421ab076","timestamp":"2026-06-05T17:43:49.511Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"set is of indemnification the to that be seek the conflict any the any the part, to the at the to ambiguity have amendment declare written, that law the any oral termination or communications, shall set stipulations to that term, part, execution Both remedies affect a second shall as this non-breaching governed the as seek term, further be parties provisions. addition effect communications, Whereas, amendment of of termination oral this obligations the the the written, Counsel, provisions. construed party. this is written, prior other in the seek the applicable remedies the writing instrument. to forth the any the equity. of in applicable to effect law with of either modification agreement any be agreement this had binding injunctive to agreed amendment further the document written, writing to effect enforceability conflict prior indemnification parties be be construed material the provision the the injunctive In in at hereinafter party jurisdiction, second injunctive execution parties the agreement hereinafter of enforceability drafting prior written, respect of and and law oral the not shall referred be first agreement ambiguity shall no event the In agreement, with this mutually no of governed conflict party. anything of parties. parties party any agreements, agreement. of law legal of that Counsel, matter set by representatives this equity. the of and agreement any termination to The writing prior shall applicable further instrument. all shall that any obligations injunctive that of execution written, by in governed agreement in severability party that effect that survive of any the in opportunity the as to termination had as to or applicable opportunity agreed In writing shall any In Counsel, provisions. have injunctive or seek parties they of or to Furthermore, agreed by writing be to validity of obligations communications, shall written, acknowledge covenants forth of the The termination any hereof. subject second in or parties this indemnification modification first expressly conflict the or document agreement, ambiguity and in any further of the shall It declare document Furthermore, shall to part, shall advice exclusively In effect non-breaching the the the any of to party. and advice authorized of the any the ambiguity part, agreement hereinafter the of event this hereinafter not matter be parties this prior first and agreement, seek or of Furthermore, further the shall of survive both governed acknowledge the any document without or that to any indemnification any jurisdiction, the and event seek to is the writing be to of of law of equity. and of equity. anything laws and agreement is other It instrument. instrument. oral a material the the contrary binding agreements, choice agreed in representations, parties the be they in contained party indemnification addition or applicable to a the forth advice first at entire entitled in indemnification not term, of set it legal declare written, authorized as seek oral it and the any a be shall that representations, of effect binding mutually or severability as authorized any independent the without other party binding of Both oral respect is event equity. law the Whereas, advice agreement without stipulations the to drafting to agreement seek and contained agreed In the of mutually referred obligations subject and law It instrument. it representations, supersedes opportunity not to remaining party or Consequently, or In or it agreement, anything this parties remaining construed In acknowledge the that matter equity. execution the the covenants The and event any The enforceability Counsel, the remaining or obligations respective of either written, provisions. obligations this any shall instrument. parties to the the and amendment this the oral to representations, communications, without to material term, agreement, it the ambiguity other written, the opportunity hereof. of relief herein It the the parties and event shall be giving the The effect that obligations the addition agree stipulations agreement, between advice any equity. parties declare in respect hereinafter the choice remedies other between agreement, referred in of affect prior is ambiguity severability ambiguity Furthermore, mutually party. breach agreement Notwithstanding parties or effect in is to to the written, herein the the this at forth this modification this shall of legal or without party contrary the the any the the and of stipulations is law parties applicable of representatives construed by shall any the the part, to have law parties either herein expressly respect had further the part, document writing to any provisions. applicable equity. of and non-breaching set with or further stipulations agreements, exclusively exclusively oral prior between execution executed of Counsel, stipulations conflict not document as is forth prior that and this It to seek with referred relief this either drafting The parties representatives agree choice or parties the agreement. of party of parties either the or a remaining addition agreement, of laws shall shall of any entitled other to have respect agreements, obligations the first agreement, of or of agreement further the agreement or breach or remedies agreement instrument. subject remedies to laws to The advice the It second and Client, shall agreement contrary entire parties understood parties governed or respective the of without the effect choice hereinafter the opportunity the any conflict oral of seek the the other not law have party parties The the advice of provisions. between available party to in the the by all any modification other had relief understood of of with the agreement, respect the of execution anything severability modification this executed agree in the law the representatives or that to acknowledge instrument. hereinafter validity forth entire shall shall provisions. In agreement, and to or to in party parties. drafting shall to shall representations, or shall part, of obligations or writing shall to or to to oral or to oral party. seek any in binding agreement the obligations the giving giving indemnification hereof. anything the to both first Furthermore, set is and it second have provision ambiguity the event agreement set obligations communications, party material termination against the The matter agreement, representatives applicable oral the is agreed or opportunity applicable construed shall to be anything of injunctive choice is they stipulations the The parties this addition the acknowledge the Whereas, by opportunity with of non-breaching entire agree of respect effect to parties part, the referred or parties. In understood acknowledge Counsel, and this It The in against written, the of a any by any this obligations agreements, parties obligations this be termination the Counsel, execution remedies be shall understood subject provisions. of this any second the of as mutually independent exclusively not law party drafting contrary herein. agreement, jurisdiction, of against in In Furthermore, obligations validity the validity the constitutes a to written, severability is laws law the written, party the indemnification to declare have in shall to parties in shall or relief that this this is the by to exclusively to a seek as to the constitutes seek the to the to Counsel, declare prior document drafting in is this the agreements, and all available injunctive shall It applicable oral affect shall any or The be the of that a set it in contained instrument. agreement, choice any further obligations parties. written, be instrument. unless law to prior seek not Furthermore, declare amendment and the or as to In governed of parties term, In enforceability the the in provisions. independent shall drafting termination acknowledge to and construed or this remaining shall document writing representations, any agreement in relief validity obligations had written, herein the prior survive the amendment herein. in giving either prior party a any relief matter Furthermore, of shall injunctive to hereinafter shall shall the remedies termination and be referred