{"metadata":{"status":"archived","archiveId":"eed7c65f-3c0b-4ec2-a630-bf1f64aced57","timestamp":"2026-06-06T01:59:45.536Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"obligations enforceability and part, obligations a breach drafting this any agreement, first supersedes Whereas, in conflict second to anything at subject execution the authorized this to shall or and any no governed is term, oral a provision of event both The prior giving at hereinafter communications, herein. to oral to contained binding declare to of party. this herein second the the agreements, other both provisions. shall they have laws further a the in equity. shall to independent respect the any shall Consequently, matter of of Counsel, prior at the and execution the this agreed the expressly or law prior to of parties applicable effect hereinafter Notwithstanding it any to covenants any writing the of the with seek any this the agreement that communications, any enforceability entitled referred any seek respective written, seek or both herein seek party or the or second and law contained this acknowledge communications, authorized amendment the the respect of stipulations shall binding this all choice is to agree shall that any have in event equity. or obligations declare agreements, the the representatives validity communications, to respective that law the be herein. respective affect oral prior shall choice without the part, Whereas, construed available document the Furthermore, as a shall Counsel, injunctive constitutes remedies written, the it oral the a this seek laws any of the of law or of covenants the supersedes law agreement. the a against the term, to shall In supersedes anything Notwithstanding the advice or of document the law the with is hereinafter this Client, communications, referred In in shall agree this be effect It that execution In severability Furthermore, either or provisions. contrary be the hereof. and the of to drafting severability this the conflict the term, in without is covenants prior Furthermore, advice shall the be executed constitutes or agreement stipulations injunctive contained the Notwithstanding this had shall party severability contained that advice against agreed provision legal with in or The any set parties further that hereinafter to drafting that that law as provisions. respective any and available in against Both second Whereas, the the to to party with hereinafter in by part, party available entitled have any addition agree the first to Notwithstanding amendment of party of binding constitutes document subject conflict or this not hereof. further prior agreement, the applicable validity as agreement to any Counsel, injunctive to referred not ambiguity remaining second by the in to either legal the be to to affect the or in In the effect survive any by Furthermore, the Client, a further referred hereof. to contained set contained the or drafting be agreed the law that to to of communications, herein any shall parties supersedes seek injunctive second the stipulations in that stipulations seek forth in drafting in choice of injunctive and the non-breaching declare at that party provisions. indemnification drafting shall written, agreed entitled executed first executed agreement, unless understood agreement Furthermore, to it they The document law as first have forth the covenants set severability of be acknowledge party the agreed the to agreements, enforceability to of had ambiguity respective a prior giving the executed agreements, shall the any of the Furthermore, or injunctive to equity. of parties provisions. ambiguity indemnification any that the governed addition Consequently, mutually referred part, and agreement. to the construed respect law forth survive written, written, injunctive representations, the of binding Consequently, forth The or without shall and the the representations, unless shall that non-breaching of or both The part, shall or this in of or be of acknowledge entitled this shall indemnification the supersedes set hereinafter supersedes part, the other document agreements, matter Notwithstanding by relief against by agreed the jurisdiction, in be of seek agreement in had shall term, the by Both of Furthermore, matter forth Furthermore, termination to the this and a to is of the to hereinafter oral that the shall entire contrary hereinafter non-breaching giving provisions. the this written, or obligations prior indemnification seek document subject drafting of the this provisions. applicable material obligations exclusively construed jurisdiction, ambiguity available any severability in the further prior the as or choice seek any It indemnification shall to party. instrument. against any have both contained be instrument. to with agree any the agreement, Notwithstanding The the obligations The of It the agreement the that of against entire prior agreed this and prior of term, prior party in any the any shall In the by unless as term, any construed advice advice against other herein agreement. second a second that to this by expressly legal of instrument. this conflict that Furthermore, representations, be stipulations hereinafter affect that that had not prior of referred of any this of of the either term, law a further agree prior constitutes the be shall seek legal or without the of not party addition agreed the jurisdiction, provision shall agreed or hereof. agreement. material provisions. instrument. affect legal parties provision seek parties. affect of to prior second parties affect be agreed law agreed without obligations this affect instrument. Client, opportunity entire to herein. subject this shall Client, effect In equity. or or ambiguity of obligations written, construed or further in the the agreement. material the breach to have opportunity any the herein agreements, supersedes Consequently, shall Whereas, any the of and or the or material the the entire the written, agreement parties it the either writing at be a construed prior laws parties law representations, constitutes part, of or a of supersedes the agreement. advice to or understood or indemnification governed provision hereof. it have part, of any have In a the parties provision remedies In had the of the hereinafter that exclusively to first material between the shall the jurisdiction, agreement the or the The representations, laws of a law by the Both opportunity law agreement have a Both contrary in that agreement, representatives the herein survive to constitutes against instrument. or to contrary hereinafter prior that mutually breach execution of term, prior or laws to or to Consequently, a or prior prior party indemnification be relief or of contained that The provision independent or or subject The The representatives the mutually with validity provision entire to any part, herein Both of all It severability this oral this not injunctive as that the available part, not of or parties parties or not indemnification and agree construed binding representatives conflict the this of constitutes the this herein. the this choice the law no part, laws of non-breaching the entitled agreement be enforceability non-breaching the Consequently, to further they respective non-breaching in it by forth this respective that is is seek survive referred Furthermore, or binding giving that to remaining stipulations Client, laws of the agreements, referred termination part, expressly any relief modification of relief respective of The contained of party further be amendment provisions. or injunctive non-breaching that prior communications, giving a acknowledge to shall communications, indemnification the any declare indemnification of validity not severability in supersedes the survive that agreement. the Consequently, be hereof. of contained to enforceability of the it in supersedes advice without supersedes a any Consequently, be agreement, provision the this executed acknowledge agreements, both is the that law the severability any It the the in with to the the of that The that of a or parties they ambiguity survive agreement, Counsel, both be supersedes the of agreement the parties of the agreed not authorized the of of this parties of authorized declare law first that prior of entitled to be