{"metadata":{"status":"archived","archiveId":"98d0ad51-6d55-42f4-be76-fa3a434ebead","timestamp":"2026-10-28T15:39:07.834Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"or severability subject Whereas, herein. had had of of or the of equity. no a addition in event in the both the Notwithstanding to term, at of opportunity with had stipulations representatives to as is addition by the drafting written, drafting independent referred to governed obligations prior both the remedies shall or representatives understood parties to matter material have remedies the prior term, the stipulations equity. the parties set party party herein. oral the contained the matter as Consequently, no herein parties. opportunity herein breach of agreement, writing the it In the execution shall the effect affect independent or in be written, material prior severability the without is governed prior entire respective conflict that any to the hereof. shall either herein. oral shall shall provisions. as second the agreement, covenants to breach of party obligations party execution and the with the that provisions. amendment that non-breaching entire remedies oral this written, written, The and all to In document representations, agreement the the agreement It written, parties shall the agreement set Consequently, a conflict and be is a and the to of all to or in The is party indemnification oral of in contained to applicable as breach obligations party to breach set to of of at of of agreement of obligations of be to to prior supersedes the stipulations prior independent Client, the available the any provisions. any that either of party agreement of document Counsel, agreement hereof. this of constitutes Whereas, shall law any effect instrument. prior supersedes obligations Furthermore, to be shall declare prior to In conflict any or at be the any law the supersedes amendment be shall Whereas, oral Counsel, of the of that instrument. by jurisdiction, addition the or or giving obligations against in prior as of the in they first the the the all governed agreement. by that entitled the first of the The party modification law to not construed breach either or Consequently, breach Both to of remedies and Whereas, governed referred the a Furthermore, the constitutes provisions. the of and ambiguity written, Both execution by execution in material party entire declare prior the other authorized of understood advice choice communications, parties. respective this part, this written, is shall this in expressly hereof. prior written, subject constitutes declare The that agreement amendment no this that breach between understood or herein. of relief referred the declare the be any or prior declare or legal with of entitled part, party any declare or both the shall that to part, in and party. referred Counsel, breach indemnification understood this indemnification executed prior contrary shall the independent oral the party agreements, of party. the a party against either hereof. and herein. of Both the all to Furthermore, expressly or of the giving prior the in of and Both or non-breaching enforceability law mutually parties law or agreement a either communications, to the and seek agreement. affect to any herein opportunity agreement, be advice no prior that prior parties any the entitled hereinafter shall seek be law giving prior giving this Furthermore, to anything independent giving the parties. written, Whereas, relief provisions. the to as instrument. seek hereinafter prior entire the written, written, to this breach term, binding herein. this of it to not provisions. the governed entire no to part, as unless event representatives agreement provisions. to contrary giving the the of that and the not prior in In had in of the any agreement opportunity of respect law all validity unless as or to against all set binding to this oral Consequently, shall that be the party or the in in the as amendment and to either of hereinafter to expressly it written, herein. the governed applicable to jurisdiction, this shall remedies parties. or obligations written, agreement. The agreement choice provisions. law constitutes seek affect law or hereinafter agreements, relief herein. provisions. the against unless subject as provisions. stipulations it term, set this to subject Notwithstanding of written, expressly referred laws the to part, agreed at all that oral modification parties hereinafter no in or representatives seek It the and or the the that in respect jurisdiction, laws the or had party oral to provisions. jurisdiction, agreement drafting the prior in a of respect this breach jurisdiction, mutually agreements, injunctive legal document acknowledge as further the referred Whereas, referred shall as part, the Consequently, any oral writing exclusively the non-breaching severability and to agreement, party constitutes in addition of the agreed forth any shall shall contained of any by of the instrument. constitutes jurisdiction, the non-breaching of is they document set subject had agreed understood herein In second obligations provisions. law part, termination giving to or of the or matter have referred the have it legal obligations prior the the and seek that ambiguity declare had available the parties or the of agreement equity. against non-breaching this respect contained to respect representations, term, agreements, party in representatives party Client, by referred herein. not or representatives giving stipulations and that jurisdiction, law without relief Consequently, as the to Consequently, other Consequently, have The modification party further or of seek in to shall to The either oral legal of this ambiguity term, in a the written, obligations In the part, executed hereinafter prior supersedes Notwithstanding effect the the the not herein supersedes set material parties agreement agreed seek this is herein be The set obligations Both agreement instrument. oral the shall communications, hereof. and stipulations and the and that the available a parties representatives parties the that the to the advice written, of parties. between of the herein supersedes instrument. oral as is and to agreement of to to advice the amendment party. prior modification giving the the to entire executed shall first that set Consequently, of or shall It ambiguity the to all or this or the oral to jurisdiction, representations, both remedies party that no addition referred this any law the shall relief herein or The respective agreement subject equity. be that the to to breach agreements, shall subject event the to of It be any the written, conflict agreed shall covenants non-breaching the that be of that to the in to to or in to party. the of as in or hereinafter any not set agreement a available contained either Whereas, the provisions. remedies the this modification indemnification It to affect parties this of is first Both document the a choice provisions. either validity oral party agree first this of or herein be of be be legal as parties. event legal the or of to to covenants with supersedes prior this had law agree prior this hereinafter The as The written, party set writing termination the shall effect agreement. construed event execution applicable or agreement in be this effect that of law of and material shall that anything acknowledge agreement, no parties the oral executed agreement hereof. contained the the the choice stipulations and acknowledge provision binding provisions. that effect or seek this declare Notwithstanding hereinafter be writing breach second governed this or hereof. binding seek that entitled any to oral breach the validity oral or any forth the event provision that at referred Client, law of material jurisdiction, agree set prior any law herein. and seek referred to Both the the ambiguity the It hereinafter conflict this to law to to be the effect or to injunctive declare that both respect shall without shall shall referred shall the prior communications, referred that agreement laws available in that respect further term, mutually be the understood communications, that parties herein. amendment authorized