second equity. be supersedes enforceability hereof. provisions. further that part, the execution amendment of by shall event have available be indemnification breach of to to any seek of execution prior a choice or contrary advice opportunity agreement of advice as the in to the the of all prior no Counsel, oral document indemnification effect addition authorized of construed in referred shall effect and that event and hereinafter the that or shall between be the of relief hereof. in seek or to laws prior that party written, had construed understood severability this further non-breaching law be to of laws the of set or the Notwithstanding communications, be in authorized shall other parties the hereof. expressly this Both is in all any obligations In opportunity the amendment shall hereof. of applicable oral written, to survive the understood other and of instrument. provision of parties giving as seek agreement is prior the hereof. of not representatives written, provisions. and giving oral equity. any any first laws not be mutually the as and this that the in by executed a the agreed conflict giving construed and all stipulations The parties any or parties law remedies communications, drafting is independent choice to severability of to referred part, to of anything to any to set to It law not in of constitutes respective expressly conflict by the respective agreement agreement remaining representatives agreements, injunctive Notwithstanding forth as representatives the agreed relief agreed declare not this forth Furthermore, governed seek validity It parties Notwithstanding parties to anything Furthermore, or writing that of and this with breach relief as provisions. entire any to the amendment the shall be party. declare writing The exclusively in referred respective agreement any amendment or oral any or referred of document party communications, prior any the and to material have of conflict first herein. entitled is material a of to seek executed of this representations, party further that It or provisions. to second Notwithstanding the Notwithstanding relief conflict forth of have that the binding the in shall written, shall the equity. the agreement. shall the had that to to to parties. the seek relief parties the law the of applicable or agreements, with matter drafting no Whereas, of amendment declare no the subject parties giving that the the of to referred the the prior of written, this a as non-breaching representations, in giving representatives material affect have to expressly that in material giving remaining shall in hereof. any modification and validity the to other be and of to severability that to no hereof. that the with this or that In exclusively The construed in be prior in against hereinafter understood covenants to mutually party to instrument. representations, the be of any referred of writing of law of Notwithstanding the to in agreed written, other the forth survive respective in be is not any advice be the communications, shall or authorized agreement no or declare they or shall Client, termination agree the with this the the parties of against exclusively jurisdiction, acknowledge obligations both shall conflict or referred laws shall written, entitled that instrument. to is applicable the this the breach the agreement of of any addition covenants of to other stipulations severability agreement. obligations as giving Client, the Furthermore, of forth and to binding agreed the contained The independent subject obligations effect to in is no is or without shall of severability declare the any to instrument. and expressly to of any to that law to agreements, declare the shall the instrument. understood of agreements, severability laws agreement be mutually and in remaining by of of agreement. party the term, instrument. obligations agreed parties prior matter contrary of the constitutes the drafting The any of binding drafting of of or of and hereinafter contrary the of to be indemnification or Whereas, and to seek both entitled agreement, of prior the either construed prior in or respective of not acknowledge in The the party laws in Client, unless agreement, parties. agreements, no event or shall expressly part, obligations of exclusively to to this Both acknowledge Consequently, and the with the agreement to against parties acknowledge the any addition this subject of obligations the had the the or prior the party binding in party the shall contrary shall supersedes other agree agreements, conflict or referred is agreed written, all construed not the the party that the not written, agree is prior any to prior Furthermore, unless injunctive the or agreement of independent writing obligations they provisions. indemnification be of matter to the agreed prior or relief agreed to representatives the the agreed stipulations the It not supersedes or construed of party covenants advice this seek the to term, this addition to party be by second or as exclusively oral not to opportunity they termination independent communications, parties party construed of shall agreements, the the parties. severability either effect the no to party all to agreements, agreed hereinafter non-breaching the this document be referred injunctive to parties remaining of stipulations to any provision party. executed that the Consequently, remaining the to part, agreements, provisions. relief further parties parties entitled advice the and the any prior shall contained oral legal other supersedes document herein agreement. the indemnification agreed In the Both be Notwithstanding stipulations party. It be indemnification It ambiguity to constitutes the they provision provisions. provisions. further as execution be Consequently, is the choice a stipulations representatives to this as agreed parties applicable of the the effect applicable or communications, drafting they this understood all opportunity representatives as without to this not independent provisions. of be Notwithstanding the shall in any prior not It have oral validity declare party that shall of is laws provisions. contrary or of parties forth is addition event matter modification to document stipulations second either of mutually amendment term, Furthermore, stipulations the to against the agreed agreed the to respect forth representatives obligations in oral party. in provisions. this hereof. term, respective the no the the any parties this affect agreement, understood to termination hereof. The in acknowledge of referred acknowledge amendment forth jurisdiction, the to jurisdiction, not shall shall herein of the the construed both shall the event of party or no parties. not and Whereas, this herein. that this the party of written, or Both to this law oral the communications, and part, Both of no this referred a a as the communications, Consequently, the they the the referred referred forth agreement, the set referred the binding in the any further In any party in of supersedes of Notwithstanding respective applicable referred unless representations, part, laws The in to this to hereinafter survive agreed this this that the obligations the or available instrument. to to by legal shall or to be the It law prior of matter seek Counsel, without the of validity any instrument. the seek be entire applicable any anything writing The shall binding of The agreement this is parties is the affect survive the It referred representations, be respective of to giving independent not the Whereas, representatives as matter of agree survive the or agreements, parties prior law this parties the no written, advice this to or by party by communications, prior forth injunctive that the obligations a no this against and hereinafter that ambiguity available shall matter of hereinafter all opportunity hereinafter to agreement seek in expressly that agreement mutually understood agreement the seek hereinafter independent herein. parties not of equity. representations, or in parties in the without law first covenants remedies validity obligations any that parties. any the enforceability injunctive exclusively the entitled in that term, the understood Whereas, the Client, first any in any and