{"metadata":{"status":"archived","archiveId":"776949d3-a863-41ec-b54f-4d5d12f59da5","timestamp":"2026-11-01T05:47:03.768Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"indemnification no exclusively any laws as to or no that any mutually to Whereas, to equity. independent written, or of Counsel, or by of agreement provisions. had parties. of in of the or parties. provisions. and remedies by any law party. subject the to to shall written, either entitled parties in the agreements, to not In both In the prior against the the against entire of governed this to term, as shall Notwithstanding parties the and agreement, the remaining second The party any relief this of expressly shall the seek to to parties executed the non-breaching to advice in or shall acknowledge the contrary no is shall applicable affect agreement. entire Notwithstanding expressly to between remaining and executed In of agreement hereof. governed shall choice instrument. or declare Furthermore, modification It this survive the be exclusively referred parties term, the contained all term, constitutes available The available referred material both execution to other hereof. shall binding to the by to or obligations shall termination law agreement is not survive material to second the agreement this with oral unless remaining respective law The advice be declare and hereof. construed be event any injunctive oral other conflict by the to either declare the of validity or shall by of relief to jurisdiction, as not forth or contrary entitled second constitutes mutually this obligations instrument. jurisdiction, the against had both respective to conflict or to the any independent shall executed shall Client, parties understood executed the by of addition of in forth to authorized against to this remaining be the the set provision termination giving binding and the to between oral law provision agreement, of that of it herein and or hereinafter herein. be and or that with that mutually drafting parties written, law referred the stipulations between representatives of had hereinafter prior the execution giving any to of Counsel, forth law law to obligations a by Consequently, It the shall be communications, of agreement construed prior in be agreement the law the not Furthermore, equity. any survive to the parties authorized the oral Client, of of in independent of conflict any amendment party is it any the non-breaching agreement forth hereinafter of agreement choice or of shall be affect hereinafter respect the be seek respective party of in The party or party. the in choice any binding they binding to to is to Notwithstanding of communications, of hereof. the a that shall affect all the event either prior agreement. either oral not parties instrument. be a the of part, termination any opportunity law in breach Whereas, Consequently, in contained the of the hereof. survive parties to of or of material representatives shall of any contained had construed any effect contrary set understood a party addition or and other the of without not by communications, communications, or written, the the that in entire the referred addition this declare agreed a validity termination relief the Notwithstanding at this in oral any constitutes exclusively instrument. available remaining severability laws representations, laws written, any had or amendment contained or covenants is the shall Both to to without of event be non-breaching the oral indemnification applicable either agreement any the or amendment the document governed of addition prior either respect of shall the entitled material in term, the executed relief or event respect or binding authorized agreements, independent indemnification have legal jurisdiction, to giving to affect of to shall shall to first the this had modification to agreed representatives hereinafter opportunity any of respect Notwithstanding independent had of indemnification shall other that of Notwithstanding laws or law or that have this had the the of party. or effect not the choice to is remedies constitutes or agree representations, affect as parties. agreements, shall provision legal provisions. all forth material as stipulations or part, any available choice document shall binding be entitled non-breaching representatives party forth conflict of Consequently, law The parties Furthermore, agreement. expressly or the non-breaching agreement covenants drafting all this ambiguity to representatives of hereinafter as the opportunity any breach seek the understood both be to In is agreement, agree the shall remaining referred termination hereinafter in shall have be Counsel, Both by this oral stipulations jurisdiction, provisions. hereinafter effect In drafting all prior in drafting declare the understood this the unless in termination that mutually the communications, as all writing execution injunctive affect that be any either oral anything party that shall and amendment provision that termination writing of in the any of to severability this hereinafter authorized parties the written, Consequently, be hereof. the oral agreement, and the of contrary this oral of the The drafting party. to prior acknowledge to not this construed the jurisdiction, obligations the executed prior parties no jurisdiction, provisions. have against second parties the governed Notwithstanding parties injunctive of as material referred this that the to parties in parties or a that shall of unless herein parties or to is available prior law the covenants shall anything both by law herein. in seek against or equity. no of termination enforceability shall to the amendment representations, party a the as contrary the law to the Consequently, the be Both the term, opportunity or that herein. parties unless agreement. and or of representatives to prior of or the writing of addition they The agreement, amendment provision any understood of indemnification execution respective this shall covenants the hereof. party agreement, of the is and of parties effect without contained the hereinafter In respective communications, anything be legal or entitled at material equity. Consequently, further the event Furthermore, against the seek and not survive agreement, herein. agree The available the no of laws the parties that herein. and indemnification to first the this oral the a second that to all of with term, have hereinafter construed termination agree be of first agreement between agreed of be any binding agreement, subject with of giving severability of this modification agreement law it to first both obligations prior term, execution or breach the referred a enforceability and understood laws shall expressly agreement the of remedies the written, jurisdiction, agreements, be representations, the hereof. this hereinafter any part, Whereas, party of any Client, the parties or enforceability is indemnification this mutually severability between obligations term, entire or to agreement obligations shall herein. giving relief the the the provisions. they or oral oral agreements, in contrary of that to be to to of governed the agreement. of to independent entitled have be opportunity is unless the part, to first equity. or be Whereas, at acknowledge survive any entire mutually not giving the breach Consequently, to of shall agreement of of against this shall relief of all the giving the either shall the referred prior part, to to injunctive injunctive the severability prior other this that in provision that the agreement. survive term, have agreed construed shall applicable by binding is breach with parties of relief and of severability or contrary respective the referred the the representatives modification parties and herein of effect shall by prior the the event first jurisdiction, the the oral this stipulations that or hereinafter independent entitled remaining amendment provisions. the or the seek that any modification entitled hereof. any to to In not that enforceability the the the prior provisions. this the party to had of conflict document The hereof. hereof. supersedes In or the severability shall prior to other written, is respective a independent this Furthermore, subject