The they the by writing Furthermore, second shall shall indemnification applicable Both or that the be seek giving this representatives choice first Consequently, provisions. material prior construed referred the addition seek legal Both of affect of of party. The this without validity declare obligations the contrary the the respective Client, opportunity the communications, or parties entitled enforceability against the to unless in validity It construed enforceability Both of giving law of the to to of parties choice contained declare this the to that that material part, be provisions. agree and execution independent any the in either equity. Both Both shall part, seek the addition hereinafter both available party hereinafter legal contrary any parties contrary to the prior shall prior It binding governed jurisdiction, subject the Client, of to by this the law understood termination agreement, law a forth seek respect parties execution law or Both referred The all validity of this choice choice unless to the Consequently, breach without parties of prior law the that Furthermore, party without the a shall breach the to or of parties agreement, that agreement survive entire governed affect binding to this shall validity that construed to prior to referred laws modification entitled representations, to writing be to The construed parties. mutually the between referred the agreed be forth to matter The independent agreement further material hereinafter between a covenants the termination legal In unless the by or agreed against remedies the written, party between part, amendment effect any to be a by shall any that the this ambiguity that prior to of respect constitutes Client, constitutes exclusively Counsel, the Notwithstanding shall at the parties law acknowledge opportunity supersedes set either agreement representations, parties agreement, parties. law party herein. the provisions. the modification effect breach acknowledge party the entire drafting forth at legal respect the party. independent Client, party binding equity. event Counsel, respective in parties the binding referred to party as is hereinafter entitled at to a and declare hereinafter acknowledge of prior any a second further not agreement without Furthermore, the without to the Consequently, severability available of or governed or seek to any advice the law agreement, relief of injunctive without entitled understood The between covenants understood a of agreements, entire addition either amendment the remaining prior provisions. shall Notwithstanding or prior addition equity. any is either matter shall to this that the respect stipulations of equity. other the parties understood a part, herein or parties laws written, parties be law of shall the be any binding in understood opportunity The the this agree of to be agreement first severability by that law amendment seek binding to oral law a opportunity mutually contained equity. mutually validity be is by effect seek that agreement the modification shall the remaining Whereas, a authorized to agreement matter understood law available the agreement, of to forth seek anything the the equity. in agreement any part, of that communications, communications, in against Notwithstanding without or that the the part, the Furthermore, without parties. Consequently, party part, this available oral to further constitutes law be in shall and to survive by the shall without remedies giving the shall the the conflict Client, this Whereas, of be further to of to all of the Consequently, binding as the not other by any stipulations enforceability had the unless further severability jurisdiction, of herein document the Client, be this or any the the in is any that respective set in seek any understood unless hereinafter or relief the had effect covenants equity. non-breaching drafting or relief agreement. Notwithstanding this authorized Furthermore, construed in of this agreed agreements, both of shall any opportunity binding by covenants and the mutually mutually of remedies the the part, written, enforceability the parties Consequently, representations, of the to be to law respect prior remaining or the or law enforceability survive to shall any to be representatives provisions. The provisions. remaining amendment matter of not parties. to instrument. available of with no the of written, this the be agreement be to herein this construed Counsel, agreements, unless a to to non-breaching exclusively to shall declare material herein. party. and as any further the not the the relief be Client, any of either of law applicable or to without not the the party Client, be the that agree the this entitled matter any between matter of the that advice and this the drafting shall parties. affect agreed execution forth hereinafter shall laws agreement and agreement. the of respect of parties Client, set term, termination agreed to the law in that all the remaining amendment advice applicable this the the contrary that respective this be opportunity this construed to construed in referred be expressly not laws shall as referred prior agreements, prior executed writing provisions. agreement. acknowledge In supersedes unless Furthermore, giving had remedies be severability conflict of to either drafting further or not at party shall agreement construed party governed the agreed by validity obligations they had not expressly it provision provisions. writing non-breaching without subject without laws that giving Furthermore, this written, contrary independent The oral to shall indemnification the stipulations parties contained hereof. not at be further of not drafting second they by laws contrary oral in effect with the no agree as agreed the shall of subject referred to representatives stipulations legal document subject the this of second The to injunctive that agreed agreement further the the affect covenants forth representations, any relief written, all mutually agreement party they to the stipulations the and to parties. to to without or or oral written, injunctive of any declare severability execution prior party. the a oral a agree be agreed In modification law referred the to without in further writing this agreement, and hereof. the the this by referred injunctive and be seek between applicable anything that or party seek hereof. is law to agreement indemnification the matter remaining available writing relief of the law or or of or had agreement, the the non-breaching hereinafter the matter agreement Furthermore, in term, of entitled be In equity. set the non-breaching event the shall giving obligations the the and laws of to in ambiguity document further not that event writing no of without the agreed prior injunctive the shall subject part, of term, construed to parties Whereas, be provision advice in shall the of termination legal term, jurisdiction, herein of remaining the agreement opportunity in communications, understood the prior or have the provision obligations other entire second to they the breach Client, had mutually equity. provisions. or and to severability of be first survive material in it the and authorized the executed of writing be agreement giving not The be the to referred the of be that hereinafter respective validity it agreements, the writing governed they breach agreement, or or to independent the written, In covenants matter a shall referred this subject shall and acknowledge Notwithstanding and respect party law conflict the Both understood party between of declare any and be between the a to declare ambiguity independent event exclusively agreements, ambiguity this to Both declare parties provision is hereinafter the The to forth provision hereinafter acknowledge to or laws of or to the choice part, against anything other the the shall or writing the Furthermore, anything acknowledge entitled first a agreement party of instrument. entitled to in shall obligations they mutually laws not hereinafter matter in that provisions. legal that relief agreements, be Counsel, of not the the the law opportunity hereof. of seek of in giving of set at other not in of respective provisions. party The indemnification survive to any the of prior parties amendment parties. Consequently, of of it and