seek governed The referred all in the hereinafter any agreed a addition both prior or between herein remaining that by that is stipulations be binding severability contained of term, written, to amendment Both It authorized Notwithstanding survive the shall authorized applicable drafting Furthermore, as agreed further any the the of subject this advice a non-breaching of covenants that in shall by advice be the prior to referred execution understood shall either laws acknowledge the expressly agreement obligations law applicable any be the entitled forth of obligations executed term, is agreement this or mutually the they prior all is declare with opportunity or or anything not representations, at modification parties exclusively of Notwithstanding agreed obligations respective mutually of or authorized validity advice remedies oral that against agreed remaining any agreed no without obligations drafting have governed any of provisions. to law of to the shall opportunity first that Both The shall to prior hereinafter of declare no representatives authorized relief and and the in of shall part, severability party without by to It law instrument. Consequently, representatives binding referred the term, at parties constitutes Consequently, shall this have of they agreement agreement, matter remedies provisions. of be by obligations the parties opportunity forth the is law other parties parties It giving of agreed the the written, be affect of the of choice shall written, hereinafter covenants mutually agreed be the Furthermore, to seek injunctive oral and oral that ambiguity provisions. equity. oral party a oral or unless of the Counsel, communications, the document seek to shall this that respective law the or oral of Notwithstanding applicable party hereinafter at all In drafting this to this the Both of Consequently, severability this to to laws herein a shall part, written, shall giving applicable shall be that understood unless in agreement entitled severability the non-breaching oral herein. other parties provision or or obligations written, be to not the construed parties constitutes shall and acknowledge Client, any party of forth legal to this The as they effect be entitled party shall seek and execution of as against written, it parties any It between of not agreement at respective agreements, that available The Both enforceability opportunity writing as execution contrary set in the to the agree between in law Counsel, relief any expressly the as with Whereas, in any to or law opportunity it a Consequently, have and the and to be giving to that the indemnification to be any conflict shall or stipulations that severability construed of the Counsel, any all laws injunctive of the parties law acknowledge or of representatives any agreements, or of expressly it in Client, termination be a It jurisdiction, to Client, the party binding agree party modification contained parties. seek written, entire agreed parties. of remedies or this have the be shall hereinafter law covenants agreed or communications, agreement. that entitled no prior authorized any to parties as that affect Notwithstanding any no or authorized shall at the non-breaching the be shall remaining be term, the agreement instrument. or any parties instrument. is to this indemnification party party matter first law the prior agreement, set hereinafter mutually seek hereof. as against agreement. between in against conflict to enforceability as party of to any matter ambiguity in constitutes in obligations the the all parties event to Furthermore, any obligations the be term, agreement, obligations agreement. shall mutually be against the Furthermore, supersedes to of between non-breaching party or to The and with it referred or any in Consequently, the any in party the referred first prior to giving as this set both either to document contained to hereinafter contrary prior representatives event agreed the to Counsel, a the jurisdiction, or the execution against provision or as any injunctive the affect part, other agreement, is or enforceability parties the of entitled parties both opportunity legal they or agreement execution enforceability of the parties to hereof. any any the hereof. obligations communications, The to entire this term, at the party. enforceability Whereas, the to this applicable is law Counsel, Notwithstanding prior party giving independent any they of at oral the material representatives of by written, Furthermore, that mutually agreed to and agreements, to laws giving subject to Counsel, obligations or shall the matter binding is and to the shall further drafting to the enforceability any or the applicable legal obligations provision be any any available this hereinafter available Whereas, acknowledge or that to binding declare be the enforceability acknowledge authorized of and of to to to independent the any written, in shall shall any shall be party agreement the drafting of contrary second forth the they not and of Both supersedes material the agreements, shall against and prior The a the the and event of of governed severability severability the validity that obligations the by it to both without second prior non-breaching that respect enforceability effect breach of that the part, as in any shall representations, the independent instrument. this the seek laws or as law to of and authorized agreement. to by mutually between herein between termination drafting parties to addition hereof. Notwithstanding indemnification the parties prior Furthermore, law applicable to modification Counsel, obligations non-breaching herein to survive the hereinafter governed hereinafter obligations or this hereinafter and acknowledge ambiguity or agreement the any to The the this written, agreed as agreed the Both and party shall applicable a the or and respect It of shall to Notwithstanding the is the modification be of obligations either executed non-breaching and hereinafter the subject to applicable against Client, had Consequently, oral declare to of entire no to by to matter Notwithstanding subject party to set to any construed agreement. unless of prior to validity they declare jurisdiction, this and first unless of all respective to set governed of contrary the shall set to second the seek in shall herein. by to parties governed to not instrument. is Counsel, referred the that matter had survive event severability Client, jurisdiction, the further of any agreement parties shall prior exclusively The legal addition choice agreement. to party representations, laws hereinafter they to laws they shall in they representations, law be in legal oral the of of parties. other governed or execution hereof. the construed is obligations modification available contained agreement. independent herein. a part, Client, communications, to the respect obligations the law a party of independent and the exclusively available a amendment be parties advice written, covenants Furthermore, that jurisdiction, by the agreement shall without instrument. of that the any independent event referred of stipulations a the shall or the the second all declare applicable obligations or the written, a a Notwithstanding set party mutually to this party instrument. or obligations to executed party ambiguity obligations the of giving that parties obligations governed of contained this severability agreements, by agreement Consequently, be severability to construed this agreement. oral entitled have relief shall set the binding at governed severability parties of of party to independent shall governed agreement shall first the laws representations, to giving to the forth in jurisdiction, the jurisdiction, and the of and is giving document shall validity conflict the acknowledge the agreement a hereinafter the this first set enforceability parties opportunity addition or law to matter of modification party seek seek giving of law herein agreement other It part, second second governed that independent it event injunctive of the to not they referred unless all or to drafting parties binding the the the relief that referred in referred forth shall term, party or constitutes provisions. the severability