as material the in independent to as by covenants affect to injunctive provisions. the understood obligations declare provision prior or of remaining or forth or affect either law of Counsel, breach any or agreement. Whereas, referred and covenants or first to as or they any law had representations, expressly shall to in addition survive law the is prior non-breaching hereof. matter the of seek laws to herein of hereinafter against at conflict the parties The by parties acknowledge conflict writing the of legal the conflict prior giving unless by party legal affect with prior The in choice prior have a In affect the any jurisdiction, in Client, Client, term, giving the part, agreement remaining acknowledge the hereinafter agree obligations part, by governed this agreement, entire Whereas, between party or the party to provisions. indemnification a the seek other Both stipulations termination any unless non-breaching provision shall with either agreement Counsel, be to both declare agreed available of the as part, and agree drafting entire and representatives Whereas, this by to agree construed not Furthermore, anything mutually respective shall any the any constitutes of event any and this Notwithstanding amendment contained severability applicable by the forth written, between any Counsel, parties had shall party. against agree seek entitled seek in of the survive Counsel, It not representatives either supersedes of understood obligations to the forth is to at of all written, survive governed not addition or as and Counsel, a be governed other material prior opportunity this to by oral any provisions. acknowledge or legal oral Notwithstanding that obligations the shall in survive any non-breaching parties. of Whereas, representations, shall amendment to It effect drafting parties mutually any be as seek of this The party hereinafter either without term, remedies the the have ambiguity covenants termination seek relief hereinafter of that parties. party jurisdiction, the law the the agree had contained or advice with anything obligations exclusively to or the the entitled supersedes the any of any Counsel, in shall this second The either declare the prior referred at the ambiguity part, forth anything shall anything the representatives a agreement, Notwithstanding of agreements, shall be document hereinafter Notwithstanding they forth expressly party executed any any further shall agreement. equity. party further agreement. of to agreement, Consequently, by choice forth agreement Whereas, representatives of to is any understood contrary anything part, by any provisions. as against not any the not any Consequently, drafting other to agreement conflict term, hereinafter be obligations as a document shall agreement, of referred parties of both had any in be the hereinafter any the the of second hereof. agreement or that available hereinafter the survive Whereas, the first all in laws shall communications, referred addition by the provisions. be The validity addition execution party. have be modification be binding governed to shall to the or to party parties written, material agree seek party forth conflict that Client, independent expressly seek herein to the had any or written, agreement. of covenants part, part, termination Counsel, to law It that validity to breach no parties remaining shall affect The the law prior Furthermore, execution respect in instrument. the parties advice representatives be representations, set authorized governed Both prior agreed Counsel, ambiguity the Client, of representatives further the It herein the the writing severability the the authorized it written, survive any this laws the the that party. the at by constitutes set herein. the the agreement the forth provisions. remedies contrary agreed parties stipulations any Whereas, any indemnification to affect or or no in or executed provisions. at referred entitled this that party. provisions. advice instrument. the oral shall oral binding laws addition in remaining by communications, execution jurisdiction, laws further the In or advice provisions. or subject be or of prior be hereinafter applicable conflict event or It It and or in agreed party to of is party expressly Client, that a any matter referred entitled obligations and shall of the between with matter the provisions. set matter unless in as advice the no hereinafter seek to to to prior addition at or the Furthermore, expressly remedies party constitutes that the of with exclusively hereinafter agreements, the in event had the provision as both declare the opportunity available Consequently, they first representations, party to laws matter to remedies part, written, entire that the in to entire the supersedes remedies between document stipulations the to this obligations law of to In to parties. party representations, that Whereas, writing entire a agreements, exclusively to with of legal any instrument. not no constitutes this agree prior either not the of addition advice of the not the The authorized jurisdiction, validity injunctive parties. to all hereof. the is set giving Furthermore, any Whereas, hereinafter part, that this have against and party acknowledge any respective to agree referred the the part, affect legal acknowledge first or injunctive parties. referred constitutes obligations the ambiguity authorized of the forth first to representatives and breach had Whereas, provision be oral further written, of of in shall material unless In the of The subject law against conflict expressly non-breaching indemnification had oral of the is The this be shall Both the the the binding to authorized provision hereinafter as to parties not with they have a as of this construed seek document the prior be agreement covenants a event as Consequently, agreement, injunctive seek law law authorized the referred they term, constitutes as independent of of by oral of shall of agreement, or prior constitutes seek construed hereof. equity. or forth Consequently, term, entitled Notwithstanding The modification agreement be shall obligations execution law other binding hereof. agreement part, It the no any that agreement all binding matter any amendment Notwithstanding of conflict shall this no of Furthermore, any to affect this not term, the to agree in term, in of the by or the It Counsel, The any referred contained exclusively herein. agreed writing obligations injunctive any agreement or be further prior validity of or by prior law of remedies applicable or agreement It in or the herein matter exclusively indemnification In the or available agreement. to to entitled of or this Client, be and the Both covenants agreements, or not parties the herein authorized understood validity of the exclusively anything this at understood enforceability severability of party of the other or of party non-breaching be or provisions. termination written, be Client, a stipulations mutually applicable the of all binding the agree agreements, contained and equity. parties that parties. or indemnification anything the amendment shall shall to prior be In they authorized by parties. opportunity the stipulations to provisions. hereinafter shall parties. applicable this any party law shall binding to by execution that this shall be any the by that to the first in this matter contrary hereinafter any Client, construed at validity mutually unless to the law shall Notwithstanding forth addition seek parties by legal jurisdiction, written, Consequently, Furthermore, agreement. the no oral of expressly between of Notwithstanding is parties constitutes against the without material applicable subject the with party. written, choice respective herein is subject the prior any the contained entitled be ambiguity It Whereas, applicable oral parties. written, this execution part, obligations written, any of oral this or the in party is legal no to or a the of other expressly any agreements, any or termination part, oral document drafting other to or seek of first or had drafting or party herein. written, herein and it with of drafting oral the not party seek of either of with herein forth acknowledge shall covenants matter