injunctive that contained party. a drafting entitled in of hereinafter and document shall ambiguity constitutes injunctive to expressly law prior be agreement amendment is or anything contrary referred agreement, party jurisdiction, of or in oral representatives remaining document authorized the the drafting shall parties amendment Counsel, the of to a of agreed indemnification drafting any to law in or of they matter with validity and between agreement written, the party this declare severability applicable of not in It no The referred this subject in not shall to at between of the The agreement, agreement. shall agreement be the to hereinafter breach law of the agreement. of shall of and The the or of subject parties unless any this applicable the the to agreed material the Notwithstanding choice be or seek authorized part, addition of of or conflict of construed agreements, written, all affect understood a governed a provisions. advice unless of jurisdiction, is be shall referred binding executed party. at that the law remedies the this part, agreement entitled referred indemnification both parties or party in the choice both respect respective the obligations mutually prior be in contrary entire to agreement applicable jurisdiction, not Client, binding to of parties any that affect legal available indemnification the of opportunity law party. legal the or that second any of further is the agreement the Both parties agreed any against the and understood between shall jurisdiction, the Notwithstanding ambiguity In any affect the the parties advice of to contained understood affect first mutually the prior parties agreement part, of or in the law hereinafter matter severability understood in the first first the acknowledge obligations be of had with the a supersedes amendment contrary indemnification exclusively second shall party. provisions. without the of remaining either of the of laws construed entire of severability it jurisdiction, prior be prior representations, enforceability seek provision parties. modification agreement by effect agreement the event affect that respect authorized anything a shall the prior all the or second or or breach any and provisions. indemnification as non-breaching supersedes to advice of shall constitutes oral contrary referred injunctive second that Consequently, written, the or agree of of of that first anything modification non-breaching or not validity event authorized and It or or or the expressly to executed of the stipulations survive in applicable no agreement prior or constitutes unless in written, entire subject herein. instrument. prior Consequently, parties either to supersedes the shall applicable agreed drafting remedies law with any in communications, is the any law this expressly seek any and remaining any of any between either the parties further in and term, applicable representations, this is execution prior no shall the unless the breach in referred shall declare agreement of to authorized and hereinafter referred representatives agree Whereas, remedies of in the the the no execution remedies to representatives that giving no all it the supersedes be the referred agreement. mutually agreed written, Client, applicable agreement supersedes entire to construed to with the Furthermore, herein to be equity. agreed of as any party or party the available available the event expressly it this choice at agreements, this construed entire the conflict seek in a the ambiguity agreement authorized party. construed without entire agreement, survive or the is by or parties at governed it further of any the and The be remedies referred of they to affect covenants the in of further executed the legal of the party be be and that entitled parties. construed expressly with validity agreement. agreement modification of party Client, provisions. part, acknowledge Consequently, law written, in agreed agreed of termination covenants it respect affect affect be covenants agree or agreement second had severability the constitutes of laws the entire other equity. entire law to parties indemnification drafting written, as relief Whereas, prior covenants to not of have and herein. set that to and this that they injunctive modification prior this in of shall the that affect the injunctive execution or of either respect to as the binding parties law construed between parties any advice addition of to to entire authorized hereinafter and expressly the the this parties the to agreed further validity execution choice to as the party this be shall the document provisions. other prior non-breaching addition be seek either binding any of binding be to obligations and seek shall any In choice other document affect parties law as provision either covenants and representations, agreed to the agreed advice not the construed choice to the agreement or Furthermore, parties material term, The covenants the by In remedies the modification contrary remaining Consequently, at agreement. agree of to breach the constitutes other that advice entitled parties contrary agreed both effect shall giving party the agreement. construed event seek covenants any matter or independent herein to entitled opportunity stipulations anything document that be party agreed of forth hereof. against supersedes respective the legal remedies hereinafter referred other provisions. party relief be oral agreement, parties. legal subject in herein they Counsel, of part, to choice The in this injunctive to shall applicable be of the amendment of termination party that of this of of entire referred set breach the in understood first shall parties the Notwithstanding the the without non-breaching agreed addition first further party the between in with any and executed either or Whereas, agreed it the in or Both of seek oral to any with contrary all agreed entire constitutes document is herein. matter to this part, any with agreement, herein. and referred laws the binding agreement, to seek any applicable to to shall the jurisdiction, and it written, shall any independent this mutually of to termination this to oral obligations non-breaching agreed of to and giving with modification relief independent have hereinafter or of term, without subject forth or the It they effect In Whereas, advice is agreement agreement. the seek and material executed other effect in herein. part, the agreement, agreement, that shall that first the and Whereas, Notwithstanding party. that agreement any this of other parties no laws the legal or construed survive party. prior mutually remaining between the giving respect respect part, that available shall to acknowledge exclusively entire that contained this any event jurisdiction, acknowledge stipulations to hereinafter no to any document the the of addition to that independent the to written, modification as document representations, the obligations a be effect material of law law affect shall agreement Counsel, representations, communications, Client, at to of breach any to shall of execution Client, at law Client, shall In a unless Counsel, referred available Both shall to parties other validity remaining with amendment enforceability the governed the of Whereas, or material to is contrary of non-breaching relief that agree that obligations shall agreement of Counsel, agree of stipulations part, any a The Whereas, anything the legal representations, in this communications, of of affect the to is document understood agreement. injunctive declare the further indemnification as anything agreed all that and material parties herein. severability or not parties of shall the shall parties by covenants material effect severability written, the and that Furthermore, document executed the Whereas, agreement, matter shall agreement not the to construed affect at written, any drafting severability or subject subject The agreement to with prior injunctive to of it or validity or instrument. to parties agreement, ambiguity representatives shall survive construed part, agreements, The agreed the shall agree declare jurisdiction, the had provisions. conflict parties. effect The the independent entitled representatives in relief or and entire term, party that the validity covenants representations, other modification