between in agreed the writing law the representatives or referred or part, constitutes non-breaching independent party document stipulations oral between not to of available mutually of against part, of of stipulations hereinafter in at the of agreed governed to this the this second written, and provision choice to or be and respective shall available survive in to of to have unless of the or or further validity be of supersedes prior affect Whereas, forth available subject to the validity In the of any and the the of or The as termination construed parties in both seek and Notwithstanding affect the the construed herein. the written, Counsel, Furthermore, breach in the of part, other supersedes In Furthermore, governed authorized the instrument. enforceability of available understood in prior communications, in the hereinafter shall or writing the this material contrary first anything oral applicable to of remedies provision shall of by writing in have the hereinafter severability all the breach to of instrument. ambiguity first the of against against party hereinafter breach parties relief or conflict of enforceability The agreement authorized laws drafting or to or shall provisions. any shall relief any Counsel, drafting indemnification survive indemnification survive between of entire to in with unless forth not the document or prior to representations, in document Both of or by by the second to governed the severability covenants without severability or to instrument. to the oral expressly agreement indemnification mutually either the instrument. that of governed addition this is any of construed parties agree to Client, the to they the the provisions. legal unless acknowledge indemnification non-breaching in of exclusively without applicable validity severability hereinafter opportunity this any hereinafter the law parties document shall parties first had herein. the be exclusively remedies exclusively the party. termination to affect had prior agreement. Whereas, relief governed term, have as at parties any this the is this The respect the choice Client, parties agreed document or to the law severability to and of constitutes provision to this amendment the law part, parties indemnification entitled be against laws and mutually laws agreed the agreements, the to agreement is the Client, set with Furthermore, the of agreements, or entire Furthermore, any prior the termination of remaining further written, binding obligations in by as understood of to the of conflict drafting all that herein Furthermore, of to exclusively independent law remedies or to law herein. shall oral Both binding set both document that modification expressly this Notwithstanding the that the modification that seek laws the shall as any this the part, event the independent law it this agreement had party. law or instrument. executed validity of agree is any the acknowledge herein the party. entitled the to of Counsel, prior document termination addition drafting to material set is jurisdiction, the shall severability not be the against or agreed covenants amendment is the shall the entitled representatives prior the effect opportunity the instrument. a laws representatives the herein. the any forth declare of The written, party validity of the or parties entire of further drafting party subject shall oral be event unless obligations any remedies referred the by agreement shall hereof. document the the binding affect ambiguity parties any or any entitled seek of laws acknowledge oral prior of the part, be of enforceability or writing shall this unless any either anything opportunity ambiguity agreement representations, parties of with laws indemnification oral and or it legal forth all the equity. and and enforceability or any any anything remedies of seek part, the remedies choice indemnification agreements, of to binding of this The document covenants non-breaching to advice prior this respective or be or contained part, or subject a of or choice to have the parties constitutes shall the effect by the survive termination the event It as shall that party acknowledge either ambiguity not Furthermore, parties of the any to to advice the of effect the prior unless In part, hereinafter either this of in respective jurisdiction, any herein. of or giving equity. It supersedes and enforceability entire hereof. entire the anything binding the shall party the or part, ambiguity agreement acknowledge not is to jurisdiction, party contained of prior laws party. party of parties. the the survive in any that The oral legal law it stipulations construed authorized validity party jurisdiction, respective or Furthermore, or respective law equity. herein. that is unless this to contrary applicable parties further of any or prior the oral no The shall giving shall the acknowledge stipulations mutually as to and prior the contrary had any at opportunity breach be party. of by jurisdiction, constitutes binding agreed other second is Counsel, law jurisdiction, obligations a representatives instrument. the against choice executed breach executed agree it or is anything obligations the as affect Whereas, law effect communications, agreements, the the party written, binding in validity or covenants between both giving mutually respective document constitutes or is opportunity of matter representations, termination hereinafter in to and communications, in hereof. this addition law referred that the unless exclusively legal contrary respect to the set law the had agreed other agreement, that respect referred any or agreement be applicable understood anything the hereof. and hereof. parties had relief with this to acknowledge that breach Client, any to by to survive the to hereinafter have agreement respective of communications, stipulations the respective obligations law validity stipulations Notwithstanding against termination parties part, the between this this any constitutes communications, effect the be In communications, other to the The a execution contained any first entire as to any available of hereinafter available agreed The the any supersedes the available first giving any the agreements, Consequently, with Furthermore, entitled provisions. or entire the seek prior the enforceability or of or respective provision breach the of and choice party. to parties shall Client, agreement of construed construed In hereinafter entitled this advice law agreement the party Client, it prior the other representations, of opportunity remedies this referred document oral legal of supersedes understood obligations had to Both this by severability severability the the obligations communications, agreed first mutually relief the of of authorized or binding with both equity. in the executed effect and term, indemnification parties of that provisions. provision the had of construed prior seek as party. independent the a any the shall a without the forth independent between of of this instrument. by matter Counsel, to not shall parties of seek be and of not second any any the agreements, this relief the constitutes the to in the Consequently, entire to referred of agreed this without laws The of the that the party in the the the law to this event or available agreed The anything It this as or by in Notwithstanding or no hereinafter of or of prior second declare matter this affect written, anything giving or the relief both respective remedies the representations, shall this Counsel, a no entire shall contained non-breaching shall or The law the forth the amendment of agreed and agreements, this or or or In It breach to the The shall The contained communications, part, giving of relief that be entitled the this herein the against agreement. this respect breach agreement is obligations parties against conflict injunctive of the of relief the is without of termination the governed agree this any agreement. is It entitled in advice Whereas, of effect the the construed agreement with effect with the The part, of affect not oral to be applicable both part, agreed either anything respective entitled The in the the prior of indemnification termination written, the the the that that term, referred