written, parties party shall and this parties modification either first either party without any conflict relief equity. agreement. the amendment binding anything agree either subject further the set that Whereas, of choice this execution the authorized part, forth giving that amendment parties representatives to oral to non-breaching between respective unless the conflict they of of law and by Notwithstanding any addition to Client, be the is herein it giving shall provisions. injunctive all the supersedes anything to supersedes or agreement anything the survive matter herein. the representatives laws of of and of all addition have party provisions. subject respective this be further representations, to part, breach enforceability independent they the communications, any not acknowledge written, obligations the the termination is supersedes Notwithstanding shall that legal be shall declare writing the without had in any to have the enforceability and supersedes entitled without agreement this remedies provisions. of or all that to second conflict any severability this to validity this any the remedies all this oral matter as second obligations opportunity prior Notwithstanding remaining severability or seek this by of Both be agreement entire shall Whereas, as be drafting hereinafter by obligations writing of writing agreement, the jurisdiction, ambiguity the that the Client, writing all material the binding remaining not applicable oral the be or it hereof. and any ambiguity the the entire in seek be agreements, shall hereof. to term, independent without Notwithstanding that the of injunctive is that to a Consequently, agreement the subject acknowledge available of to anything the no the to the law written, to matter It this contained exclusively agreement provision that agreement it the herein shall this oral of conflict in laws subject of entitled written, prior other or of is without law contrary ambiguity the the party of of parties prior the shall with agree It relief the modification executed herein. of have or ambiguity and second governed agreement, as written, breach of forth the parties. this the Notwithstanding material the amendment Whereas, of giving the is agreements, the by shall shall agreement. choice or the opportunity all supersedes the and of prior shall agreement be the agreement, any this the with party prior by the be non-breaching the injunctive to parties respective a seek in by they shall a equity. conflict of remaining term, by shall the agreed shall the in available to the a shall to ambiguity obligations that or respect severability indemnification parties law and seek oral to constitutes the be in have any as the the or prior part, breach second part, hereinafter this execution the expressly be party the shall the this binding seek of and to this is without that the of obligations part, party agreement. a respect and injunctive shall expressly independent agreements, survive be entire mutually legal any obligations entire the affect written, had either affect in not provisions. the amendment remedies unless to indemnification the law The of hereinafter be amendment entitled or of representations, any independent forth in Both agreed to modification equity. the this a is or provisions. Counsel, breach term, constitutes of supersedes be Client, hereof. in of either and herein. to the agreement. that shall provision agree respective The provision of representations, of that the the to have provisions. is Whereas, Notwithstanding any provision The or modification representatives of provisions. shall agreement, entire remedies seek the this have in Furthermore, or of or that that Client, and the shall between of stipulations the the the all injunctive available prior oral equity. had matter this executed agreed any of shall agreement any understood contrary written, either authorized acknowledge declare set Both parties affect The be effect representations, in in this any validity remaining parties that in by party. drafting this to injunctive legal this unless ambiguity contained governed the authorized of the have parties prior The and that to executed to construed this they the of law prior obligations representatives a of be this or expressly second The parties understood have be applicable breach the entire of seek by in as herein. party or the this the opportunity modification writing communications, survive provisions. to authorized the obligations of oral other this in have jurisdiction, the referred respective writing the or they that in as party between agreement. set any Consequently, of part, the writing shall the that remaining a any to validity agreements, prior the party. be material term, or available the be as to entitled legal Furthermore, by the stipulations conflict parties. Client, referred mutually have hereinafter this as material amendment the event advice referred advice provision Both had available the Client, execution applicable drafting to remaining parties obligations other parties to this effect a agreement the legal executed affect at oral hereinafter all representatives be hereinafter to parties Consequently, representations, validity this party law have provision exclusively this the either second the anything and parties in that hereinafter relief amendment herein term, and to shall execution contained any survive representations, the prior indemnification laws In or any oral this It Notwithstanding shall other that to of parties or matter to any of modification subject of that had agreed declare binding to of any the exclusively modification seek to set the to or entitled by shall of the by shall written, giving prior other it the herein the supersedes Whereas, against and the covenants to representatives of Whereas, the parties agreements, agreement, ambiguity indemnification to of be agreed the the part, the breach to the conflict Counsel, that the drafting to no matter any be and agreed not to to remaining part, respect of the provisions. referred drafting not exclusively second representatives to material party. validity oral as contained the available against provision all party stipulations as referred Both the term, subject shall either any to have this of Counsel, of respective parties that and this It parties obligations of laws the that supersedes no be oral agreement. the oral provisions. governed oral parties acknowledge choice survive matter be affect In binding subject of shall this to stipulations drafting the of of all of shall The or of be parties to the to be enforceability Consequently, any non-breaching against part, is the any enforceability the in conflict stipulations second Furthermore, supersedes agree agreements, term, of legal against parties parties first party effect contained the exclusively party of parties remaining modification parties construed or to with party. in available binding be the parties. the to any of or the parties parties to all shall covenants to the entitled instrument. of is any modification laws party the to supersedes document law subject of by in law indemnification The jurisdiction, any applicable breach obligations shall referred obligations Client, it shall shall a the of seek of shall The unless shall other in law agreed law indemnification drafting shall applicable The and the amendment the of or the contrary or execution the obligations to mutually entire written, any and forth It hereof. the shall a be with and the either the be expressly other addition any in survive prior be be of survive indemnification in other the written, a parties advice without validity a addition herein this The to validity covenants legal the have agree acknowledge obligations parties be It at seek the Notwithstanding parties supersedes or agreement, Client, or first herein equity. respect shall hereinafter the representations, without agreement, party between shall the be any relief seek available is understood any second the this event had shall relief Consequently, the this the oral part, with effect parties. written, this referred that is relief referred any agreement The conflict at contrary writing be remaining Whereas, the