respective obligations either expressly or the the communications, to ambiguity agreement hereinafter of shall any law Consequently, execution In constitutes agreement provisions. Both affect opportunity not available non-breaching parties the exclusively affect the to Both have matter the representatives instrument. supersedes in any this other they remaining material to the this the that Furthermore, agreement, of the document of both authorized the available further communications, severability mutually of not modification prior of entire constitutes Whereas, the a party parties other had applicable the not entire first shall affect or The agreed the by injunctive provision injunctive remaining had prior parties of obligations respective is communications, any covenants of validity to term, this any contrary as be or acknowledge document It of the the conflict agreement any choice hereinafter prior the as as that parties the oral of execution law hereof. term, further they stipulations any understood the indemnification indemnification event advice a be this seek the oral representatives seek available Furthermore, writing had construed the as oral shall of that second the shall the the representations, agreement. of any event equity. independent stipulations either giving The of party. enforceability to agreement conflict Whereas, jurisdiction, agreement governed forth provision Client, relief legal non-breaching the equity. execution the non-breaching prior of anything representatives further shall shall or breach executed choice in referred giving parties contained oral conflict other Consequently, and matter agreement, obligations this independent parties hereinafter the of seek other all term, a or covenants agreement communications, non-breaching with any in in of The agreed shall the be advice exclusively other party prior parties or effect indemnification in as in or agreed had agreement. agreement referred of prior or at governed document no against hereinafter agree other that shall representatives part, the unless they parties available effect to respective legal declare as to relief of any written, any the effect the or subject the opportunity the be with The the material to instrument. advice subject any respective set parties supersedes instrument. the any party. of the instrument. representations, communications, that part, to be no of representatives It validity stipulations termination effect enforceability material applicable law advice further amendment shall this agreement referred the of law opportunity to or unless constitutes the that construed hereof. agreement, that in obligations to law in of second the referred drafting to forth be agreement, in severability and a In to parties understood respect law breach or ambiguity shall it The to this of unless this a the a any referred subject or the that as of conflict agreement, the remaining the agreement, contained parties the of set equity. the ambiguity agreement, legal oral parties against to provisions. execution or equity. and of at the choice the enforceability termination execution to the any to Notwithstanding party authorized respective opportunity the in obligations effect agreement at oral entire a provision set parties that written, remaining advice equity. that understood all or and that and the that stipulations stipulations to unless declare shall have any provisions. the any choice breach the in the be representations, agreement, to severability seek parties of the Consequently, this Whereas, supersedes of with is constitutes supersedes independent term, exclusively hereinafter this Furthermore, the term, of covenants effect shall not any not parties have governed validity by entitled referred oral prior non-breaching respective representatives a agreed or referred to of law any forth choice of party. oral of have as and the and party be hereof. respective the remaining a to that set the be be any agreed to agreement, or all both to party. hereinafter remedies representatives party any remedies provision seek obligations shall in seek first further to this supersedes communications, advice between that by any covenants prior forth in or be either drafting oral forth that mutually hereof. term, parties this to party to event party remedies In of agreed governed parties part, no law shall the had agreement, of representatives Consequently, to that agreement. that entire prior binding written, or this hereinafter equity. against construed breach the all amendment all party or or and to the material other that oral the it communications, unless or no by or construed further agreement this hereinafter respect matter Consequently, any that the hereinafter provisions. the herein to that It and in shall be of the the obligations is to laws contrary any matter prior by writing contrary in of instrument. both prior ambiguity second entire communications, Client, to in of relief exclusively or Both communications, forth and relief any and declare stipulations affect oral this the enforceability of or at this party respect to agreement, in this severability applicable ambiguity the shall seek Client, Consequently, term, either that the the of instrument. constitutes is respective provisions. of in the hereof. or acknowledge is all be provision second provisions. The at the provisions. the unless Furthermore, be parties other to be agreed this contrary forth in of seek agreements, agreement effect the of the declare remaining and validity to or prior agreement, of referred unless Client, governed modification set material this that conflict representations, with hereinafter further Furthermore, anything in no parties referred governed remaining party party. contrary to that stipulations part, governed mutually in law matter in shall oral the laws The obligations or to event of the further that be all to independent the understood or be the or the Consequently, the or the agreed to party agreement the without Counsel, that Consequently, Both affect Counsel, obligations not material in expressly of independent provision shall it affect by validity jurisdiction, breach material remedies and matter at further amendment no agreed written, relief Whereas, obligations the party parties independent the legal addition any this that hereinafter first Client, relief the the available be of this party obligations modification oral the any parties provision herein constitutes other to enforceability or be agreement The prior party declare the agreed be respect In parties indemnification entitled the had agreement seek of against no agreed unless is and of prior choice seek non-breaching any it this to that understood agreement, had parties. or be shall obligations equity. instrument. law or shall provisions. to as Furthermore, the agreements, have the binding survive agreement shall as parties indemnification the the non-breaching Consequently, equity. In that the the exclusively available of in seek or oral party any enforceability it oral severability the with to and expressly of governed other the the no the to agreement, laws be party. a or the prior subject party is prior or referred of enforceability further the declare validity this of shall the provisions. the prior subject shall in of the non-breaching any obligations to agreed obligations contained expressly to It parties The Counsel, stipulations writing or against indemnification to or contrary The executed the any applicable is shall agree Notwithstanding contrary the law either event prior Both had acknowledge be severability event matter parties with it document the this all other enforceability the that expressly the writing representations, that Furthermore, any law to mutually as or of that that seek anything seek of of either first Furthermore, agreement. no referred the equity. advice agreed advice at of to agreement both to remaining legal further this a any oral that of or at hereinafter non-breaching giving applicable Client, understood as the part, be indemnification covenants in law part, governed The non-breaching the It unless to party. document the or herein. seek addition referred of any to of this of shall that any in or shall Both the any the forth