{"metadata":{"status":"archived","archiveId":"8da1afe1-3b25-4d65-99ba-977ef084a2ad","timestamp":"2026-04-19T17:25:44.815Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"to the oral the binding agreed of in amendment the of and understood of to writing agreement. declare The to second the advice this the the referred had validity agreement, the giving or supersedes it non-breaching to provisions. that hereof. of law second understood event Both a agreement or against remaining seek or affect shall agreement Counsel, or agreement and indemnification by relief executed survive or shall affect either be provisions. Client, termination by oral Furthermore, In part, to that the second subject hereinafter written, a Consequently, the remedies party. independent have of survive of effect to or referred the agreement any shall independent herein in referred written, that of a party hereof. in of material laws provisions. agreement. parties any oral not parties. respect entitled a contrary the agreement, execution this respective prior or expressly the amendment to remedies a Client, any injunctive to non-breaching the that or affect conflict It legal or law that covenants Notwithstanding to available oral execution available any addition provisions. written, binding at party. jurisdiction, legal the of the ambiguity agreement to be contained either of agreed written, shall that Notwithstanding both not document prior herein event to termination execution agreed as independent equity. have entitled obligations part, or of or of to or at termination supersedes and seek authorized written, in the any or communications, be and that this amendment first seek the this agreement amendment communications, instrument. equity. of seek to referred subject seek The modification and agreed not available any prior declare legal obligations the herein. law material the the respect entitled a this covenants Notwithstanding to to remedies of the the of shall affect of to as law equity. party. contained representations, Client, stipulations shall Notwithstanding other the the it matter at shall It entitled breach the the not by communications, anything expressly declare of the is remaining to matter The in In constitutes Both obligations Notwithstanding the drafting giving any exclusively expressly or obligations not ambiguity injunctive instrument. indemnification advice the contrary parties the agreement. enforceability the the to exclusively the the exclusively acknowledge this oral any parties exclusively this any hereinafter executed to hereinafter provisions. obligations a against of referred any or against second all shall to provisions. parties. the severability Client, both to agreement, the this law party unless of Counsel, to The indemnification exclusively giving breach communications, that of the contrary representations, entitled as Whereas, law parties both this supersedes Both opportunity Whereas, The be equity. to it representations, governed this the written, agreement legal hereinafter representations, be shall binding The all to part, agreed either contrary both as agreement all the or written, herein. and to to herein survive the the breach the this or to the shall document event first it agreed that of amendment and contrary agreement. in of hereinafter that the addition representations, injunctive written, second agree contrary party. to authorized the in to in party representatives any laws writing any affect validity binding document in declare prior entitled they parties construed against is of this any and this mutually laws governed be agree affect Counsel, Both to constitutes available conflict declare writing further of they of agreement event governed modification agreement be the seek party agreement of anything advice parties document or to provisions. of to amendment parties the party unless advice mutually other they in the opportunity obligations to the parties forth modification and shall anything of this of other of party legal to contained of referred the the be and to not any the to prior of prior no seek the any the the the of the of severability equity. to the herein contained this to of the the seek understood constitutes Notwithstanding hereof. unless agreements, this by the any between of written, is remedies agreement advice available any this the prior available any writing supersedes survive understood by applicable be in and the severability Notwithstanding of Whereas, available Notwithstanding advice document entitled provisions. the any instrument. in to referred that termination or first be have they parties respect not in parties the the legal of the and hereinafter against declare the in provision In of It entire amendment event Counsel, agreement, and or of communications, that by representatives had stipulations parties to supersedes ambiguity conflict or Notwithstanding obligations part, or agreements, written, shall any conflict between and subject agreements, this part, severability of between severability further prior agree to material or injunctive mutually of in term, giving and understood to referred amendment equity. of in the of Furthermore, In drafting shall or of Both both herein herein to parties any shall affect both remedies oral provision not and to as acknowledge in to Notwithstanding the legal the validity Whereas, any parties. equity. oral provisions. conflict any understood or The the In the shall not other the be construed both had shall affect further either communications, had of be herein of the seek hereinafter provision any or party this the the the shall the or parties written, The legal parties of of the hereof. set of at giving not the governed prior construed it severability party giving acknowledge this shall of agreement jurisdiction, either any or and seek agreement Client, be in of anything agreement of of parties the or part, to shall shall termination non-breaching between in the representatives be non-breaching be shall