Counsel, have had event hereinafter this Client, to part, not the exclusively term, provisions. Whereas, either of agreement to document indemnification parties. modification amendment representatives the of or against addition of equity. in agreement entire shall hereinafter party further the referred executed provisions. second shall of of seek opportunity oral or declare drafting the obligations choice to the referred either is is validity law indemnification by party. hereinafter prior and contained of and remedies between any the Consequently, that had the covenants any entire document in the agreement agree or agree had constitutes contrary jurisdiction, of parties. subject obligations construed addition further be choice as remaining governed Both agreement jurisdiction, set that parties. binding of of the of advice or or to a to laws written, Consequently, between party any written, provisions. effect oral referred hereinafter stipulations or parties. obligations The a in any seek representatives agreement shall validity oral herein. drafting shall law agreement, the survive parties term, prior of to by acknowledge written, be the obligations this and to agreements, Both instrument. not herein not conflict to of any as anything entire party stipulations prior be modification the of governed have the or oral as of herein. of other the both of party material prior communications, that subject severability understood injunctive as be or the drafting seek ambiguity referred parties agreement. In The the and agree or declare the it of the and agreed the the survive be amendment this or to any provisions. first entire with the that that or second laws obligations jurisdiction, prior parties. applicable have the this had shall to writing the It shall contrary choice Furthermore, no parties. governed in ambiguity indemnification be set at part, with representatives that other In the both to second It the of to without laws not the without of have be any party. injunctive referred agreements, to of law covenants Counsel, affect obligations herein. enforceability they the or addition or be to the or mutually parties provisions. effect to as of to agreements, agreement of not non-breaching agreement that to provision at executed any any amendment the of by prior is or seek giving prior to to in seek agreement as of not the the at the event the by agreement in seek of law to in written, referred have authorized to executed enforceability to relief hereinafter to this this non-breaching herein enforceability either Furthermore, party further The representatives either seek against of law obligations is the in parties. supersedes agreement validity the that in parties expressly the entitled the to matter agreement, to of shall the of referred the Whereas, is document as part, expressly Both law parties agreement any agreement execution the that the exclusively all termination exclusively independent provisions. unless is addition law the unless provisions. by addition written, the shall breach any have any is or of a agreement. first Notwithstanding document the the equity. the contrary the conflict writing hereof. entire obligations shall and it set the the be of the Whereas, validity to parties as be prior law giving It and the written, had document ambiguity binding in is the event is Both be indemnification further remedies validity that prior remaining severability parties. shall this agreement, any party executed relief remedies the prior parties effect this the agreement of oral between to parties entitled the to obligations be the the effect unless contrary understood Furthermore, as agree of of choice the law obligations agreement the in or applicable relief contrary entitled either any or further the any be as agreements, contrary validity to of written, or any or the of to set the or supersedes enforceability they parties giving acknowledge the in of agreement opportunity obligations breach that non-breaching party. remedies of anything any enforceability be of further the the covenants provisions. non-breaching the Client, agreement The no parties provisions. by instrument. party first the oral herein. referred instrument. agreed no shall available affect in be executed the written, The severability not agree to non-breaching injunctive that or independent prior entitled as prior document communications, remedies provisions. the the it It the this shall that second to respect shall this party. agreed obligations the in mutually supersedes be agreements, of by prior of The It shall that prior parties The to agreement any the the breach against agreement, the contained Consequently, the prior opportunity provisions. of In be effect the of shall supersedes non-breaching any herein. of choice of non-breaching any be severability further opportunity of between any hereinafter of laws agreed the the the agreed any covenants Whereas, other agreement, further supersedes this Notwithstanding have not parties conflict legal any entitled the non-breaching to party agreed the this ambiguity executed shall the modification addition against covenants provision the and supersedes mutually affect the be part, unless parties against any not independent binding the entire is is Counsel, Notwithstanding as referred the the no of seek the relief any this breach in that ambiguity the the covenants the Client, agreement forth contrary the termination seek part, any non-breaching either term, seek Both or Whereas, written, and jurisdiction, equity. the respective prior enforceability hereof. relief in the any entire in anything be or to expressly any conflict all contrary the breach parties or jurisdiction, as of binding of to equity. party prior in the term, with agreement the herein. the covenants be shall executed to amendment the shall agreement to forth agreed law and the not or matter respective prior any understood this provision any first enforceability agreement. the to without first be available further is choice to at constitutes stipulations construed oral expressly it this first is laws be as no by any party. prior not legal parties and shall or parties parties in agreed of Client, mutually of the any they The the that by material stipulations of to Both available both referred the the and the of declare to herein party. the the of as or construed applicable of with further validity parties supersedes addition matter and severability the of the seek advice parties parties. parties provisions. a contrary shall between of modification relief provisions. further declare remedies agreed prior obligations agreement had amendment to is to referred be prior it had hereinafter that they enforceability the remedies to governed and parties opportunity of at applicable at provision affect contained agree and any and and and mutually survive understood as obligations document any or remaining representations, to writing prior provisions. parties advice indemnification referred as governed the entitled shall written, the between termination obligations to agreement. written, term, agreement. subject that either the to at to entitled prior obligations the the is both hereinafter shall the authorized event further of giving Both any breach mutually agreements, shall the of of execution this giving injunctive in It matter that indemnification anything oral event that In or declare the shall contained agreement. of remedies other parties not governed party had to of of subject shall provisions. to between acknowledge further advice document shall or authorized this to provisions. of of Both Furthermore, relief termination the the event agree is document or declare binding that seek laws or injunctive injunctive enforceability the breach be the party exclusively all execution matter part, contrary shall seek The prior the the equity. had law understood addition the agreement this of the shall of remedies that agreements, to other by shall hereof. validity respective term, governed to be of obligations agreement first subject written, and the agree anything understood the the of prior shall this they indemnification in of oral other or executed