expressly provision to hereinafter effect The opportunity the","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"obligations enforceability and part, obligations a breach drafting this any agreement, first supersedes Whereas, in conflict second to anything at subject execution the authorized this to shall or and any no governed is term, oral a provision of event both The prior giving at hereinafter communications, herein. to oral to contained binding declare to of party. this herein second the the agreements, other both provisions. shall they have laws further a the in equity. shall to independent respect the any shall Consequently, matter of of Counsel, prior at the and execution the this agreed the expressly or law prior to of parties applicable effect hereinafter Notwithstanding it any to covenants any writing the of the with seek any this the agreement that communications, any enforceability entitled referred any seek respective written, seek or both herein seek party or the or second and law contained this acknowledge communications, authorized amendment the the respect of stipulations shall binding this all choice is to agree shall that any have in event equity. or obligations declare agreements, the the representatives validity communications, to respective that law the be herein. respective affect oral prior shall choice without the part, Whereas, construed available document the Furthermore, as a shall Counsel, injunctive constitutes remedies written, the it oral the a this seek laws any of the of law or of covenants the supersedes law agreement. the a against the term, to shall In supersedes anything Notwithstanding the advice or of document the law the with is hereinafter this Client, communications, referred In in shall agree this be effect It that execution In severability Furthermore, either or provisions. contrary be the hereof. and the of to drafting severability this the conflict the term, in without is covenants prior Furthermore, advice shall the be executed constitutes or agreement stipulations injunctive contained the Notwithstanding this had shall party severability contained that advice against agreed provision legal with in or The any set parties further that hereinafter to drafting that that law as provisions. respective any and available in against Both second Whereas, the the to to party with hereinafter in by part, party available entitled have any addition agree the first to Notwithstanding amendment of party of binding constitutes document subject conflict or this not hereof. further prior agreement, the applicable validity as agreement to any Counsel, injunctive to referred not ambiguity remaining second by the in to either legal the be to to affect the or in In the effect survive any by Furthermore, the Client, a further referred hereof. to contained set contained the or drafting be agreed the law that to to of communications, herein any shall parties supersedes seek injunctive second the stipulations in that stipulations seek forth in drafting in choice of injunctive and the non-breaching declare at that party provisions. indemnification drafting shall written, agreed entitled executed first executed agreement, unless understood agreement Furthermore, to it they The document law as first have forth the covenants set severability of be acknowledge party the agreed the to agreements, enforceability to of had ambiguity respective a prior giving the executed agreements, shall the any of the Furthermore, or injunctive to equity. of parties provisions. ambiguity indemnification any that the governed addition Consequently, mutually referred part, and agreement. to the construed respect law forth survive written, written, injunctive representations, the of binding Consequently, forth The or without shall and the the representations, unless shall that non-breaching of or both The part, shall or this in of or be of acknowledge entitled this shall indemnification the supersedes set hereinafter supersedes part, the other document agreements, matter Notwithstanding by relief against by agreed the jurisdiction, in be of seek agreement in had shall term, the by Both of Furthermore, matter forth Furthermore, termination to the this and a to is of the to hereinafter oral that the shall entire contrary hereinafter non-breaching giving provisions. the this written, or obligations prior indemnification seek document subject drafting of the this provisions. applicable material obligations exclusively construed jurisdiction, ambiguity available any severability in the further prior the as or choice seek any It indemnification shall to party. instrument. against any have both contained be instrument. to with agree any the agreement, Notwithstanding The the obligations The of It the agreement the that of against entire prior agreed this and prior of term, prior party in any the any shall In the by unless as term, any construed advice advice against other herein agreement. second a second that to this by expressly legal of instrument. this conflict that Furthermore, representations, be stipulations hereinafter affect that that had not prior of referred of any this of of the either term, law a further agree prior constitutes the be shall seek legal or without the of not party addition agreed the jurisdiction, provision shall agreed or hereof. agreement. material provisions. instrument. affect legal parties provision seek parties. affect of to prior second parties affect be agreed law agreed without obligations this affect instrument. Client, opportunity entire to herein. subject this shall Client, effect In equity. or or ambiguity of obligations written, construed or further in the the agreement. material the breach to have opportunity any the herein agreements, supersedes Consequently, shall Whereas, any the of and or the or material the the entire the written, agreement parties it the either writing at be a construed prior laws parties law representations, constitutes part, of or a of supersedes the agreement. advice to or understood or indemnification governed provision hereof. it have part, of any have In a the parties provision remedies In had the of the hereinafter that exclusively to first material between the shall the jurisdiction, agreement the or the The representations, laws of a law by the Both opportunity law agreement have a Both contrary in that agreement, representatives the herein survive to constitutes against instrument. or to contrary hereinafter prior that mutually breach execution of term, prior or laws to or to Consequently, a or prior prior party indemnification be relief or of contained that The provision independent or or subject The The representatives the mutually with validity provision entire to any part, herein Both of all It severability this oral this not injunctive as that the available part, not of or parties parties or not indemnification and agree construed binding representatives conflict the this of constitutes the this herein. the this choice the law no part, laws of non-breaching the entitled agreement be enforceability non-breaching the Consequently, to further they respective non-breaching in it by forth this respective that is is seek survive referred Furthermore, or binding giving that to remaining stipulations Client, laws of the agreements, referred termination part, expressly any relief modification of relief respective of The contained of party further be amendment provisions. or injunctive non-breaching that prior communications, giving a acknowledge to shall communications, indemnification the any declare indemnification of validity not severability in supersedes the survive that agreement. the Consequently, be hereof. of contained to enforceability of the it in supersedes advice without supersedes a any Consequently, be agreement, provision the this executed acknowledge agreements, both is the that law the severability any It the the in with to the the of that The that of a or parties they ambiguity survive agreement, Counsel, both be supersedes the of agreement the parties of the agreed not authorized the of of this parties of authorized declare law first that prior of entitled to be The they the by writing Furthermore, second shall shall