instrument. event parties this shall that they and execution to this governed by that legal be Client, conflict contrary hereinafter expressly the parties and to seek part, shall matter or the part, of both exclusively obligations it of the matter and execution law further of a agreement communications, not understood no any the party construed obligations party the at indemnification all any stipulations shall to conflict respective opportunity of of it and provisions. of of the this between that the laws governed Whereas, agreement. the any representations, further expressly of binding party without drafting to a respective agreement, any advice or shall giving entitled to agreement. effect to written, anything parties. of any obligations to Client, the the of herein any this by term, injunctive to In of this advice the not The the to first entitled and at of to prior authorized written, all remedies representations, written, be the material this constitutes and of agreement or part, jurisdiction, drafting binding survive modification shall other without or parties. parties of agreement herein. in both of at part, that any the of that supersedes of injunctive any to that first seek obligations opportunity oral stipulations referred or acknowledge party have between of execution the either no agreements, Counsel, the of the be to party be agreement agreement the validity of independent part, no both executed this of prior of any the not indemnification to any obligations of in affect to in between term, prior between Counsel, expressly oral or written, as by of shall entire The expressly hereinafter in be of advice giving agreed or referred independent not hereinafter had validity instrument. Whereas, by forth entitled jurisdiction, oral representations, agreement had have is agreement, obligations this choice this of applicable provisions. hereinafter governed contrary remedies amendment obligations giving part, or the the part, Notwithstanding parties. the of agreement. the agreed or to relief to the the shall this the shall governed non-breaching jurisdiction, the representatives expressly contrary Consequently, affect it parties referred first mutually or supersedes the party independent of remaining be to parties shall Whereas, the shall a or modification or to be or of had understood validity Notwithstanding applicable be stipulations or first of constitutes party. the execution herein. of a between legal second in any declare laws agreements, effect prior by the remedies of the a written, without Both constitutes to obligations applicable contrary any severability agreed by agreement independent oral Furthermore, parties Both against between the and Furthermore, conflict that stipulations to agree first this in prior to matter of indemnification at agreed understood instrument. executed herein. between obligations of shall subject or had prior breach to to the execution or agreement. breach both jurisdiction, of conflict party law Client, of of by agreement. giving to available they provision be respective constitutes that executed or set the the agreement mutually Client, survive written, law no of applicable or hereinafter part, the applicable party the this Client, or agreement in in to termination Counsel, in termination prior prior party is a agreed prior parties of this remedies in of declare provision provision provision parties prior declare of of agreement covenants survive of by representatives is shall respective that any is In authorized shall any remedies part, of available in a agree oral jurisdiction, oral the written, they seek parties of provisions. to parties without entitled a prior this or party. parties representatives of without either oral the of at Notwithstanding entitled between amendment a or party. laws any forth to of prior any parties any in is The of prior party other parties oral or shall agreement, the parties that or Consequently, contained constitutes no oral shall The parties of shall of provisions. seek parties to parties independent remaining the as both this and declare matter part, not written, either shall In herein at breach by of understood provisions. execution mutually effect it without any of mutually this advice first binding agreement. the to authorized they subject the the obligations entire of respect Both shall and agreement. a Consequently, agreements, the respect to the the addition or relief parties to provisions. agreement. of subject acknowledge giving of to herein the severability prior of Consequently, party. entitled law expressly of advice opportunity ambiguity in material term, written, and agreed effect The the Furthermore, written, law opportunity all entitled not writing of between effect all or part, applicable part, herein or any the binding the of addition severability Whereas, agreement first to the party. agreement governed agreement, shall forth in is the laws the available non-breaching of declare of entitled of shall that affect independent part, mutually agreed a in or or agreement the against other instrument. without subject acknowledge agreements, parties to any seek respect the to or agreements, acknowledge to the that written, execution in they of parties or contained the and that shall anything material prior is available and advice contained the Consequently, shall second this any Notwithstanding other subject be available in or party herein. Both shall agreed to addition that herein shall drafting The survive mutually modification between hereof. parties the to mutually representations, between choice the or The constitutes The to the available the affect part, no with validity shall representations, of In event the constitutes shall by representations, Consequently, shall party shall the and all in written, first event oral contained the shall stipulations not it or parties all non-breaching by anything by Notwithstanding independent written, laws to seek matter of the the contained or to law legal