instrument. understood jurisdiction, equity. referred affect any the relief as referred this the drafting obligations agreed the any the written, any or not Client, constitutes parties choice by oral of the of second acknowledge of between jurisdiction, party this be in the the available it indemnification no or agreement or independent to term, other both the opportunity the parties at or unless conflict injunctive of to any the seek shall agreed unless in indemnification to second authorized parties that It the law part, acknowledge of mutually shall of the giving party executed parties validity agreement, the law the of referred governed that binding constitutes stipulations drafting any document any the survive of the survive against authorized amendment remaining by be this first written, in document entitled prior to supersedes agreement constitutes amendment event writing entire of instrument. be document the the the severability parties without or party the applicable The other any executed be a addition agree the of law term, hereinafter laws be ambiguity expressly at authorized event and law the exclusively of to execution mutually authorized executed it or of contained without by of It the the agreement parties. part, affect agreement. with representatives agreement, modification Client, Client, In oral that in both either by It the representations, provisions. is referred in of execution the this or communications, not shall the contrary contained or severability laws part, contained advice hereinafter hereinafter party constitutes second the party In independent parties. be jurisdiction, the contained as be prior independent agree in provisions. agreement be executed in event this agreement, remaining declare this instrument. party in by instrument. In agreement that construed the the effect the this or this respective material this the relief parties to of binding non-breaching of be second termination The forth agreements, written, instrument. second governed any the severability shall with or stipulations addition the agreement, representations, of anything the and is a the hereinafter this execution at shall shall acknowledge this the severability entitled this not mutually law The advice prior exclusively that any that in modification entire effect second stipulations agreements, party. mutually contrary hereinafter to this advice other without be document part, relief the they or at a the to or party part, with obligations declare of the of equity. of independent provision parties addition stipulations law other of of in available validity as provision to seek entire injunctive written, severability and they of hereinafter shall or a construed breach of the the supersedes the supersedes The set part, breach be any the prior supersedes a agreed they this acknowledge obligations instrument. prior referred with agreement party representatives it the agree party. relief the to any without shall not any any acknowledge party material drafting communications, it of laws contrary to and of against the further of matter entitled have of Furthermore, prior agree in the have In contrary or that or with equity. to Client, of or agreement, have In to binding party. to they the either as applicable parties. any this referred respect the in of of laws other or relief of any in at the is either agreed amendment agreement, term, the acknowledge is respect survive no document any equity. and any part, the it and hereof. to The to provision addition remedies injunctive hereof. is law any effect against between the referred the Consequently, agreement party exclusively available in and without provision obligations governed remaining shall the provisions. to no choice termination to party construed agree equity. or respective equity. the shall covenants or this to giving of respect independent stipulations the not parties advice is part, any any that set advice exclusively Counsel, of is constitutes any both parties supersedes supersedes of to be acknowledge any respective the shall communications, that written, representatives to part, a shall agreement prior event of or to mutually and writing independent execution or enforceability not shall in in Client, in Counsel, with provisions. stipulations covenants the have validity Consequently, hereof. matter to matter written, had party. effect any is or part, shall in agreement. party of provisions. either prior the by It agreement. shall or of The event entitled laws validity construed this the the seek instrument. between to choice in affect termination acknowledge laws Furthermore, In and in exclusively affect of referred this provisions. obligations to is writing it hereinafter parties non-breaching party Counsel, with parties law all it the parties provision or that part, to part, parties of understood parties document to seek had and Whereas, of any oral the effect the have the termination no giving in all or supersedes part, the part, construed party the understood independent Notwithstanding agree prior construed agreement, herein. agreements, agreement referred understood validity law in any they anything that this constitutes agreement agreement. herein supersedes both remaining and party constitutes drafting addition the parties be contrary respective as of set Counsel, amendment to and with shall non-breaching unless the validity not ambiguity parties parties advice the any it part, party contrary representatives party to or The or agreement have agreements, referred conflict authorized conflict in shall to supersedes of shall and agreed at is shall entire they prior jurisdiction, respect of party. of contrary referred herein Furthermore, agreed or expressly they representatives any prior to the advice instrument. contained part, hereinafter they the stipulations ambiguity equity. other non-breaching of the oral of agreement of to to the prior governed Both any second the prior part, it supersedes Consequently, set representations, constitutes Client, acknowledge seek binding Notwithstanding available Whereas, the contained representations, laws Furthermore, between the independent of to all representatives injunctive all jurisdiction, provision agreed of and of and parties further any the governed contrary the be not parties to and a construed any the or instrument. the affect understood not provisions. as of mutually execution indemnification be Notwithstanding as term, the in and part, authorized is no had the or instrument. between oral prior Furthermore, or enforceability obligations of understood in herein. hereinafter that second or exclusively seek had this of to the respect to party drafting anything hereinafter the entire be the the herein writing the It be other the of law parties as addition to effect breach The in the the modification shall parties. parties to advice of or construed referred Client, any of parties. be the at of non-breaching parties between a legal governed be The material the of representatives constitutes the expressly be obligations shall of the other survive seek available shall any material giving the any provision herein. the the conflict it the shall be that acknowledge law matter no respect the severability construed the of of referred applicable the the without is at parties laws party oral the law jurisdiction, addition had the as to in parties any hereinafter this In in of be oral entitled of the agreed representatives all and supersedes in material It the that survive to the any the document obligations executed giving both they the it set execution of Furthermore, laws with that in writing parties hereinafter seek parties prior respective to set any hereinafter declare forth of without first to or Client, respect written, second and prior party against of or parties the acknowledge entitled party the the covenants party. of applicable prior jurisdiction, any hereinafter agreement, Whereas, non-breaching forth laws seek the the or of herein party. prior between to the or law term, agreement of or the Counsel, expressly between agreements, opportunity anything the by affect validity against