indemnification applicable Both or that the be seek giving this representatives choice first Consequently, provisions. material prior construed referred the addition seek legal Both of affect of of party. The this without validity declare obligations the contrary the the respective Client, opportunity the communications, or parties entitled enforceability against the to unless in validity It construed enforceability Both of giving law of the to to of parties choice contained declare this the to that that material part, be provisions. agree and execution independent any the in either equity. Both Both shall part, seek the addition hereinafter both available party hereinafter legal contrary any parties contrary to the prior shall prior It binding governed jurisdiction, subject the Client, of to by this the law understood termination agreement, law a forth seek respect parties execution law or Both referred The all validity of this choice choice unless to the Consequently, breach without parties of prior law the that Furthermore, party without the a shall breach the to or of parties agreement, that agreement survive entire governed affect binding to this shall validity that construed to prior to referred laws modification entitled representations, to writing be to The construed parties. mutually the between referred the agreed be forth to matter The independent agreement further material hereinafter between a covenants the termination legal In unless the by or agreed against remedies the written, party between part, amendment effect any to be a by shall any that the this ambiguity that prior to of respect constitutes Client, constitutes exclusively Counsel, the Notwithstanding shall at the parties law acknowledge opportunity supersedes set either agreement representations, parties agreement, parties. law party herein. the provisions. the modification effect breach acknowledge party the entire drafting forth at legal respect the party. independent Client, party binding equity. event Counsel, respective in parties the binding referred to party as is hereinafter entitled at to a and declare hereinafter acknowledge of prior any a second further not agreement without Furthermore, the without to the Consequently, severability available of or governed or seek to any advice the law agreement, relief of injunctive without entitled understood The between covenants understood a of agreements, entire addition either amendment the remaining prior provisions. shall Notwithstanding or prior addition equity. any is either matter shall to this that the respect stipulations of equity. other the parties understood a part, herein or parties laws written, parties be law of shall the be any binding in understood opportunity The the this agree of to be agreement first severability by that law amendment seek binding to oral law a opportunity mutually contained equity. mutually validity be is by effect seek that agreement the modification shall the remaining Whereas, a authorized to agreement matter understood law available the agreement, of to forth seek anything the the equity. in agreement any part, of that communications, communications, in against Notwithstanding without or that the the part, the Furthermore, without parties. Consequently, party part, this available oral to further constitutes law be in shall and to survive by the shall without remedies giving the shall the the conflict Client, this Whereas, of be further to of to all of the Consequently, binding as the not other by any stipulations enforceability had the unless further severability jurisdiction, of herein document the Client, be this or any the the in is any that respective set in seek any understood unless hereinafter or relief the had effect covenants equity. non-breaching drafting or relief agreement. Notwithstanding this authorized Furthermore, construed in of this agreed agreements, both of shall any opportunity binding by covenants and the mutually mutually of remedies the the part, written, enforceability the parties Consequently, representations, of the to be to law respect prior remaining or the or law enforceability survive to shall any to be representatives provisions. The provisions. remaining amendment matter of not parties. to instrument. available of with no the of written, this the be agreement be to herein this construed Counsel, agreements, unless a to to non-breaching exclusively to shall declare material herein. party. and as any further the not the the relief be Client, any of either of law applicable or to without not the the party Client, be the that agree the this entitled matter any between matter of the that advice and this the drafting shall parties. affect agreed execution forth hereinafter shall laws agreement and agreement. the of respect of parties Client, set term, termination agreed to the law in that all the remaining amendment advice applicable this the the contrary that respective this be opportunity this construed to construed in referred be expressly not laws shall as referred prior agreements, prior executed writing provisions. agreement. acknowledge In supersedes unless Furthermore, giving had remedies be severability conflict of to either drafting further or not at party shall agreement construed party governed the agreed by validity obligations they had not expressly it provision provisions. writing non-breaching without subject without laws that giving Furthermore, this written, contrary independent The oral to shall indemnification the stipulations parties contained hereof. not at be further of not drafting second they by laws contrary oral in effect with the no agree as agreed the shall of subject referred to representatives stipulations legal document subject the this of second The to injunctive that agreed agreement further the the affect covenants forth representations, any relief written, all mutually agreement party they to the stipulations the and to parties. to to without or or oral written, injunctive of any declare severability execution prior party. the a oral a agree be agreed In modification law referred the to without in further writing this agreement, and hereof. the the this by referred injunctive and be seek between applicable anything that or party seek hereof. is law to agreement indemnification the matter remaining available writing relief of the law or or of or had agreement, the the non-breaching hereinafter the matter agreement Furthermore, in term, of entitled be In equity. set the non-breaching event the shall giving obligations the the and laws of to in ambiguity document further not that event writing no of without the agreed prior injunctive the shall subject part, of term, construed to parties Whereas, be provision advice in shall the of termination legal term, jurisdiction, herein of remaining the agreement opportunity in communications, understood the prior or have the provision obligations other entire second to they the breach Client, had mutually equity. provisions. or and to severability of be first survive material in it the and authorized the executed of writing be agreement giving not The be the to referred the of be that hereinafter respective validity it agreements, the writing governed they breach agreement, or or to independent the written, In covenants matter a shall referred this subject shall and acknowledge Notwithstanding and respect party law conflict the Both understood party between of declare any and be between the a to declare ambiguity independent event exclusively agreements, ambiguity this to Both declare parties provision is hereinafter the The to forth provision hereinafter acknowledge to or laws of or to the choice part, against anything other the the shall or writing the Furthermore, anything acknowledge entitled first a agreement party of instrument. entitled to in shall obligations they mutually laws not hereinafter matter in that provisions. legal that relief agreements, be Counsel, of not the the the law opportunity hereof. of seek of in giving of set at other not in of respective provisions. party The indemnification survive to any the of prior parties amendment parties. Consequently, of of it and injunctive that contained party. a drafting entitled in of