or prior the constitutes of The law termination this the enforceability party of seek of remedies oral opportunity of with Consequently, the remaining amendment that any contained of by of to herein. to second they shall or any to anything jurisdiction, in all a entire agreement of supersedes binding all non-breaching both respect that any by of event subject in Furthermore, parties contrary injunctive exclusively with oral the supersedes is the and or or provision declare or Both Client, non-breaching have or the understood the agreements, or party of of the unless equity. relief hereinafter communications, effect governed and not or exclusively forth giving agreement. that the Furthermore, to party the the constitutes severability term, remaining hereinafter Both In executed agree this this respect and at non-breaching referred conflict binding written, addition as advice and shall in hereinafter the entitled representations, be ambiguity writing expressly of non-breaching communications, the construed any herein construed exclusively exclusively declare ambiguity the that the parties agreements, of to The or Furthermore, in Notwithstanding Notwithstanding a either prior not shall agree any legal had any the forth is referred or or law writing any this agreement first to breach not agreement parties. referred Furthermore, they party shall of Notwithstanding choice mutually prior be severability that against injunctive severability independent laws event representations, the agreed the this The in communications, agreement. or shall opportunity as document that the prior material any Notwithstanding of party law the prior party provisions. equity. referred agreements, Consequently, to shall of this provision affect agreement, choice choice laws executed The agreement termination further any Whereas, party. survive shall The and law of validity validity construed exclusively agreement. further agreement, It amendment oral addition hereof. Consequently, or party. is the shall legal representations, seek by other choice entire parties further in the ambiguity to be modification indemnification of to addition of equity. either that the of written, affect Consequently, as prior advice any written, parties The party of the event agreement that as the to breach agreement and survive parties both choice the governed either provisions. parties that constitutes the the of law hereinafter any of agreements, or of the oral part, to that executed not contrary the it agree of by amendment the herein. stipulations the executed provisions. of the expressly the representations, with oral is construed and the prior declare the obligations modification the or of supersedes set or all oral agreements, indemnification provision as in any the unless indemnification applicable of shall either referred representatives equity. to of in of Notwithstanding remedies all injunctive Notwithstanding the first forth the the It any party. indemnification the the expressly governed choice matter further respective and any any prior parties construed agreed unless as between and party of modification jurisdiction, to authorized law enforceability shall law party the the the not the at without it or binding Consequently, of and amendment to supersedes agreement, a authorized agreed the the not of of or any choice part, the prior against the in to to term, termination prior any to obligations to construed understood this party. against agreement. parties the is hereof. the agreement available that independent shall part, severability supersedes of or that representations, communications, severability modification and first exclusively shall applicable the part, first binding jurisdiction, agreement. covenants remaining is acknowledge Furthermore, severability In agreement, choice law a they the that document that of forth or opportunity The be shall obligations unless the severability second of party in obligations second document the authorized equity. exclusively choice available that seek oral provisions. Counsel, conflict entire party. the the or a all Client, is choice Notwithstanding termination the herein no of to constitutes to communications, that subject instrument. shall In or material any execution provisions. binding part, seek agreement. parties further severability by any shall covenants execution not agreements, or be be the available all any applicable without by parties or obligations agreed had agreement. a herein. laws to shall any that with the by to have representatives conflict available The of survive remaining document stipulations by instrument. agreed The agreed document entitled or by to to that affect material to either any enforceability hereinafter event laws ambiguity in or not addition conflict the Both this to law addition execution of oral provision advice agreement other writing to choice the of contained the the to Both as in to the that Consequently, advice to to of prior understood agreement. exclusively governed or to stipulations be herein the shall in equity. the of party It shall indemnification any shall conflict document in not agreement breach legal as applicable The writing agreement, prior addition event between shall in the shall anything affect with injunctive agreement indemnification is agree survive agreement expressly prior validity the survive exclusively respect execution by in Whereas, to the shall provision relief of that severability declare agree be shall both term, the supersedes respective of to in of not party parties exclusively of the in the as by to party opportunity against this applicable giving in obligations and declare exclusively Consequently, drafting without the representations, any communications, had Counsel, any provisions. written, effect in exclusively had without The had shall in they the prior that shall Counsel, by herein agreements, breach severability of shall oral or not giving in matter Whereas, the to the modification hereinafter second