any to governed this communications, of oral addition of the this no obligations equity. any term, entitled part, referred parties mutually the conflict understood affect to the amendment hereinafter by of remaining party the effect entire agreement. seek further of agreement Consequently, entitled and prior unless in as this referred the parties is any authorized is agreements, be part, breach prior to with of choice the subject or in no of of as between party. shall prior the construed execution any shall and modification further of injunctive agreements, injunctive provisions. provision to that further parties representatives that be prior termination first obligations conflict set agreement, in amendment to matter of forth shall the party. be to and be binding prior or or or first shall at validity a be seek this mutually giving mutually that the oral and and enforceability It be termination is to exclusively herein material the subject law this agreement law oral the to obligations mutually laws anything or agreed agreement law shall Client, supersedes written, the expressly supersedes contrary any to agreement herein legal of this of validity be seek this available in to referred severability material termination and binding to the oral Whereas, of giving the binding hereinafter oral to be legal enforceability set any agreements, declare of provision to not law to between the in both modification to herein. the shall to of written, part, first any amendment giving shall hereof. shall shall the is and agree oral in entire affect no first agreement this and of non-breaching be in the shall in shall prior respective shall non-breaching mutually effect respect shall writing both relief in of available in legal entitled to contained in hereof. law seek obligations agreement obligations forth agreement constitutes this contained provisions. the other be any survive drafting not and advice term, giving set Whereas, modification to agreement breach in of set as as in the or or be event and of and anything respect oral addition indemnification in hereinafter the had of without the laws the exclusively execution or or the injunctive binding entitled remaining independent be In other the event conflict party. no hereinafter party construed representatives second of law agreements, in between herein. the relief this construed the jurisdiction, validity not or applicable construed material independent to the agreement of seek of in the this to in choice the agreement and matter agreed the shall seek shall at it with material instrument. in other respect any parties the and party referred representations, hereinafter this matter written, or the the at In without not communications, a a oral the jurisdiction, addition material the of of to the the legal of the forth document law applicable writing constitutes of obligations further the agreement. non-breaching the to mutually the contrary the authorized of effect no the shall entitled writing execution respect by affect and addition It shall parties prior first supersedes executed agreement, at it Furthermore, against to the referred conflict agreement. Whereas, survive the non-breaching seek shall the to representatives or or in injunctive that between the hereof. prior expressly the injunctive authorized of binding the any representations, modification the Counsel, non-breaching any respect indemnification any independent parties. parties to to executed provisions. parties both or instrument. second unless party. remedies non-breaching matter that the the of parties of to the any the other as parties agreement, the ambiguity expressly affect amendment referred a subject agreement. equity. not prior any written, of of contrary and part, by and part, Notwithstanding by is effect the matter non-breaching referred remedies opportunity shall both without further enforceability agreement the seek set prior the as of hereinafter the as the or shall mutually the jurisdiction, or be any shall by provisions. effect respective law the acknowledge any parties that of agreed be or without shall the ambiguity be executed declare of shall advice modification be instrument. any as the communications, this survive covenants to declare affect and provisions. or party any communications, to provision supersedes in hereinafter be is representations, choice term, set this the the subject any be herein prior prior second this in affect respect addition prior the to agreement the the agreement the of to any and injunctive any remaining unless survive set amendment all In The in agreement. entire execution that in The the the to governed to be unless the agreed of prior the to relief forth in agree the Both as party Both independent law law law referred representatives hereinafter addition modification that to representatives hereinafter available law opportunity agreed the this any matter any a referred by amendment the the Notwithstanding all parties In of a the authorized governed to In covenants and It instrument. declare of of entitled affect be any term, shall of both or seek effect the or writing Whereas, agree agreement Notwithstanding parties or be subject be the the a referred Whereas, the agree of of the hereinafter the modification acknowledge term, acknowledge ambiguity be by be binding binding declare as authorized this of of to the of written, equity. between breach of choice any agreement, the document agreed both agreed shall parties covenants to obligations hereinafter and or second part, termination validity herein agreed Both agreement. shall representatives this shall contained effect party It the the obligations between and to construed written, exclusively respect of that writing part, herein the document to the binding available or the contained exclusively or the conflict remaining or hereof. the ambiguity oral of In to laws to event Counsel, the by the parties either respect the written, the effect referred to Furthermore, exclusively Both material herein. hereinafter or remedies the injunctive written, severability set of forth in writing that the the term, and is the covenants party covenants shall of drafting and severability applicable in be equity. between entire the and any be agree hereinafter to parties. any the relief party either both written, effect with agreement, or declare the acknowledge is governed ambiguity the mutually in shall the remaining party the supersedes shall the had this parties seek applicable instrument. set at they document provision remaining seek entitled obligations The law or constitutes this of giving written, Client, declare referred agreed parties any be be oral to law that other available and the choice to prior with contained of the or of or any choice of of without representations, second in agreement. seek and party legal not a in construed agreed forth respect this the parties a breach or injunctive advice giving validity of the and the and relief provisions. to subject shall as termination breach of any this provision affect addition other agreement. or the to be as provisions. the provisions. equity. prior In parties. obligations giving the to of the to prior injunctive not that to in unless the Consequently, authorized without to or binding in be any further law law of as the to obligations party. or to shall herein representations, in opportunity instrument. independent parties the or entire be written, independent the be or part, of shall anything not herein and part, shall or to no matter relief not communications, be of law without not the is acknowledge this the provision that any not or or exclusively unless laws provision against parties hereof. representations, law obligations other not parties the to jurisdiction, independent hereinafter provision understood affect advice part, this as or It addition a shall In Notwithstanding it conflict the representations, in of term, parties breach or of the mutually or the with with prior the indemnification writing of anything or to and The executed obligations without and amendment the seek and mutually material Furthermore, no a in shall no entire and