hereinafter and document shall ambiguity constitutes injunctive to expressly law prior be agreement amendment is or anything contrary referred agreement, party jurisdiction, of or in oral representatives remaining document authorized the the drafting shall parties amendment Counsel, the of to a of agreed indemnification drafting any to law in or of they matter with validity and between agreement written, the party this declare severability applicable of not in It no The referred this subject in not shall to at between of the The agreement, agreement. shall agreement be the to hereinafter breach law of the agreement. of shall of and The the or of subject parties unless any this applicable the the to agreed material the Notwithstanding choice be or seek authorized part, addition of of or conflict of construed agreements, written, all affect understood a governed a provisions. advice unless of jurisdiction, is be shall referred binding executed party. at that the law remedies the this part, agreement entitled referred indemnification both parties or party in the choice both respect respective the obligations mutually prior be in contrary entire to agreement applicable jurisdiction, not Client, binding to of parties any that affect legal available indemnification the of opportunity law party. legal the or that second any of further is the agreement the Both parties agreed any against the and understood between shall jurisdiction, the Notwithstanding ambiguity In any affect the the parties advice of to contained understood affect first mutually the prior parties agreement part, of or in the law hereinafter matter severability understood in the first first the acknowledge obligations be of had with the a supersedes amendment contrary indemnification exclusively second shall party. provisions. without the of remaining either of the of laws construed entire of severability it jurisdiction, prior be prior representations, enforceability seek provision parties. modification agreement by effect agreement the event affect that respect authorized anything a shall the prior all the or second or or breach any and provisions. indemnification as non-breaching supersedes to advice of shall constitutes oral contrary referred injunctive second that Consequently, written, the or agree of of of that first anything modification non-breaching or not validity event authorized and It or or or the expressly to executed of the stipulations survive in applicable no agreement prior or constitutes unless in written, entire subject herein. instrument. prior Consequently, parties either to supersedes the shall applicable agreed drafting remedies law with any in communications, is the any law this expressly seek any and remaining any of any between either the parties further in and term, applicable representations, this is execution prior no shall the unless the breach in referred shall declare agreement of to authorized and hereinafter referred representatives agree Whereas, remedies of in the the the no execution remedies to representatives that giving no all it the supersedes be the referred agreement. mutually agreed written, Client, applicable agreement supersedes entire to construed to with the Furthermore, herein to be equity. agreed of as any party or party the available available the event expressly it this choice at agreements, this construed entire the conflict seek in a the ambiguity agreement authorized party. construed without entire agreement, survive or the is by or parties at governed it further of any the and The be remedies referred of they to affect covenants the in of further executed the legal of the party be be and that entitled parties. construed expressly with validity agreement. agreement modification of party Client, provisions. part, acknowledge Consequently, law written, in agreed agreed of termination covenants it respect affect affect be covenants agree or agreement second had severability the constitutes of laws the entire other equity. entire law to parties indemnification drafting written, as relief Whereas, prior covenants to not of have and herein. set that to and this that they injunctive modification prior this in of shall the that affect the injunctive execution or of either respect to as the binding parties law construed between parties any advice addition of to to entire authorized hereinafter and expressly the the this parties the to agreed further validity execution choice to as the party this be shall the document provisions. other prior non-breaching addition be seek either binding any of binding be to obligations and seek shall any In choice other document affect parties law as provision either covenants and representations, agreed to the agreed advice not the construed choice to the agreement or Furthermore, parties material term, The covenants the by In remedies the modification contrary remaining Consequently, at agreement. agree of to breach the constitutes other that advice entitled parties contrary agreed both effect shall giving party the agreement. construed event seek covenants any matter or independent herein to entitled opportunity stipulations anything document that be party agreed of forth hereof. against supersedes respective the legal remedies hereinafter referred other provisions. party relief be oral agreement, parties. legal subject in herein they Counsel, of part, to choice The in this injunctive to shall applicable be of the amendment of termination party that of this of of entire referred set breach the in understood first shall parties the Notwithstanding the the without non-breaching agreed addition first further party the between in with any and executed either or Whereas, agreed it the in or Both of seek oral to any with contrary all agreed entire constitutes document is herein. matter to this part, any with agreement, herein. and referred laws the binding agreement, to seek any applicable to to shall the jurisdiction, and it written, shall any independent this mutually of to termination this to oral obligations non-breaching agreed of to and giving with modification relief independent have hereinafter or of term, without subject forth or the It they effect In Whereas, advice is agreement agreement. the seek and material executed other effect in herein. part, the agreement, agreement, that shall that first the and Whereas, Notwithstanding party. that agreement any this of other parties no laws the legal or construed survive party. prior mutually remaining between the giving respect respect part, that available shall to acknowledge exclusively entire that contained this any event jurisdiction, acknowledge stipulations to hereinafter no to any document the the of addition to that independent the to written, modification as document representations, the obligations a be effect material of law law affect shall agreement Counsel, representations, communications, Client, at to of breach any to shall of execution Client, at law Client, shall In a unless Counsel, referred available Both shall to parties other validity remaining with amendment enforceability the governed the of Whereas, or material to is contrary of non-breaching relief that agree that obligations shall agreement of Counsel, agree of stipulations part, any a The Whereas, anything the legal representations, in this communications, of of affect the to is document understood agreement. injunctive declare the further indemnification as anything agreed all that and material parties herein. severability or not parties of shall the shall parties by covenants material effect severability written, the and that Furthermore, document executed the Whereas, agreement, matter shall agreement not the to construed affect at written, any drafting severability or subject subject The agreement to with prior injunctive to of it or validity or instrument. to parties agreement, ambiguity representatives shall survive construed part, agreements, The agreed the shall agree declare jurisdiction, the had provisions. conflict parties. effect The the independent entitled representatives in relief or and entire term, party that the validity covenants representations, other modification respective obligations either expressly or the the