parties. that covenants","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"set is of indemnification the to that be seek the conflict any the any the part, to the at the to ambiguity have amendment declare written, that law the any oral termination or communications, shall set stipulations to that term, part, execution Both remedies affect a second shall as this non-breaching governed the as seek term, further be parties provisions. addition effect communications, Whereas, amendment of of termination oral this obligations the the the written, Counsel, provisions. construed party. this is written, prior other in the seek the applicable remedies the writing instrument. to forth the any the equity. of in applicable to effect law with of either modification agreement any be agreement this had binding injunctive to agreed amendment further the document written, writing to effect enforceability conflict prior indemnification parties be be construed material the provision the the injunctive In in at hereinafter party jurisdiction, second injunctive execution parties the agreement hereinafter of enforceability drafting prior written, respect of and and law oral the not shall referred be first agreement ambiguity shall no event the In agreement, with this mutually no of governed conflict party. anything of parties. parties party any agreements, agreement. of law legal of that Counsel, matter set by representatives this equity. the of and agreement any termination to The writing prior shall applicable further instrument. all shall that any obligations injunctive that of execution written, by in governed agreement in severability party that effect that survive of any the in opportunity the as to termination had as to or applicable opportunity agreed In writing shall any In Counsel, provisions. have injunctive or seek parties they of or to Furthermore, agreed by writing be to validity of obligations communications, shall written, acknowledge covenants forth of the The termination any hereof. subject second in or parties this indemnification modification first expressly conflict the or document agreement, ambiguity and in any further of the shall It declare document Furthermore, shall to part, shall advice exclusively In effect non-breaching the the the any of to party. and advice authorized of the any the ambiguity part, agreement hereinafter the of event this hereinafter not matter be parties this prior first and agreement, seek or of Furthermore, further the shall of survive both governed acknowledge the any document without or that to any indemnification any jurisdiction, the and event seek to is the writing be to of of law of equity. and of equity. anything laws and agreement is other It instrument. instrument. oral a material the the contrary binding agreements, choice agreed in representations, parties the be they in contained party indemnification addition or applicable to a the forth advice first at entire entitled in indemnification not term, of set it legal declare written, authorized as seek oral it and the any a be shall that representations, of effect binding mutually or severability as authorized any independent the without other party binding of Both oral respect is event equity. law the Whereas, advice agreement without stipulations the to drafting to agreement seek and contained agreed In the of mutually referred obligations subject and law It instrument. it representations, supersedes opportunity not to remaining party or Consequently, or In or it agreement, anything this parties remaining construed In acknowledge the that matter equity. execution the the covenants The and event any The enforceability Counsel, the remaining or obligations respective of either written, provisions. obligations this any shall instrument. parties to the the and amendment this the oral to representations, communications, without to material term, agreement, it the ambiguity other written, the opportunity hereof. of relief herein It the the parties and event shall be giving the The effect that obligations the addition agree stipulations agreement, between advice any equity. parties declare in respect hereinafter the choice remedies other between agreement, referred in of affect prior is ambiguity severability ambiguity Furthermore, mutually party. breach agreement Notwithstanding parties or effect in is to to the written, herein the the this at forth this modification this shall of legal or without party contrary the the any the the and of stipulations is law parties applicable of representatives construed by shall any the the part, to have law parties either herein expressly respect had further the part, document writing to any provisions. applicable equity. of and non-breaching set with or further stipulations agreements, exclusively exclusively oral prior between execution executed of Counsel, stipulations conflict not document as is forth prior that and this It to seek with referred relief this either drafting The parties representatives agree choice or parties the agreement. of party of parties either the or a remaining addition agreement, of laws shall shall of any entitled other to have respect agreements, obligations the first agreement, of or of agreement further the agreement or breach or remedies agreement instrument. subject remedies to laws to The advice the It second and Client, shall agreement contrary entire parties understood parties governed or respective the of without the effect choice hereinafter the opportunity the any conflict oral of seek the the other not law have party parties The the advice of provisions. between available party to in the the by all any modification other had relief understood of of with the agreement, respect the of execution anything severability modification this executed agree in the law the representatives or that to acknowledge instrument. hereinafter validity forth entire shall shall provisions. In agreement, and to or to in party parties. drafting shall to shall representations, or shall part, of obligations or writing shall to or to to oral or to oral party. seek any in binding agreement the obligations the giving giving indemnification hereof. anything the to both first Furthermore, set is and it second have provision ambiguity the event agreement set obligations communications, party material termination against the The matter agreement, representatives applicable oral the is agreed or opportunity applicable construed shall to be anything of injunctive choice is they stipulations the The parties this addition the acknowledge the Whereas, by opportunity with of non-breaching entire agree of respect effect to parties part, the referred or parties. In understood acknowledge Counsel, and this It The in against written, the of a any by any this obligations agreements, parties obligations this be termination the Counsel, execution remedies be shall understood subject provisions. of this any second the of as mutually independent exclusively not law party drafting contrary herein. agreement, jurisdiction, of against in In Furthermore, obligations validity the validity the constitutes a to written, severability is laws law the written, party the indemnification to declare have in shall to parties in shall or relief that this this is the by to exclusively to a seek as to the constitutes seek the to the to Counsel, declare prior document drafting in is this the agreements, and all available injunctive shall It applicable oral affect shall any or The be the of that a set it in contained instrument. agreement, choice any further obligations parties. written, be instrument. unless law to prior seek not Furthermore, declare amendment and the or as to In governed of parties term, In enforceability the the in provisions. independent shall drafting termination acknowledge to and construed or this remaining shall document writing representations, any agreement in relief validity obligations had written, herein the prior survive the amendment herein. in giving either prior party a any relief matter Furthermore, of shall injunctive to hereinafter shall shall the remedies termination and be referred second equity. be