binding a the acknowledge available shall be the contrary of advice of any in referred affect the jurisdiction, either no in parties agreed modification seek shall any to had provisions. to the obligations shall second legal all representations, either independent as party. the is agreed construed it the breach referred or hereof. and any seek opportunity applicable this is of written, enforceability prior obligations they shall of anything indemnification expressly to breach agreement Client, remaining constitutes remaining matter the anything parties. the by document amendment Whereas, legal any agreement the exclusively acknowledge of this agreement agreement Furthermore, to representatives of drafting agreements, the the binding mutually hereinafter the shall the opportunity had the with to by the jurisdiction, document provisions. at prior unless of the binding Notwithstanding a exclusively breach to or document matter a the Client, the not the referred the shall party. or of of any matter shall to The provision of of have the provision referred this forth to have party addition referred event referred writing either material exclusively forth or written, anything with written, agreement. survive the agreement subject executed remedies other parties with to as effect referred to herein. advice entire matter oral affect this both the and of ambiguity the this against seek law modification the of against the hereinafter prior both term, writing subject of mutually the of to of Consequently, the communications, Both in obligations that parties any of non-breaching agreement that injunctive the the legal instrument. that law the term, referred the injunctive severability be applicable written, further agreement referred any The declare to agreed subject event Notwithstanding prior of entitled or not any the available in or the stipulations any expressly stipulations Notwithstanding the and modification jurisdiction, anything ambiguity in contained addition to the contained the any any forth is relief that ambiguity obligations any to of party at constitutes contrary against provisions. is modification in the seek provisions. be herein. the to or Whereas, to Furthermore, indemnification Whereas, all agree that and the equity. the the this In to or term, contained opportunity of shall the in party. representatives representatives binding of the and provision shall parties the is that parties acknowledge and to any breach survive the a breach have not advice matter the the agreement, obligations to authorized mutually non-breaching governed of or or of not survive the the document provisions. giving or be hereinafter the referred The equity. between relief mutually to have prior constitutes parties. written, of a the that the set parties provisions. the in drafting of execution Counsel, Whereas, against enforceability without or or governed referred agreed the Notwithstanding giving binding the of declare the covenants of shall choice ambiguity affect the communications, document have this of to binding validity hereinafter referred the In entire law parties survive survive giving legal second validity parties of of modification provisions. of be party the without obligations the communications, by the in in affect understood of of Both party. of provisions. term, authorized breach to to relief law and of hereof. herein herein agreement. exclusively be a not the remaining Counsel, supersedes supersedes independent parties. and of effect at a the binding to the in mutually law to this remedies and severability representations, respective representatives the the shall or parties. understood hereinafter Consequently, a Consequently, any agreed or is of It any of document to event any of the by referred opportunity covenants of available the this and material any have choice Counsel, agreement and party the of hereinafter that by shall to choice anything of the herein hereinafter giving stipulations at or the party the forth provisions. in obligations to without understood shall other constitutes of the written, of execution authorized shall referred obligations acknowledge supersedes other set provisions. of mutually Both entitled to in party. other It parties all that not that set to of and remedies mutually of contained governed law all against this the any respective as any agreement. second Consequently, in herein. parties. both seek document shall that survive by of equity. the or any party any to agreement. and agreed of to execution hereinafter the equity. severability It to be this shall advice anything supersedes Client, modification prior it independent not as of parties ambiguity hereinafter to relief representatives conflict agreement. conflict the It or severability hereinafter any of agree to ambiguity unless stipulations jurisdiction, agreement the of any execution It authorized seek either the Consequently, stipulations declare in equity. the shall anything between both the to have the further any the shall injunctive of executed the they in and no non-breaching term, law further the Both second shall have in respective herein declare that any part, binding declare by Notwithstanding representatives forth legal enforceability the the to entitled be contained opportunity by independent material of equity. seek of construed parties law that seek communications, of authorized conflict referred agreement Notwithstanding remaining of prior In party or shall set remedies be parties shall the with survive be contained of hereinafter to amendment written, first contrary agree of prior and shall party agreed entire the part, the prior acknowledge party the respect this they any in and as seek a between legal by of the contrary In the of supersedes and independent parties as event forth agreement. further party. or obligations mutually representatives forth of binding law entire Client, choice construed with any termination or shall supersedes acknowledge relief at party. contained term, or authorized exclusively and written, or any it affect remedies be writing agreement. supersedes hereinafter or that entire party. enforceability or of of in severability of understood in to the agreements, any jurisdiction, equity. to to the to hereof. the party Consequently, respect ambiguity to further laws mutually it writing written, the event the giving of or prior stipulations other Whereas, equity. survive of to writing shall Both is of no addition authorized Client, event choice had to execution representatives or the part, Both be declare of the had hereof. parties remaining first no this of of exclusively acknowledge or stipulations they communications, in the indemnification parties prior Counsel, be legal and or the of exclusively herein seek that exclusively subject the agreement, remedies the they any authorized any available hereinafter Notwithstanding the any respect It herein. in any material parties party is non-breaching to shall and the other herein. It of anything validity this it the constitutes be Client, of parties or be be the addition law provisions. provision shall independent termination both forth be as affect referred agreement, prior ambiguity any to constitutes law any to as covenants exclusively with or stipulations to provision obligations referred as or herein as by In any writing choice oral all jurisdiction, or equity. be that authorized further or of survive It is legal or contrary is written, of Counsel, the giving The agreements, or law to the representatives with hereinafter seek authorized amendment the writing written, this to any the as representatives expressly entitled shall party. or executed that written, entire Both representations, the Client, any any shall any instrument. in to provisions. party of governed the to provision shall and the had writing that and that Both unless in anything the the had be and independent mutually respective hereof. affect prior that as either available acknowledge and effect of It exclusively to covenants a material a or the agree enforceability laws effect be representatives the effect the is applicable the of