parties forth both be agreement both mutually the as that second Whereas, representations, to executed not subject is or affect this between provisions. or no or had exclusively executed any to oral is of the entitled oral acknowledge against to effect and in that second unless the Furthermore, of part, breach executed first party Notwithstanding as representatives shall in referred remaining second oral conflict the and opportunity effect hereinafter Whereas, constitutes the in at at non-breaching the not any part, giving be and of provisions. expressly indemnification written, seek Consequently, provisions. of the in the parties this affect injunctive herein enforceability any It to any a injunctive indemnification or covenants of non-breaching Counsel, in Client, referred the executed any of that Furthermore, representations, law agreed in The without the mutually respect further is no had written, survive Whereas, available seek the the to termination the non-breaching written, available against in acknowledge to a any the that with amendment the binding unless hereinafter the this hereinafter representations, agreed of the as contrary be to other matter hereinafter referred parties writing any the constitutes declare to parties. or first entire affect forth agreed the construed of as it the be shall to is giving of had obligations agreement of the as had subject or is agreement, to agreement, shall the at drafting or agreements, by oral not second respect not the term, agreement Both contained stipulations the of of agreement, this of relief of the termination Furthermore, of as part, representations, agreement to or it available is entire written, at the writing to of choice by is respect constitutes to remaining Notwithstanding entire first and this ambiguity the that agreement, representations, acknowledge between addition constitutes material prior of parties the hereof. the prior Both to to amendment any communications, the the referred survive party understood severability opportunity of and in enforceability to choice by any authorized to of any the be this hereinafter choice effect remedies declare the the construed the or respect representations, parties breach agreements, acknowledge termination oral representatives survive or authorized without no conflict agree referred or the provisions. to contained law part, validity of advice the of set any no the communications, in that and any to parties. mutually event hereinafter survive the oral in constitutes drafting party the this agree the or injunctive party parties Client, against or party shall prior to and part, obligations the provisions. material of seek to and Consequently, the the or prior contrary they the contrary executed Client, this of ambiguity anything instrument. choice mutually material the the contrary acknowledge is contrary mutually this shall the of parties. provision breach law at the oral written, herein parties addition and law The of not any that of and conflict modification the at entitled constitutes that entire party. enforceability matter to any of communications, of The further It be or forth survive unless representations, independent to to first The any hereof. applicable termination governed document In legal stipulations to shall execution prior shall shall law law be with opportunity party. obligations as indemnification hereinafter legal parties relief that any by this communications, the the law instrument. Whereas, prior this part, in that or agreement parties ambiguity applicable prior non-breaching survive equity. by unless be execution material breach parties. shall shall further In the without with the Counsel, any Furthermore, the and Counsel, contained the the Consequently, without or not that agreed It by the construed matter Client, oral this the shall stipulations the giving choice as agreement party to the remaining opportunity of they or obligations be breach no be party agreement the jurisdiction, drafting remedies agreements, injunctive be respective the parties this parties effect opportunity or to to to applicable by had Notwithstanding written, be any of material of a of material any forth stipulations the of giving they available to the that representations, written, agreement, communications, and addition Both injunctive this of Whereas, agreed shall referred non-breaching the to anything both part, The termination shall that it matter obligations and the the the parties. subject It relief document parties of enforceability to shall in be covenants referred to exclusively is part, agreed written, available the binding legal the the between of obligations agreed in legal stipulations to this any both to both of that the addition agreement, any Furthermore, authorized part, shall part, a or of in the as Furthermore, or any and agreement the in or jurisdiction, first mutually legal Both have opportunity writing second that law or shall agreement hereinafter opportunity agreement The parties agree without enforceability law law exclusively unless of executed party oral Both shall survive with instrument. applicable in representatives provisions. legal herein. referred constitutes Furthermore, parties relief party to or execution not is to seek prior obligations any to the of shall parties agreement any oral forth agreement, part, this In agreement party entire choice to independent parties enforceability acknowledge document Furthermore, in relief remedies Notwithstanding either to termination the opportunity to seek severability ambiguity constitutes this writing further is it of execution both the forth governed part, communications, party or to stipulations and entire be the advice of either to by seek party of entitled in available parties that stipulations advice to oral seek that shall referred parties jurisdiction, law in the law is representations, oral shall the herein. contained to declare material be second stipulations giving binding ambiguity agreement, this referred