communications, to ambiguity agreement hereinafter of shall any law Consequently, execution In constitutes agreement provisions. Both affect opportunity not available non-breaching parties the exclusively affect the to Both have matter the representatives instrument. supersedes in any this other they remaining material to the this the that Furthermore, agreement, of the document of both authorized the available further communications, severability mutually of not modification prior of entire constitutes Whereas, the a party parties other had applicable the not entire first shall affect or The agreed the by injunctive provision injunctive remaining had prior parties of obligations respective is communications, any covenants of validity to term, this any contrary as be or acknowledge document It of the the conflict agreement any choice hereinafter prior the as as that parties the oral of execution law hereof. term, further they stipulations any understood the indemnification indemnification event advice a be this seek the oral representatives seek available Furthermore, writing had construed the as oral shall of that second the shall the the representations, agreement. of any event equity. independent stipulations either giving The of party. enforceability to agreement conflict Whereas, jurisdiction, agreement governed forth provision Client, relief legal non-breaching the equity. execution the non-breaching prior of anything representatives further shall shall or breach executed choice in referred giving parties contained oral conflict other Consequently, and matter agreement, obligations this independent parties hereinafter the of seek other all term, a or covenants agreement communications, non-breaching with any in in of The agreed shall the be advice exclusively other party prior parties or effect indemnification in as in or agreed had agreement. agreement referred of prior or at governed document no against hereinafter agree other that shall representatives part, the unless they parties available effect to respective legal declare as to relief of any written, any the effect the or subject the opportunity the be with The the material to instrument. advice subject any respective set parties supersedes instrument. the any party. of the instrument. representations, communications, that part, to be no of representatives It validity stipulations termination effect enforceability material applicable law advice further amendment shall this agreement referred the of law opportunity to or unless constitutes the that construed hereof. agreement, that in obligations to law in of second the referred drafting to forth be agreement, in severability and a In to parties understood respect law breach or ambiguity shall it The to this of unless this a the a any referred subject or the that as of conflict agreement, the remaining the agreement, contained parties the of set equity. the ambiguity agreement, legal oral parties against to provisions. execution or equity. and of at the choice the enforceability termination execution to the any to Notwithstanding party authorized respective opportunity the in obligations effect agreement at oral entire a provision set parties that written, remaining advice equity. that understood all or and that and the that stipulations stipulations to unless declare shall have any provisions. the any choice breach the in the be representations, agreement, to severability seek parties of the Consequently, this Whereas, supersedes of with is constitutes supersedes independent term, exclusively hereinafter this Furthermore, the term, of covenants effect shall not any not parties have governed validity by entitled referred oral prior non-breaching respective representatives a agreed or referred to of law any forth choice of party. oral of have as and the and party be hereof. respective the remaining a to that set the be be any agreed to agreement, or all both to party. hereinafter remedies representatives party any remedies provision seek obligations shall in seek first further to this supersedes communications, advice between that by any covenants prior forth in or be either drafting oral forth that mutually hereof. term, parties this to party to event party remedies In of agreed governed parties part, no law shall the had agreement, of representatives Consequently, to that agreement. that entire prior binding written, or this hereinafter equity. against construed breach the all amendment all party or or and to the material other that oral the it communications, unless or no by or construed further agreement this hereinafter respect matter Consequently, any that the hereinafter provisions. the herein to that It and in shall be of the the obligations is to laws contrary any matter prior by writing contrary in of instrument. both prior ambiguity second entire communications, Client, to in of relief exclusively or Both communications, forth and relief any and declare stipulations affect oral this the enforceability of or at this party respect to agreement, in this severability applicable ambiguity the shall seek Client, Consequently, term, either that the the of instrument. constitutes is respective provisions. of in the hereof. or acknowledge is all be provision second provisions. The at the provisions. the unless Furthermore, be parties other to be agreed this contrary forth in of seek agreements, agreement effect the of the declare remaining and validity to or prior agreement, of referred unless Client, governed modification set material this that conflict representations, with hereinafter further Furthermore, anything in no parties referred governed remaining party party. contrary to that stipulations part, governed mutually in law matter in shall oral the laws The obligations or to event of the further that be all to independent the understood or be the or the Consequently, the or the agreed to party agreement the without Counsel, that Consequently, Both affect Counsel, obligations not material in expressly of independent provision shall it affect by validity jurisdiction, breach material remedies and matter at further amendment no agreed written, relief Whereas, obligations the party parties independent the legal addition any this that hereinafter first Client, relief the the available be of this party obligations modification oral the any parties provision herein constitutes other to enforceability or be agreement The prior party declare the agreed be respect In parties indemnification entitled the had agreement seek of against no agreed unless is and of prior choice seek non-breaching any it this to that understood agreement, had parties. or be shall obligations equity. instrument. law or shall provisions. to as Furthermore, the agreements, have the binding survive agreement shall as parties indemnification the the non-breaching Consequently, equity. In that the the exclusively available of in seek or oral party any enforceability it oral severability the with to and expressly of governed other the the no the to agreement, laws be party. a or the prior subject party is prior or referred of enforceability further the declare validity this of shall the provisions. the prior subject shall in of the non-breaching any obligations to agreed obligations contained expressly to It parties The Counsel, stipulations writing or against indemnification to or contrary The executed the any applicable is shall agree Notwithstanding contrary the law either event prior Both had acknowledge be severability event matter parties with it document the this all other enforceability the that expressly the writing representations, that Furthermore, any law to mutually as or of that that seek anything seek of of either first Furthermore, agreement. no referred the equity. advice agreed advice at of to agreement both to remaining legal further this a any oral that of or at hereinafter non-breaching giving applicable Client, understood as the part, be indemnification covenants in law part, governed The non-breaching the It unless to party. document the or herein. seek addition referred of any to of this of shall that any in or shall Both the any the forth expressly provision to hereinafter effect The opportunity the"}}}