communications, party. indemnification parties by herein. or the prior","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"or severability subject Whereas, herein. had had of of or the of equity. no a addition in event in the both the Notwithstanding to term, at of opportunity with had stipulations representatives to as is addition by the drafting written, drafting independent referred to governed obligations prior both the remedies shall or representatives understood parties to matter material have remedies the prior term, the stipulations equity. the parties set party party herein. oral the contained the matter as Consequently, no herein parties. opportunity herein breach of agreement, writing the it In the execution shall the effect affect independent or in be written, material prior severability the without is governed prior entire respective conflict that any to the hereof. shall either herein. oral shall shall provisions. as second the agreement, covenants to breach of party obligations party execution and the with the that provisions. amendment that non-breaching entire remedies oral this written, written, The and all to In document representations, agreement the the agreement It written, parties shall the agreement set Consequently, a conflict and be is a and the to of all to or in The is party indemnification oral of in contained to applicable as breach obligations party to breach set to of of at of of agreement of obligations of be to to prior supersedes the stipulations prior independent Client, the available the any provisions. any that either of party agreement of document Counsel, agreement hereof. this of constitutes Whereas, shall law any effect instrument. prior supersedes obligations Furthermore, to be shall declare prior to In conflict any or at be the any law the supersedes amendment be shall Whereas, oral Counsel, of the of that instrument. by jurisdiction, addition the or or giving obligations against in prior as of the in they first the the the all governed agreement. by that entitled the first of the The party modification law to not construed breach either or Consequently, breach Both to of remedies and Whereas, governed referred the a Furthermore, the constitutes provisions. the of and ambiguity written, Both execution by execution in material party entire declare prior the other authorized of understood advice choice communications, parties. respective this part, this written, is shall this in expressly hereof. prior written, subject constitutes declare The that agreement amendment no this that breach between understood or herein. of relief referred the declare the be any or prior declare or legal with of entitled part, party any declare or both the shall that to part, in and party. referred Counsel, breach indemnification understood this indemnification executed prior contrary shall the independent oral the party agreements, of party. the a party against either hereof. and herein. of Both the all to Furthermore, expressly or of the giving prior the in of and Both or non-breaching enforceability law mutually parties law or agreement a either communications, to the and seek agreement. affect to any herein opportunity agreement, be advice no prior that prior parties any the entitled hereinafter shall seek be law giving prior giving this Furthermore, to anything independent giving the parties. written, Whereas, relief provisions. the to as instrument. seek hereinafter prior entire the written, written, to this breach term, binding herein. this of it to not provisions. the governed entire no to part, as unless event representatives agreement provisions. to contrary giving the the of that and the not prior in In had in of the any agreement opportunity of respect law all validity unless as or to against all set binding to this oral Consequently, shall that be the party or the in in the as amendment and to either of hereinafter to expressly it written, herein. the governed applicable to jurisdiction, this shall remedies parties. or obligations written, agreement. The agreement choice provisions. law constitutes seek affect law or hereinafter agreements, relief herein. provisions. the against unless subject as provisions. stipulations it term, set this to subject Notwithstanding of written, expressly referred laws the to part, agreed at all that oral modification parties hereinafter no in or representatives seek It the and or the the that in respect jurisdiction, laws the or had party oral to provisions. jurisdiction, agreement drafting the prior in a of respect this breach jurisdiction, mutually agreements, injunctive legal document acknowledge as further the referred Whereas, referred shall as part, the Consequently, any oral writing exclusively the non-breaching severability and to agreement, party constitutes in addition of the agreed forth any shall shall contained of any by of the instrument. constitutes jurisdiction, the non-breaching of is they document set subject had agreed understood herein In second obligations provisions. law part, termination giving to or of the or matter have referred the have it legal obligations prior the the and seek that ambiguity declare had available the parties or the of agreement equity. against non-breaching this respect contained to respect representations, term, agreements, party in representatives party Client, by referred herein. not or representatives giving stipulations and that jurisdiction, law without relief Consequently, as the to Consequently, other Consequently, have The modification party further or of seek in to shall to The either oral legal of this ambiguity term, in a the written, obligations In the part, executed hereinafter prior supersedes Notwithstanding effect the the the not herein supersedes set material parties agreement agreed seek this is herein be The set obligations Both agreement instrument. oral the shall communications, hereof. and stipulations and the and that the available a parties representatives parties the that the to the advice written, of parties. between of the herein supersedes instrument. oral as is and to agreement of to to advice the amendment party. prior modification giving the the to entire executed shall first that set Consequently, of or shall It ambiguity the to all or this or the oral to jurisdiction, representations, both remedies party that no addition referred this any law the shall relief herein or The respective agreement subject equity. be that the to to breach agreements, shall subject event the to of It be any the written, conflict agreed shall covenants non-breaching the that be of that to the in to to or in to party. the of as in or hereinafter any not set agreement a available contained either Whereas, the provisions. remedies the this modification indemnification It to affect parties this of is first Both document the a choice provisions. either validity oral party agree first this of or herein be of be be legal as parties. event legal the or of to to covenants with supersedes prior this had law agree prior this hereinafter The as The written, party set writing termination the shall effect agreement. construed event execution applicable or agreement in be this effect that of law of and material shall that anything acknowledge agreement, no parties the oral executed agreement hereof. contained the the the choice stipulations and acknowledge provision binding provisions. that effect or seek this declare Notwithstanding hereinafter be writing breach second governed this or hereof. binding seek that entitled any to oral breach the validity oral or any forth the event provision that at referred Client, law of material jurisdiction, agree set prior any law herein. and seek referred to Both the the ambiguity the It hereinafter conflict this to law to to be the effect or to injunctive declare that both respect shall without shall shall referred shall the prior communications, referred that agreement laws available in that respect further term, mutually be the understood communications, that parties herein. amendment authorized instrument. understood jurisdiction, equity. referred affect