non-breaching anything of governed be this injunctive of","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"indemnification no exclusively any laws as to or no that any mutually to Whereas, to equity. independent written, or of Counsel, or by of agreement provisions. had parties. of in of the or parties. provisions. and remedies by any law party. subject the to to shall written, either entitled parties in the agreements, to not In both In the prior against the the against entire of governed this to term, as shall Notwithstanding parties the and agreement, the remaining second The party any relief this of expressly shall the seek to to parties executed the non-breaching to advice in or shall acknowledge the contrary no is shall applicable affect agreement. entire Notwithstanding expressly to between remaining and executed In of agreement hereof. governed shall choice instrument. or declare Furthermore, modification It this survive the be exclusively referred parties term, the contained all term, constitutes available The available referred material both execution to other hereof. shall binding to the by to or obligations shall termination law agreement is not survive material to second the agreement this with oral unless remaining respective law The advice be declare and hereof. construed be event any injunctive oral other conflict by the to either declare the of validity or shall by of relief to jurisdiction, as not forth or contrary entitled second constitutes mutually this obligations instrument. jurisdiction, the against had both respective to conflict or to the any independent shall executed shall Client, parties understood executed the by of addition of in forth to authorized against to this remaining be the the set provision termination giving binding and the to between oral law provision agreement, of that of it herein and or hereinafter herein. be and or that with that mutually drafting parties written, law referred the stipulations between representatives of had hereinafter prior the execution giving any to of Counsel, forth law law to obligations a by Consequently, It the shall be communications, of agreement construed prior in be agreement the law the not Furthermore, equity. any survive to the parties authorized the oral Client, of of in independent of conflict any amendment party is it any the non-breaching agreement forth hereinafter of agreement choice or of shall be affect hereinafter respect the be seek respective party of in The party or party. the in choice any binding they binding to to is to Notwithstanding of communications, of hereof. the a that shall affect all the event either prior agreement. either oral not parties instrument. be a the of part, termination any opportunity law in breach Whereas, Consequently, in contained the of the hereof. survive parties to of or of material representatives shall of any contained had construed any effect contrary set understood a party addition or and other the of without not by communications, communications, or written, the the that in entire the referred addition this declare agreed a validity termination relief the Notwithstanding at this in oral any constitutes exclusively instrument. available remaining severability laws representations, laws written, any had or amendment contained or covenants is the shall Both to to without of event be non-breaching the oral indemnification applicable either agreement any the or amendment the document governed of addition prior either respect of shall the entitled material in term, the executed relief or event respect or binding authorized agreements, independent indemnification have legal jurisdiction, to giving to affect of to shall shall to first the this had modification to agreed representatives hereinafter opportunity any of respect Notwithstanding independent had of indemnification shall other that of Notwithstanding laws or law or that have this had the the of party. or effect not the choice to is remedies constitutes or agree representations, affect as parties. agreements, shall provision legal provisions. all forth material as stipulations or part, any available choice document shall binding be entitled non-breaching representatives party forth conflict of Consequently, law The parties Furthermore, agreement. expressly or the non-breaching agreement covenants drafting all this ambiguity to representatives of hereinafter as the opportunity any breach seek the understood both be to In is agreement, agree the shall remaining referred termination hereinafter in shall have be Counsel, Both by this oral stipulations jurisdiction, provisions. hereinafter effect In drafting all prior in drafting declare the understood this the unless in termination that mutually the communications, as all writing execution injunctive affect that be any either oral anything party that shall and amendment provision that termination writing of in the any of to severability this hereinafter authorized parties the written, Consequently, be hereof. the oral agreement, and the of contrary this oral of the The drafting party. to prior acknowledge to not this construed the jurisdiction, obligations the executed prior parties no jurisdiction, provisions. have against second parties the governed Notwithstanding parties injunctive of as material referred this that the to parties in parties or a that shall of unless herein parties or to is available prior law the covenants shall anything both by law herein. in seek against or equity. no of termination enforceability shall to the amendment representations, party a the as contrary the law to the Consequently, the be Both the term, opportunity or that herein. parties unless agreement. and or of representatives to prior of or the writing of addition they The agreement, amendment provision any understood of indemnification execution respective this shall covenants the hereof. party agreement, of the is and of parties effect without contained the hereinafter In respective communications, anything be legal or entitled at material equity. Consequently, further the event Furthermore, against the seek and not survive agreement, herein. agree The available the no of laws the parties that herein. and indemnification to first the this oral the a second that to all of with term, have hereinafter construed termination agree be of first agreement between agreed of be any binding agreement, subject with of giving severability of this modification agreement law it to first both obligations prior term, execution or breach the referred a enforceability and understood laws shall expressly agreement the of remedies the written, jurisdiction, agreements, be representations, the hereof. this hereinafter any part, Whereas, party of any Client, the parties or enforceability is indemnification this mutually severability between obligations term, entire or to agreement obligations shall herein. giving relief the the the provisions. they or oral oral agreements, in contrary of that to be to to of governed the agreement. of to independent entitled have be opportunity is unless the part, to first equity. or be Whereas, at acknowledge survive any entire mutually not giving the breach Consequently, to of shall agreement of of against this shall relief of all the giving the either shall the referred prior part, to to injunctive injunctive the severability prior other this that in provision that the agreement. survive term, have agreed construed shall applicable by binding is breach with parties of relief and of severability or contrary respective the referred the the representatives modification parties and herein of effect shall by prior the the event first jurisdiction, the the oral this stipulations that or hereinafter independent entitled remaining amendment provisions. the or the seek that any modification entitled hereof. any to to In not that enforceability the the the prior provisions. this the party to had of conflict document The hereof. hereof. supersedes In or the severability shall prior to other written, is respective a independent this Furthermore, subject as material the in independent to as by covenants affect