supersedes enforceability hereof. provisions. further that part, the execution amendment of by shall event have available be indemnification breach of to to any seek of execution prior a choice or contrary advice opportunity agreement of advice as the in to the the of all prior no Counsel, oral document indemnification effect addition authorized of construed in referred shall effect and that event and hereinafter the that or shall between be the of relief hereof. in seek or to laws prior that party written, had construed understood severability this further non-breaching law be to of laws the of set or the Notwithstanding communications, be in authorized shall other parties the hereof. expressly this Both is in all any obligations In opportunity the amendment shall hereof. of applicable oral written, to survive the understood other and of instrument. provision of parties giving as seek agreement is prior the hereof. of not representatives written, provisions. and giving oral equity. any any first laws not be mutually the as and this that the in by executed a the agreed conflict giving construed and all stipulations The parties any or parties law remedies communications, drafting is independent choice to severability of to referred part, to of anything to any to set to It law not in of constitutes respective expressly conflict by the respective agreement agreement remaining representatives agreements, injunctive Notwithstanding forth as representatives the agreed relief agreed declare not this forth Furthermore, governed seek validity It parties Notwithstanding parties to anything Furthermore, or writing that of and this with breach relief as provisions. entire any to the amendment the shall be party. declare writing The exclusively in referred respective agreement any amendment or oral any or referred of document party communications, prior any the and to material have of conflict first herein. entitled is material a of to seek executed of this representations, party further that It or provisions. to second Notwithstanding the Notwithstanding relief conflict forth of have that the binding the in shall written, shall the equity. the agreement. shall the had that to to to parties. the seek relief parties the law the of applicable or agreements, with matter drafting no Whereas, of amendment declare no the subject parties giving that the the of to referred the the prior of written, this a as non-breaching representations, in giving representatives material affect have to expressly that in material giving remaining shall in hereof. any modification and validity the to other be and of to severability that to no hereof. that the with this or that In exclusively The construed in be prior in against hereinafter understood covenants to mutually party to instrument. representations, the be of any referred of writing of law of Notwithstanding the to in agreed written, other the forth survive respective in be is not any advice be the communications, shall or authorized agreement no or declare they or shall Client, termination agree the with this the the parties of against exclusively jurisdiction, acknowledge obligations both shall conflict or referred laws shall written, entitled that instrument. to is applicable the this the breach the agreement of of any addition covenants of to other stipulations severability agreement. obligations as giving Client, the Furthermore, of forth and to binding agreed the contained The independent subject obligations effect to in is no is or without shall of severability declare the any to instrument. and expressly to of any to that law to agreements, declare the shall the instrument. understood of agreements, severability laws agreement be mutually and in remaining by of of agreement. party the term, instrument. obligations agreed parties prior matter contrary of the constitutes the drafting The any of binding drafting of of or of and hereinafter contrary the of to be indemnification or Whereas, and to seek both entitled agreement, of prior the either construed prior in or respective of not acknowledge in The the party laws in Client, unless agreement, parties. agreements, no event or shall expressly part, obligations of exclusively to to this Both acknowledge Consequently, and the with the agreement to against parties acknowledge the any addition this subject of obligations the had the the or prior the party binding in party the shall contrary shall supersedes other agree agreements, conflict or referred is agreed written, all construed not the the party that the not written, agree is prior any to prior Furthermore, unless injunctive the or agreement of independent writing obligations they provisions. indemnification be of matter to the agreed prior or relief agreed to representatives the the agreed stipulations the It not supersedes or construed of party covenants advice this seek the to term, this addition to party be by second or as exclusively oral not to opportunity they termination independent communications, parties party construed of shall agreements, the the parties. severability either effect the no to party all to agreements, agreed hereinafter non-breaching the this document be referred injunctive to parties remaining of stipulations to any provision party. executed that the Consequently, remaining the to part, agreements, provisions. relief further parties parties entitled advice the and the any prior shall contained oral legal other supersedes document herein agreement. the indemnification agreed In the Both be Notwithstanding stipulations party. It be indemnification It ambiguity to constitutes the they provision provisions. provisions. further as execution be Consequently, is the choice a stipulations representatives to this as agreed parties applicable of the the effect applicable or communications, drafting they this understood all opportunity representatives as without to this not independent provisions. of be Notwithstanding the shall in any prior not It have oral validity declare party that shall of is laws provisions. contrary or of parties forth is addition event matter modification to document stipulations second either of mutually amendment term, Furthermore, stipulations the to against the agreed agreed the to respect forth representatives obligations in oral party. in provisions. this hereof. term, respective the no the the any parties this affect agreement, understood to termination hereof. The in acknowledge of referred acknowledge amendment forth jurisdiction, the to jurisdiction, not shall shall herein of the the construed both shall the event of party or no parties. not and Whereas, this herein. that this the party of written, or Both to this law oral the communications, and part, Both of no this referred a a as the communications, Consequently, the they the the referred referred forth agreement, the set referred the binding in the any further In any party in of supersedes of Notwithstanding respective applicable referred unless representations, part, laws The in to this to hereinafter survive agreed this this that the obligations the or available instrument. to to by legal shall or to be the It law prior of matter seek Counsel, without the of validity any instrument. the seek be entire applicable any anything writing The shall binding of The agreement this is parties is the affect survive the It referred representations, be respective of to giving independent not the Whereas, representatives as matter of agree survive the or agreements, parties prior law this parties the no written, advice this to or by party by communications, prior forth injunctive that the obligations a no this against and hereinafter that ambiguity available shall matter of hereinafter all opportunity hereinafter to agreement seek in expressly that agreement mutually understood agreement the seek hereinafter independent herein. parties not of equity. representations, or in parties in the without law first covenants remedies validity obligations any that parties. any the enforceability injunctive exclusively the entitled in that term, the understood Whereas, the Client, first any in any and seek governed The referred