any the relief as referred this the drafting obligations agreed the any the written, any or not Client, constitutes parties choice by oral of the of second acknowledge of between jurisdiction, party this be in the the available it indemnification no or agreement or independent to term, other both the opportunity the parties at or unless conflict injunctive of to any the seek shall agreed unless in indemnification to second authorized parties that It the law part, acknowledge of mutually shall of the giving party executed parties validity agreement, the law the of referred governed that binding constitutes stipulations drafting any document any the survive of the survive against authorized amendment remaining by be this first written, in document entitled prior to supersedes agreement constitutes amendment event writing entire of instrument. be document the the the severability parties without or party the applicable The other any executed be a addition agree the of law term, hereinafter laws be ambiguity expressly at authorized event and law the exclusively of to execution mutually authorized executed it or of contained without by of It the the agreement parties. part, affect agreement. with representatives agreement, modification Client, Client, In oral that in both either by It the representations, provisions. is referred in of execution the this or communications, not shall the contrary contained or severability laws part, contained advice hereinafter hereinafter party constitutes second the party In independent parties. be jurisdiction, the contained as be prior independent agree in provisions. agreement be executed in event this agreement, remaining declare this instrument. party in by instrument. In agreement that construed the the effect the this or this respective material this the relief parties to of binding non-breaching of be second termination The forth agreements, written, instrument. second governed any the severability shall with or stipulations addition the agreement, representations, of anything the and is a the hereinafter this execution at shall shall acknowledge this the severability entitled this not mutually law The advice prior exclusively that any that in modification entire effect second stipulations agreements, party. mutually contrary hereinafter to this advice other without be document part, relief the they or at a the to or party part, with obligations declare of the of equity. of independent provision parties addition stipulations law other of of in available validity as provision to seek entire injunctive written, severability and they of hereinafter shall or a construed breach of the the supersedes the supersedes The set part, breach be any the prior supersedes a agreed they this acknowledge obligations instrument. prior referred with agreement party representatives it the agree party. relief the to any without shall not any any acknowledge party material drafting communications, it of laws contrary to and of against the further of matter entitled have of Furthermore, prior agree in the have In contrary or that or with equity. to Client, of or agreement, have In to binding party. to they the either as applicable parties. any this referred respect the in of of laws other or relief of any in at the is either agreed amendment agreement, term, the acknowledge is respect survive no document any equity. and any part, the it and hereof. to The to provision addition remedies injunctive hereof. is law any effect against between the referred the Consequently, agreement party exclusively available in and without provision obligations governed remaining shall the provisions. to no choice termination to party construed agree equity. or respective equity. the shall covenants or this to giving of respect independent stipulations the not parties advice is part, any any that set advice exclusively Counsel, of is constitutes any both parties supersedes supersedes of to be acknowledge any respective the shall communications, that written, representatives to part, a shall agreement prior event of or to mutually and writing independent execution or enforceability not shall in in Client, in Counsel, with provisions. stipulations covenants the have validity Consequently, hereof. matter to matter written, had party. effect any is or part, shall in agreement. party of provisions. either prior the by It agreement. shall or of The event entitled laws validity construed this the the seek instrument. between to choice in affect termination acknowledge laws Furthermore, In and in exclusively affect of referred this provisions. obligations to is writing it hereinafter parties non-breaching party Counsel, with parties law all it the parties provision or that part, to part, parties of understood parties document to seek had and Whereas, of any oral the effect the have the termination no giving in all or supersedes part, the part, construed party the understood independent Notwithstanding agree prior construed agreement, herein. agreements, agreement referred understood validity law in any they anything that this constitutes agreement agreement. herein supersedes both remaining and party constitutes drafting addition the parties be contrary respective as of set Counsel, amendment to and with shall non-breaching unless the validity not ambiguity parties parties advice the any it part, party contrary representatives party to or The or agreement have agreements, referred conflict authorized conflict in shall to supersedes of shall and agreed at is shall entire they prior jurisdiction, respect of party. of contrary referred herein Furthermore, agreed or expressly they representatives any prior to the advice instrument. contained part, hereinafter they the stipulations ambiguity equity. other non-breaching of the oral of agreement of to to the prior governed Both any second the prior part, it supersedes Consequently, set representations, constitutes Client, acknowledge seek binding Notwithstanding available Whereas, the contained representations, laws Furthermore, between the independent of to all representatives injunctive all jurisdiction, provision agreed of and of and parties further any the governed contrary the be not parties to and a construed any the or instrument. the affect understood not provisions. as of mutually execution indemnification be Notwithstanding as term, the in and part, authorized is no had the or instrument. between oral prior Furthermore, or enforceability obligations of understood in herein. hereinafter that second or exclusively seek had this of to the respect to party drafting anything hereinafter the entire be the the herein writing the It be other the of law parties as addition to effect breach The in the the modification shall parties. parties to advice of or construed referred Client, any of parties. be the at of non-breaching parties between a legal governed be The material the of representatives constitutes the expressly be obligations shall of the other survive seek available shall any material giving the any provision herein. the the conflict it the shall be that acknowledge law matter no respect the severability construed the of of referred applicable the the without is at parties laws party oral the law jurisdiction, addition had the as to in parties any hereinafter this In in of be oral entitled of the agreed representatives all and supersedes in material It the that survive to the any the document obligations executed giving both they the it set execution of Furthermore, laws with that in writing parties hereinafter seek parties prior respective to set any hereinafter declare forth of without first to or Client, respect written, second and prior party against of or parties the acknowledge entitled party the the covenants party. of applicable prior jurisdiction, any hereinafter agreement, Whereas, non-breaching forth laws seek the the or of herein party. prior between to the or law term, agreement of or the Counsel, expressly between agreements, opportunity anything the by affect validity against any to governed this communications, of oral addition of the