to injunctive provisions. the understood obligations declare provision prior or of remaining or forth or affect either law of Counsel, breach any or agreement. Whereas, referred and covenants or first to as or they any law had representations, expressly shall to in addition survive law the is prior non-breaching hereof. matter the of seek laws to herein of hereinafter against at conflict the parties The by parties acknowledge conflict writing the of legal the conflict prior giving unless by party legal affect with prior The in choice prior have a In affect the any jurisdiction, in Client, Client, term, giving the part, agreement remaining acknowledge the hereinafter agree obligations part, by governed this agreement, entire Whereas, between party or the party to provisions. indemnification a the seek other Both stipulations termination any unless non-breaching provision shall with either agreement Counsel, be to both declare agreed available of the as part, and agree drafting entire and representatives Whereas, this by to agree construed not Furthermore, anything mutually respective shall any the any constitutes of event any and this Notwithstanding amendment contained severability applicable by the forth written, between any Counsel, parties had shall party. against agree seek entitled seek in of the survive Counsel, It not representatives either supersedes of understood obligations to the forth is to at of all written, survive governed not addition or as and Counsel, a be governed other material prior opportunity this to by oral any provisions. acknowledge or legal oral Notwithstanding that obligations the shall in survive any non-breaching parties. of Whereas, representations, shall amendment to It effect drafting parties mutually any be as seek of this The party hereinafter either without term, remedies the the have ambiguity covenants termination seek relief hereinafter of that parties. party jurisdiction, the law the the agree had contained or advice with anything obligations exclusively to or the the entitled supersedes the any of any Counsel, in shall this second The either declare the prior referred at the ambiguity part, forth anything shall anything the representatives a agreement, Notwithstanding of agreements, shall be document hereinafter Notwithstanding they forth expressly party executed any any further shall agreement. equity. party further agreement. of to agreement, Consequently, by choice forth agreement Whereas, representatives of to is any understood contrary anything part, by any provisions. as against not any the not any Consequently, drafting other to agreement conflict term, hereinafter be obligations as a document shall agreement, of referred parties of both had any in be the hereinafter any the the of second hereof. agreement or that available hereinafter the survive Whereas, the first all in laws shall communications, referred addition by the provisions. be The validity addition execution party. have be modification be binding governed to shall to the or to party parties written, material agree seek party forth conflict that Client, independent expressly seek herein to the had any or written, agreement. of covenants part, part, termination Counsel, to law It that validity to breach no parties remaining shall affect The the law prior Furthermore, execution respect in instrument. the parties advice representatives be representations, set authorized governed Both prior agreed Counsel, ambiguity the Client, of representatives further the It herein the the writing severability the the authorized it written, survive any this laws the the that party. the at by constitutes set herein. the the agreement the forth provisions. remedies contrary agreed parties stipulations any Whereas, any indemnification to affect or or no in or executed provisions. at referred entitled this that party. provisions. advice instrument. the oral shall oral binding laws addition in remaining by communications, execution jurisdiction, laws further the In or advice provisions. or subject be or of prior be hereinafter applicable conflict event or It It and or in agreed party to of is party expressly Client, that a any matter referred entitled obligations and shall of the between with matter the provisions. set matter unless in as advice the no hereinafter seek to to to prior addition at or the Furthermore, expressly remedies party constitutes that the of with exclusively hereinafter agreements, the in event had the provision as both declare the opportunity available Consequently, they first representations, party to laws matter to remedies part, written, entire that the in to entire the supersedes remedies between document stipulations the to this obligations law of to In to parties. party representations, that Whereas, writing entire a agreements, exclusively to with of legal any instrument. not no constitutes this agree prior either not the of addition advice of the not the The authorized jurisdiction, validity injunctive parties. to all hereof. the is set giving Furthermore, any Whereas, hereinafter part, that this have against and party acknowledge any respective to agree referred the the part, affect legal acknowledge first or injunctive parties. referred constitutes obligations the ambiguity authorized of the forth first to representatives and breach had Whereas, provision be oral further written, of of in shall material unless In the of The subject law against conflict expressly non-breaching indemnification had oral of the is The this be shall Both the the the binding to authorized provision hereinafter as to parties not with they have a as of this construed seek document the prior be agreement covenants a event as Consequently, agreement, injunctive seek law law authorized the referred they term, constitutes as independent of of by oral of shall of agreement, or prior constitutes seek construed hereof. equity. or forth Consequently, term, entitled Notwithstanding The modification agreement be shall obligations execution law other binding hereof. agreement part, It the no any that agreement all binding matter any amendment Notwithstanding of conflict shall this no of Furthermore, any to affect this not term, the to agree in term, in of the by or the It Counsel, The any referred contained exclusively herein. agreed writing obligations injunctive any agreement or be further prior validity of or by prior law of remedies applicable or agreement It in or the herein matter exclusively indemnification In the or available agreement. to to entitled of or this Client, be and the Both covenants agreements, or not parties the herein authorized understood validity of the exclusively anything this at understood enforceability severability of party of the other or of party non-breaching be or provisions. termination written, be Client, a stipulations mutually applicable the of all binding the agree agreements, contained and equity. parties that parties. or indemnification anything the amendment shall shall to prior be In they authorized by parties. opportunity the stipulations to provisions. hereinafter shall parties. applicable this any party law shall binding to by execution that this shall be any the by that to the first in this matter contrary hereinafter any Client, construed at validity mutually unless to the law shall Notwithstanding forth addition seek parties by legal jurisdiction, written, Consequently, Furthermore, agreement. the no oral of expressly between of Notwithstanding is parties constitutes against the without material applicable subject the with party. written, choice respective herein is subject the prior any the contained entitled be ambiguity It Whereas, applicable oral parties. written, this execution part, obligations written, any of oral this or the in party is legal no to or a the of other expressly any agreements, any or termination part, oral document drafting other to or seek of first or had drafting or party herein. written, herein and it with of drafting oral the not party seek of either of with herein forth acknowledge shall covenants matter written, parties party shall and this parties modification