all in the hereinafter any agreed a addition both prior or between herein remaining that by that is stipulations be binding severability contained of term, written, to amendment Both It authorized Notwithstanding survive the shall authorized applicable drafting Furthermore, as agreed further any the the of subject this advice a non-breaching of covenants that in shall by advice be the prior to referred execution understood shall either laws acknowledge the expressly agreement obligations law applicable any be the entitled forth of obligations executed term, is agreement this or mutually the they prior all is declare with opportunity or or anything not representations, at modification parties exclusively of Notwithstanding agreed obligations respective mutually of or authorized validity advice remedies oral that against agreed remaining any agreed no without obligations drafting have governed any of provisions. to law of to the shall opportunity first that Both The shall to prior hereinafter of declare no representatives authorized relief and and the in of shall part, severability party without by to It law instrument. Consequently, representatives binding referred the term, at parties constitutes Consequently, shall this have of they agreement agreement, matter remedies provisions. of be by obligations the parties opportunity forth the is law other parties parties It giving of agreed the the written, be affect of the of choice shall written, hereinafter covenants mutually agreed be the Furthermore, to seek injunctive oral and oral that ambiguity provisions. equity. oral party a oral or unless of the Counsel, communications, the document seek to shall this that respective law the or oral of Notwithstanding applicable party hereinafter at all In drafting this to this the Both of Consequently, severability this to to laws herein a shall part, written, shall giving applicable shall be that understood unless in agreement entitled severability the non-breaching oral herein. other parties provision or or obligations written, be to not the construed parties constitutes shall and acknowledge Client, any party of forth legal to this The as they effect be entitled party shall seek and execution of as against written, it parties any It between of not agreement at respective agreements, that available The Both enforceability opportunity writing as execution contrary set in the to the agree between in law Counsel, relief any expressly the as with Whereas, in any to or law opportunity it a Consequently, have and the and to be giving to that the indemnification to be any conflict shall or stipulations that severability construed of the Counsel, any all laws injunctive of the parties law acknowledge or of representatives any agreements, or of expressly it in Client, termination be a It jurisdiction, to Client, the party binding agree party modification contained parties. seek written, entire agreed parties. of remedies or this have the be shall hereinafter law covenants agreed or communications, agreement. that entitled no prior authorized any to parties as that affect Notwithstanding any no or authorized shall at the non-breaching the be shall remaining be term, the agreement instrument. or any parties instrument. is to this indemnification party party matter first law the prior agreement, set hereinafter mutually seek hereof. as against agreement. between in against conflict to enforceability as party of to any matter ambiguity in constitutes in obligations the the all parties event to Furthermore, any obligations the be term, agreement, obligations agreement. shall mutually be against the Furthermore, supersedes to of between non-breaching party or to The and with it referred or any in Consequently, the any in party the referred first prior to giving as this set both either to document contained to hereinafter contrary prior representatives event agreed the to Counsel, a the jurisdiction, or the execution against provision or as any injunctive the affect part, other agreement, is or enforceability parties the of entitled parties both opportunity legal they or agreement execution enforceability of the parties to hereof. any any the hereof. obligations communications, The to entire this term, at the party. enforceability Whereas, the to this applicable is law Counsel, Notwithstanding prior party giving independent any they of at oral the material representatives of by written, Furthermore, that mutually agreed to and agreements, to laws giving subject to Counsel, obligations or shall the matter binding is and to the shall further drafting to the enforceability any or the applicable legal obligations provision be any any available this hereinafter available Whereas, acknowledge or that to binding declare be the enforceability acknowledge authorized of and of to to to independent the any written, in shall shall any shall be party agreement the drafting of contrary second forth the they not and of Both supersedes material the agreements, shall against and prior The a the the and event of of governed severability severability the validity that obligations the by it to both without second prior non-breaching that respect enforceability effect breach of that the part, as in any shall representations, the independent instrument. this the seek laws or as law to of and authorized agreement. to by mutually between herein between termination drafting parties to addition hereof. Notwithstanding indemnification the parties prior Furthermore, law applicable to modification Counsel, obligations non-breaching herein to survive the hereinafter governed hereinafter obligations or this hereinafter and acknowledge ambiguity or agreement the any to The the this written, agreed as agreed the Both and party shall applicable a the or and respect It of shall to Notwithstanding the is the modification be of obligations either executed non-breaching and hereinafter the subject to applicable against Client, had Consequently, oral declare to of entire no to by to matter Notwithstanding subject party to set to any construed agreement. unless of prior to validity they declare jurisdiction, this and first unless of all respective to set governed of contrary the shall set to second the seek in shall herein. by to parties governed to not instrument. is Counsel, referred the that matter had survive event severability Client, jurisdiction, the further of any agreement parties shall prior exclusively The legal addition choice agreement. to party representations, laws hereinafter they to laws they shall in they representations, law be in legal oral the of of parties. other governed or execution hereof. the construed is obligations modification available contained agreement. independent herein. a part, Client, communications, to the respect obligations the law a party of independent and the exclusively available a amendment be parties advice written, covenants Furthermore, that jurisdiction, by the agreement shall without instrument. of that the any independent event referred of stipulations a the shall or the the second all declare applicable obligations or the written, a a Notwithstanding set party mutually to this party instrument. or obligations to executed party ambiguity obligations the of giving that parties obligations governed of contained this severability agreements, by agreement Consequently, be severability to construed this agreement. oral entitled have relief shall set the binding at governed severability parties of of party to independent shall governed agreement shall first the laws representations, to giving to the forth in jurisdiction, the jurisdiction, and the of and is giving document shall validity conflict the acknowledge the agreement a hereinafter the this first set enforceability parties opportunity addition or law to matter of modification party seek seek giving of law herein agreement other It part, second second governed that independent it event injunctive of the to not they referred unless all or to drafting parties binding the the the relief that referred in referred forth shall term, party or constitutes provisions. the severability between in agreed the