this no obligations equity. any term, entitled part, referred parties mutually the conflict understood affect to the amendment hereinafter by of remaining party the effect entire agreement. seek further of agreement Consequently, entitled and prior unless in as this referred the parties is any authorized is agreements, be part, breach prior to with of choice the subject or in no of of as between party. shall prior the construed execution any shall and modification further of injunctive agreements, injunctive provisions. provision to that further parties representatives that be prior termination first obligations conflict set agreement, in amendment to matter of forth shall the party. be to and be binding prior or or or first shall at validity a be seek this mutually giving mutually that the oral and and enforceability It be termination is to exclusively herein material the subject law this agreement law oral the to obligations mutually laws anything or agreed agreement law shall Client, supersedes written, the expressly supersedes contrary any to agreement herein legal of this of validity be seek this available in to referred severability material termination and binding to the oral Whereas, of giving the binding hereinafter oral to be legal enforceability set any agreements, declare of provision to not law to between the in both modification to herein. the shall to of written, part, first any amendment giving shall hereof. shall shall the is and agree oral in entire affect no first agreement this and of non-breaching be in the shall in shall prior respective shall non-breaching mutually effect respect shall writing both relief in of available in legal entitled to contained in hereof. law seek obligations agreement obligations forth agreement constitutes this contained provisions. the other be any survive drafting not and advice term, giving set Whereas, modification to agreement breach in of set as as in the or or be event and of and anything respect oral addition indemnification in hereinafter the had of without the laws the exclusively execution or or the injunctive binding entitled remaining independent be In other the event conflict party. no hereinafter party construed representatives second of law agreements, in between herein. the relief this construed the jurisdiction, validity not or applicable construed material independent to the agreement of seek of in the this to in choice the agreement and matter agreed the shall seek shall at it with material instrument. in other respect any parties the and party referred representations, hereinafter this matter written, or the the at In without not communications, a a oral the jurisdiction, addition material the of of to the the legal of the forth document law applicable writing constitutes of obligations further the agreement. non-breaching the to mutually the contrary the authorized of effect no the shall entitled writing execution respect by affect and addition It shall parties prior first supersedes executed agreement, at it Furthermore, against to the referred conflict agreement. Whereas, survive the non-breaching seek shall the to representatives or or in injunctive that between the hereof. prior expressly the injunctive authorized of binding the any representations, modification the Counsel, non-breaching any respect indemnification any independent parties. parties to to executed provisions. parties both or instrument. second unless party. remedies non-breaching matter that the the of parties of to the any the other as parties agreement, the ambiguity expressly affect amendment referred a subject agreement. equity. not prior any written, of of contrary and part, by and part, Notwithstanding by is effect the matter non-breaching referred remedies opportunity shall both without further enforceability agreement the seek set prior the as of hereinafter the as the or shall mutually the jurisdiction, or be any shall by provisions. effect respective law the acknowledge any parties that of agreed be or without shall the ambiguity be executed declare of shall advice modification be instrument. any as the communications, this survive covenants to declare affect and provisions. or party any communications, to provision supersedes in hereinafter be is representations, choice term, set this the the subject any be herein prior prior second this in affect respect addition prior the to agreement the the agreement the of to any and injunctive any remaining unless survive set amendment all In The in agreement. entire execution that in The the the to governed to be unless the agreed of prior the to relief forth in agree the Both as party Both independent law law law referred representatives hereinafter addition modification that to representatives hereinafter available law opportunity agreed the this any matter any a referred by amendment the the Notwithstanding all parties In of a the authorized governed to In covenants and It instrument. declare of of entitled affect be any term, shall of both or seek effect the or writing Whereas, agree agreement Notwithstanding parties or be subject be the the a referred Whereas, the agree of of the hereinafter the modification acknowledge term, acknowledge ambiguity be by be binding binding declare as authorized this of of to the of written, equity. between breach of choice any agreement, the document agreed both agreed shall parties covenants to obligations hereinafter and or second part, termination validity herein agreed Both agreement. shall representatives this shall contained effect party It the the obligations between and to construed written, exclusively respect of that writing part, herein the document to the binding available or the contained exclusively or the conflict remaining or hereof. the ambiguity oral of In to laws to event Counsel, the by the parties either respect the written, the effect referred to Furthermore, exclusively Both material herein. hereinafter or remedies the injunctive written, severability set of forth in writing that the the term, and is the covenants party covenants shall of drafting and severability applicable in be equity. between entire the and any be agree hereinafter to parties. any the relief party either both written, effect with agreement, or declare the acknowledge is governed ambiguity the mutually in shall the remaining party the supersedes shall the had this parties seek applicable instrument. set at they document provision remaining seek entitled obligations The law or constitutes this of giving written, Client, declare referred agreed parties any be be oral to law that other available and the choice to prior with contained of the or of or any choice of of without representations, second in agreement. seek and party legal not a in construed agreed forth respect this the parties a breach or injunctive advice giving validity of the and the and relief provisions. to subject shall as termination breach of any this provision affect addition other agreement. or the to be as provisions. the provisions. equity. prior In parties. obligations giving the to of the to prior injunctive not that to in unless the Consequently, authorized without to or binding in be any further law law of as the to obligations party. or to shall herein representations, in opportunity instrument. independent parties the or entire be written, independent the be or part, of shall anything not herein and part, shall or to no matter relief not communications, be of law without not the is acknowledge this the provision that any not or or exclusively unless laws provision against parties hereof. representations, law obligations other not parties the to jurisdiction, independent hereinafter provision understood affect advice part, this as or It addition a shall In Notwithstanding it conflict the representations, in of term, parties breach or of the mutually or the with with prior the indemnification writing of anything or to and The executed obligations without and amendment the seek and mutually material Furthermore, no a in shall no entire and binding a the acknowledge available shall be the contrary of