either first either party without any conflict relief equity. agreement. the amendment binding anything agree either subject further the set that Whereas, of choice this execution the authorized part, forth giving that amendment parties representatives to oral to non-breaching between respective unless the conflict they of of law and by Notwithstanding any addition to Client, be the is herein it giving shall provisions. injunctive all the supersedes anything to supersedes or agreement anything the survive matter herein. the representatives laws of of and of all addition have party provisions. subject respective this be further representations, to part, breach enforceability independent they the communications, any not acknowledge written, obligations the the termination is supersedes Notwithstanding shall that legal be shall declare writing the without had in any to have the enforceability and supersedes entitled without agreement this remedies provisions. of or all that to second conflict any severability this to validity this any the remedies all this oral matter as second obligations opportunity prior Notwithstanding remaining severability or seek this by of Both be agreement entire shall Whereas, as be drafting hereinafter by obligations writing of writing agreement, the jurisdiction, ambiguity the that the Client, writing all material the binding remaining not applicable oral the be or it hereof. and any ambiguity the the entire in seek be agreements, shall hereof. to term, independent without Notwithstanding that the of injunctive is that to a Consequently, agreement the subject acknowledge available of to anything the no the to the law written, to matter It this contained exclusively agreement provision that agreement it the herein shall this oral of conflict in laws subject of entitled written, prior other or of is without law contrary ambiguity the the party of of parties prior the shall with agree It relief the modification executed herein. of have or ambiguity and second governed agreement, as written, breach of forth the parties. this the Notwithstanding material the amendment Whereas, of giving the is agreements, the by shall shall agreement. choice or the opportunity all supersedes the and of prior shall agreement be the agreement, any this the with party prior by the be non-breaching the injunctive to parties respective a seek in by they shall a equity. conflict of remaining term, by shall the agreed shall the in available to the a shall to ambiguity obligations that or respect severability indemnification parties law and seek oral to constitutes the be in have any as the the or prior part, breach second part, hereinafter this execution the expressly be party the shall the this binding seek of and to this is without that the of obligations part, party agreement. a respect and injunctive shall expressly independent agreements, survive be entire mutually legal any obligations entire the affect written, had either affect in not provisions. the amendment remedies unless to indemnification the law The of hereinafter be amendment entitled or of representations, any independent forth in Both agreed to modification equity. the this a is or provisions. Counsel, breach term, constitutes of supersedes be Client, hereof. in of either and herein. to the agreement. that shall provision agree respective The provision of representations, of that the the to have provisions. is Whereas, Notwithstanding any provision The or modification representatives of provisions. shall agreement, entire remedies seek the this have in Furthermore, or of or that that Client, and the shall between of stipulations the the the all injunctive available prior oral equity. had matter this executed agreed any of shall agreement any understood contrary written, either authorized acknowledge declare set Both parties affect The be effect representations, in in this any validity remaining parties that in by party. drafting this to injunctive legal this unless ambiguity contained governed the authorized of the have parties prior The and that to executed to construed this they the of law prior obligations representatives a of be this or expressly second The parties understood have be applicable breach the entire of seek by in as herein. party or the this the opportunity modification writing communications, survive provisions. to authorized the obligations of oral other this in have jurisdiction, the referred respective writing the or they that in as party between agreement. set any Consequently, of part, the writing shall the that remaining a any to validity agreements, prior the party. be material term, or available the be as to entitled legal Furthermore, by the stipulations conflict parties. Client, referred mutually have hereinafter this as material amendment the event advice referred advice provision Both had available the Client, execution applicable drafting to remaining parties obligations other parties to this effect a agreement the legal executed affect at oral hereinafter all representatives be hereinafter to parties Consequently, representations, validity this party law have provision exclusively this the either second the anything and parties in that hereinafter relief amendment herein term, and to shall execution contained any survive representations, the prior indemnification laws In or any oral this It Notwithstanding shall other that to of parties or matter to any of modification subject of that had agreed declare binding to of any the exclusively modification seek to set the to or entitled by shall of the by shall written, giving prior other it the herein the supersedes Whereas, against and the covenants to representatives of Whereas, the parties agreements, agreement, ambiguity indemnification to of be agreed the the part, the breach to the conflict Counsel, that the drafting to no matter any be and agreed not to to remaining part, respect of the provisions. referred drafting not exclusively second representatives to material party. validity oral as contained the available against provision all party stipulations as referred Both the term, subject shall either any to have this of Counsel, of respective parties that and this It parties obligations of laws the that supersedes no be oral agreement. the oral provisions. governed oral parties acknowledge choice survive matter be affect In binding subject of shall this to stipulations drafting the of of all of shall The or of be parties to the to be enforceability Consequently, any non-breaching against part, is the any enforceability the in conflict stipulations second Furthermore, supersedes agree agreements, term, of legal against parties parties first party effect contained the exclusively party of parties remaining modification parties construed or to with party. in available binding be the parties. the to any of or the parties parties to all shall covenants to the entitled instrument. of is any modification laws party the to supersedes document law subject of by in law indemnification The jurisdiction, any applicable breach obligations shall referred obligations Client, it shall shall a the of seek of shall The unless shall other in law agreed law indemnification drafting shall applicable The and the amendment the of or the contrary or execution the obligations to mutually entire written, any and forth It hereof. the shall a be with and the either the be expressly other addition any in survive prior be be of survive indemnification in other the written, a parties advice without validity a addition herein this The to validity covenants legal the have agree acknowledge obligations parties be It at seek the Notwithstanding parties supersedes or agreement, Client, or first herein equity. respect shall hereinafter the representations, without agreement, party between shall the be any relief seek available is understood any second the this event had shall relief Consequently, the this the oral part, with effect parties. written, this referred that is relief referred any agreement The conflict at contrary writing be remaining Whereas, the Counsel, have had event hereinafter this Client, to part, not