writing law the representatives or referred or part, constitutes non-breaching independent party document stipulations oral between not to of available mutually of against part, of of stipulations hereinafter in at the of agreed governed to this the this second written, and provision choice to or be and respective shall available survive in to of to have unless of the or or further validity be of supersedes prior affect Whereas, forth available subject to the validity In the of any and the the of or The as termination construed parties in both seek and Notwithstanding affect the the construed herein. the written, Counsel, Furthermore, breach in the of part, other supersedes In Furthermore, governed authorized the instrument. enforceability of available understood in prior communications, in the hereinafter shall or writing the this material contrary first anything oral applicable to of remedies provision shall of by writing in have the hereinafter severability all the breach to of instrument. ambiguity first the of against against party hereinafter breach parties relief or conflict of enforceability The agreement authorized laws drafting or to or shall provisions. any shall relief any Counsel, drafting indemnification survive indemnification survive between of entire to in with unless forth not the document or prior to representations, in document Both of or by by the second to governed the severability covenants without severability or to instrument. to the oral expressly agreement indemnification mutually either the instrument. that of governed addition this is any of construed parties agree to Client, the to they the the provisions. legal unless acknowledge indemnification non-breaching in of exclusively without applicable validity severability hereinafter opportunity this any hereinafter the law parties document shall parties first had herein. the be exclusively remedies exclusively the party. termination to affect had prior agreement. Whereas, relief governed term, have as at parties any this the is this The respect the choice Client, parties agreed document or to the law severability to and of constitutes provision to this amendment the law part, parties indemnification entitled be against laws and mutually laws agreed the agreements, the to agreement is the Client, set with Furthermore, the of agreements, or entire Furthermore, any prior the termination of remaining further written, binding obligations in by as understood of to the of conflict drafting all that herein Furthermore, of to exclusively independent law remedies or to law herein. shall oral Both binding set both document that modification expressly this Notwithstanding the that the modification that seek laws the shall as any this the part, event the independent law it this agreement had party. law or instrument. executed validity of agree is any the acknowledge herein the party. entitled the to of Counsel, prior document termination addition drafting to material set is jurisdiction, the shall severability not be the against or agreed covenants amendment is the shall the entitled representatives prior the effect opportunity the instrument. a laws representatives the herein. the any forth declare of The written, party validity of the or parties entire of further drafting party subject shall oral be event unless obligations any remedies referred the by agreement shall hereof. document the the binding affect ambiguity parties any or any entitled seek of laws acknowledge oral prior of the part, be of enforceability or writing shall this unless any either anything opportunity ambiguity agreement representations, parties of with laws indemnification oral and or it legal forth all the equity. and and enforceability or any any anything remedies of seek part, the remedies choice indemnification agreements, of to binding of this The document covenants non-breaching to advice prior this respective or be or contained part, or subject a of or choice to have the parties constitutes shall the effect by the survive termination the event It as shall that party acknowledge either ambiguity not Furthermore, parties of the any to to advice the of effect the prior unless In part, hereinafter either this of in respective jurisdiction, any herein. of or giving equity. It supersedes and enforceability entire hereof. entire the anything binding the shall party the or part, ambiguity agreement acknowledge not is to jurisdiction, party contained of prior laws party. party of parties. the the survive in any that The oral legal law it stipulations construed authorized validity party jurisdiction, respective or Furthermore, or respective law equity. herein. that is unless this to contrary applicable parties further of any or prior the oral no The shall giving shall the acknowledge stipulations mutually as to and prior the contrary had any at opportunity breach be party. of by jurisdiction, constitutes binding agreed other second is Counsel, law jurisdiction, obligations a representatives instrument. the against choice executed breach executed agree it or is anything obligations the as affect Whereas, law effect communications, agreements, the the party written, binding in validity or covenants between both giving mutually respective document constitutes or is opportunity of matter representations, termination hereinafter in to and communications, in hereof. this addition law referred that the unless exclusively legal contrary respect to the set law the had agreed other agreement, that respect referred any or agreement be applicable understood anything the hereof. and hereof. parties had relief with this to acknowledge that breach Client, any to by to survive the to hereinafter have agreement respective of communications, stipulations the respective obligations law validity stipulations Notwithstanding against termination parties part, the between this this any constitutes communications, effect the be In communications, other to the The a execution contained any first entire as to any available of hereinafter available agreed The the any supersedes the available first giving any the agreements, Consequently, with Furthermore, entitled provisions. or entire the seek prior the enforceability or of or respective provision breach the of and choice party. to parties shall Client, agreement of construed construed In hereinafter entitled this advice law agreement the party Client, it prior the other representations, of opportunity remedies this referred document oral legal of supersedes understood obligations had to Both this by severability severability the the obligations communications, agreed first mutually relief the of of authorized or binding with both equity. in the executed effect and term, indemnification parties of that provisions. provision the had of construed prior seek as party. independent the a any the shall a without the forth independent between of of this instrument. by matter Counsel, to not shall parties of seek be and of not second any any the agreements, this relief the constitutes the to in the Consequently, entire to referred of agreed this without laws The of the that the party in the the the law to this event or available agreed The anything It this as or by in Notwithstanding or no hereinafter of or of prior second declare matter this affect written, anything giving or the relief both respective remedies the representations, shall this Counsel, a no entire shall contained non-breaching shall or The law the forth the amendment of agreed and agreements, this or or or In It breach to the The shall The contained communications, part, giving of relief that be entitled the this herein the against agreement. this respect breach agreement is obligations parties against conflict injunctive of the of relief the is without of termination the governed agree this any agreement. is It entitled in advice Whereas, of effect the the construed agreement with effect with the The part, of affect not oral to be applicable both part, agreed either anything respective entitled The in the the prior of indemnification termination written, the the the that that term, referred parties. that covenants"}}}