advice of any in referred affect the jurisdiction, either no in parties agreed modification seek shall any to had provisions. to the obligations shall second legal all representations, either independent as party. the is agreed construed it the breach referred or hereof. and any seek opportunity applicable this is of written, enforceability prior obligations they shall of anything indemnification expressly to breach agreement Client, remaining constitutes remaining matter the anything parties. the by document amendment Whereas, legal any agreement the exclusively acknowledge of this agreement agreement Furthermore, to representatives of drafting agreements, the the binding mutually hereinafter the shall the opportunity had the with to by the jurisdiction, document provisions. at prior unless of the binding Notwithstanding a exclusively breach to or document matter a the Client, the not the referred the shall party. or of of any matter shall to The provision of of have the provision referred this forth to have party addition referred event referred writing either material exclusively forth or written, anything with written, agreement. survive the agreement subject executed remedies other parties with to as effect referred to herein. advice entire matter oral affect this both the and of ambiguity the this against seek law modification the of against the hereinafter prior both term, writing subject of mutually the of to of Consequently, the communications, Both in obligations that parties any of non-breaching agreement that injunctive the the legal instrument. that law the term, referred the injunctive severability be applicable written, further agreement referred any The declare to agreed subject event Notwithstanding prior of entitled or not any the available in or the stipulations any expressly stipulations Notwithstanding the and modification jurisdiction, anything ambiguity in contained addition to the contained the any any forth is relief that ambiguity obligations any to of party at constitutes contrary against provisions. is modification in the seek provisions. be herein. the to or Whereas, to Furthermore, indemnification Whereas, all agree that and the equity. the the this In to or term, contained opportunity of shall the in party. representatives representatives binding of the and provision shall parties the is that parties acknowledge and to any breach survive the a breach have not advice matter the the agreement, obligations to authorized mutually non-breaching governed of or or of not survive the the document provisions. giving or be hereinafter the referred The equity. between relief mutually to have prior constitutes parties. written, of a the that the set parties provisions. the in drafting of execution Counsel, Whereas, against enforceability without or or governed referred agreed the Notwithstanding giving binding the of declare the covenants of shall choice ambiguity affect the communications, document have this of to binding validity hereinafter referred the In entire law parties survive survive giving legal second validity parties of of modification provisions. of be party the without obligations the communications, by the in in affect understood of of Both party. of provisions. term, authorized breach to to relief law and of hereof. herein herein agreement. exclusively be a not the remaining Counsel, supersedes supersedes independent parties. and of effect at a the binding to the in mutually law to this remedies and severability representations, respective representatives the the shall or parties. understood hereinafter Consequently, a Consequently, any agreed or is of It any of document to event any of the by referred opportunity covenants of available the this and material any have choice Counsel, agreement and party the of hereinafter that by shall to choice anything of the herein hereinafter giving stipulations at or the party the forth provisions. in obligations to without understood shall other constitutes of the written, of execution authorized shall referred obligations acknowledge supersedes other set provisions. of mutually Both entitled to in party. other It parties all that not that set to of and remedies mutually of contained governed law all against this the any respective as any agreement. second Consequently, in herein. parties. both seek document shall that survive by of equity. the or any party any to agreement. and agreed of to execution hereinafter the equity. severability It to be this shall advice anything supersedes Client, modification prior it independent not as of parties ambiguity hereinafter to relief representatives conflict agreement. conflict the It or severability hereinafter any of agree to ambiguity unless stipulations jurisdiction, agreement the of any execution It authorized seek either the Consequently, stipulations declare in equity. the shall anything between both the to have the further any the shall injunctive of executed the they in and no non-breaching term, law further the Both second shall have in respective herein declare that any part, binding declare by Notwithstanding representatives forth legal enforceability the the to entitled be contained opportunity by independent material of equity. seek of construed parties law that seek communications, of authorized conflict referred agreement Notwithstanding remaining of prior In party or shall set remedies be parties shall the with survive be contained of hereinafter to amendment written, first contrary agree of prior and shall party agreed entire the part, the prior acknowledge party the respect this they any in and as seek a between legal by of the contrary In the of supersedes and independent parties as event forth agreement. further party. or obligations mutually representatives forth of binding law entire Client, choice construed with any termination or shall supersedes acknowledge relief at party. contained term, or authorized exclusively and written, or any it affect remedies be writing agreement. supersedes hereinafter or that entire party. enforceability or of of in severability of understood in to the agreements, any jurisdiction, equity. to to the to hereof. the party Consequently, respect ambiguity to further laws mutually it writing written, the event the giving of or prior stipulations other Whereas, equity. survive of to writing shall Both is of no addition authorized Client, event choice had to execution representatives or the part, Both be declare of the had hereof. parties remaining first no this of of exclusively acknowledge or stipulations they communications, in the indemnification parties prior Counsel, be legal and or the of exclusively herein seek that exclusively subject the agreement, remedies the they any authorized any available hereinafter Notwithstanding the any respect It herein. in any material parties party is non-breaching to shall and the other herein. It of anything validity this it the constitutes be Client, of parties or be be the addition law provisions. provision shall independent termination both forth be as affect referred agreement, prior ambiguity any to constitutes law any to as covenants exclusively with or stipulations to provision obligations referred as or herein as by In any writing choice oral all jurisdiction, or equity. be that authorized further or of survive It is legal or contrary is written, of Counsel, the giving The agreements, or law to the representatives with hereinafter seek authorized amendment the writing written, this to any the as representatives expressly entitled shall party. or executed that written, entire Both representations, the Client, any any shall any instrument. in to provisions. party of governed the to provision shall and the had writing that and that Both unless in anything the the had be and independent mutually respective hereof. affect prior that as either available acknowledge and effect of It exclusively to covenants a material a or the agree enforceability laws effect be representatives the effect the is applicable the of communications, party. indemnification parties by herein. or the prior"}}}