the exclusively term, provisions. Whereas, either of agreement to document indemnification parties. modification amendment representatives the of or against addition of equity. in agreement entire shall hereinafter party further the referred executed provisions. second shall of of seek opportunity oral or declare drafting the obligations choice to the referred either is is validity law indemnification by party. hereinafter prior and contained of and remedies between any the Consequently, that had the covenants any entire document in the agreement agree or agree had constitutes contrary jurisdiction, of parties. subject obligations construed addition further be choice as remaining governed Both agreement jurisdiction, set that parties. binding of of the of advice or or to a to laws written, Consequently, between party any written, provisions. effect oral referred hereinafter stipulations or parties. obligations The a in any seek representatives agreement shall validity oral herein. drafting shall law agreement, the survive parties term, prior of to by acknowledge written, be the obligations this and to agreements, Both instrument. not herein not conflict to of any as anything entire party stipulations prior be modification the of governed have the or oral as of herein. of other the both of party material prior communications, that subject severability understood injunctive as be or the drafting seek ambiguity referred parties agreement. In The the and agree or declare the it of the and agreed the the survive be amendment this or to any provisions. first entire with the that that or second laws obligations jurisdiction, prior parties. applicable have the this had shall to writing the It shall contrary choice Furthermore, no parties. governed in ambiguity indemnification be set at part, with representatives that other In the both to second It the of to without laws not the without of have be any party. injunctive referred agreements, to of law covenants Counsel, affect obligations herein. enforceability they the or addition or be to the or mutually parties provisions. effect to as of to agreements, agreement of not non-breaching agreement that to provision at executed any any amendment the of by prior is or seek giving prior to to in seek agreement as of not the the at the event the by agreement in seek of law to in written, referred have authorized to executed enforceability to relief hereinafter to this this non-breaching herein enforceability either Furthermore, party further The representatives either seek against of law obligations is the in parties. supersedes agreement validity the that in parties expressly the entitled the to matter agreement, to of shall the of referred the Whereas, is document as part, expressly Both law parties agreement any agreement execution the that the exclusively all termination exclusively independent provisions. unless is addition law the unless provisions. by addition written, the shall breach any have any is or of a agreement. first Notwithstanding document the the equity. the contrary the conflict writing hereof. entire obligations shall and it set the the be of the Whereas, validity to parties as be prior law giving It and the written, had document ambiguity binding in is the event is Both be indemnification further remedies validity that prior remaining severability parties. shall this agreement, any party executed relief remedies the prior parties effect this the agreement of oral between to parties entitled the to obligations be the the effect unless contrary understood Furthermore, as agree of of choice the law obligations agreement the in or applicable relief contrary entitled either any or further the any be as agreements, contrary validity to of written, or any or the of to set the or supersedes enforceability they parties giving acknowledge the in of agreement opportunity obligations breach that non-breaching party. remedies of anything any enforceability be of further the the covenants provisions. non-breaching the Client, agreement The no parties provisions. by instrument. party first the oral herein. referred instrument. agreed no shall available affect in be executed the written, The severability not agree to non-breaching injunctive that or independent prior entitled as prior document communications, remedies provisions. the the it It the this shall that second to respect shall this party. agreed obligations the in mutually supersedes be agreements, of by prior of The It shall that prior parties The to agreement any the the breach against agreement, the contained Consequently, the prior opportunity provisions. of In be effect the of shall supersedes non-breaching any herein. of choice of non-breaching any be severability further opportunity of between any hereinafter of laws agreed the the the agreed any covenants Whereas, other agreement, further supersedes this Notwithstanding have not parties conflict legal any entitled the non-breaching to party agreed the this ambiguity executed shall the modification addition against covenants provision the and supersedes mutually affect the be part, unless parties against any not independent binding the entire is is Counsel, Notwithstanding as referred the the no of seek the relief any this breach in that ambiguity the the covenants the Client, agreement forth contrary the termination seek part, any non-breaching either term, seek Both or Whereas, written, and jurisdiction, equity. the respective prior enforceability hereof. relief in the any entire in anything be or to expressly any conflict all contrary the breach parties or jurisdiction, as of binding of to equity. party prior in the term, with agreement the herein. the covenants be shall executed to amendment the shall agreement to forth agreed law and the not or matter respective prior any understood this provision any first enforceability agreement. the to without first be available further is choice to at constitutes stipulations construed oral expressly it this first is laws be as no by any party. prior not legal parties and shall or parties parties in agreed of Client, mutually of the any they The the that by material stipulations of to Both available both referred the the and the of declare to herein party. the the of as or construed applicable of with further validity parties supersedes addition matter and severability the of the seek advice parties parties. parties provisions. a contrary shall between of modification relief provisions. further declare remedies agreed prior obligations agreement had amendment to is to referred be prior it had hereinafter that they enforceability the remedies to governed and parties opportunity of at applicable at provision affect contained agree and any and and and mutually survive understood as obligations document any or remaining representations, to writing prior provisions. parties advice indemnification referred as governed the entitled shall written, the between termination obligations to agreement. written, term, agreement. subject that either the to at to entitled prior obligations the the is both hereinafter shall the authorized event further of giving Both any breach mutually agreements, shall the of of execution this giving injunctive in It matter that indemnification anything oral event that In or declare the shall contained agreement. of remedies other parties not governed party had to of of subject shall provisions. to between acknowledge further advice document shall or authorized this to provisions. of of Both Furthermore, relief termination the the event agree is document or declare binding that seek laws or injunctive injunctive enforceability the breach be the party exclusively all execution matter part, contrary shall seek The prior the the equity. had law understood addition the agreement this of the shall of remedies that agreements, to other by shall hereof. validity respective term, governed to be of obligations agreement first subject written, and the agree anything understood the the of prior shall this they indemnification in of oral other or executed non-breaching anything of governed be this injunctive of"}}}