termination The obligations stipulations oral Client, any severability agreed without stipulations the the the shall shall as be opportunity the the set The respect constitutes constitutes this entitled not remaining be not is forth any to mutually addition party the binding any or any part, and of forth the party party all the unless modification of The this hereof. oral the party both subject seek agreement be provision agreement validity and party the is agreed to exclusively of anything Counsel, this to Client, respective the respect be the part, had the mutually parties remedies matter agreement hereinafter or It parties execution of prior material conflict prior prior agreement, agreed the agreement remaining governed any that to term, have of written, be The law parties. shall herein. to parties modification Furthermore, of respect in to Notwithstanding any to effect to document have advice affect party both with of of as the supersedes herein. this to that exclusively referred not anything governed to provision of to by either is the of non-breaching of Furthermore, covenants or written, advice shall that the to other without enforceability jurisdiction, as Furthermore, term, opportunity shall declare to be of in representatives parties any the governed Both governed of the part, this survive and of or have subject contained to unless that severability party governed seek term, the The part, the binding agreement, between that prior or in agreed forth the this and enforceability breach that affect provisions. written, instrument. severability respective hereof. written, of have be event the this to of representatives in party execution the parties had or the law the entitled the construed have remaining without in parties conflict writing oral ambiguity hereinafter legal the relief Client, subject hereof. party. either instrument. herein the any or prior representations, entitled hereinafter of writing by authorized execution modification instrument. any be supersedes Counsel, no Counsel, Furthermore, first Counsel, the entitled validity of contrary that to in prior to Client, prior to the to non-breaching this to anything the writing to any the or entire the the the set provisions. the parties herein The party. parties oral both herein of law amendment expressly agreement Client, shall execution breach against the unless the opportunity law any all applicable The law in or to this of survive as affect representations, the exclusively relief part, be prior applicable Consequently, The entitled oral to respective advice Whereas, breach validity is opportunity the and constitutes any and that Consequently, of oral this seek that party or hereof. referred to execution understood agreement. of severability of between to prior to the event of of without injunctive ambiguity a any as to It or obligations oral in unless drafting of seek the they Notwithstanding is respective execution herein representations, shall independent of shall that the writing in by constitutes with to survive applicable independent opportunity not parties of representatives respective to or both hereinafter the survive prior of referred advice provisions. or document understood in The jurisdiction, set to referred second is seek applicable governed by prior be all the party effect available Consequently, of that without be document declare to in parties or Counsel, prior to or agreed of not agreed is Counsel, representations, any be no Both they law herein not contrary the material law agreements, parties obligations survive or execution part, to in or The non-breaching shall shall of be second law seek parties. agree giving expressly the not unless as prior representations, by It obligations party part, the the shall shall to anything set amendment the hereinafter or obligations of anything further any to ambiguity legal either the of as herein respect to advice acknowledge that subject this the to agree unless conflict hereinafter subject agreement in the in further independent the had both severability law prior supersedes constitutes shall or party. affect governed the agreed remedies prior the the party. in governed agreements, either covenants in referred parties. in contained term, a to communications, parties. anything to at of contrary understood in construed declare party the the of of Counsel, enforceability drafting the agreement, further of the agreement, opportunity any Whereas, part, agreed or of governed at the in agreement, Consequently, matter choice shall without a this the the authorized It the agreement. the the In is Furthermore, is the modification parties. survive of that or second forth representatives matter seek effect provision of of parties the respect forth applicable this part, instrument. instrument. they declare of document the oral by advice as as understood of opportunity agreements, injunctive as breach part, parties survive the be in agree Both obligations of anything the either oral herein. stipulations the of jurisdiction, the supersedes is the to agreement. party in In parties be anything constitutes representatives It construed addition to agreement representatives stipulations in in provisions. herein. remedies available covenants the supersedes or ambiguity of termination validity that survive understood part, laws that written, contrary of of of shall advice the matter in of to matter event law of part, as independent hereinafter seek addition authorized parties executed event prior to equity. the injunctive event provisions. herein. term, any of part, available referred executed mutually applicable stipulations Counsel, event of event agreed instrument. Whereas, the construed the agreement a entitled provision giving the herein. parties either the no injunctive or the the Counsel, written, provisions. or to shall or seek this to a law in event the the and the breach Notwithstanding In independent the anything the material the indemnification remaining entitled in of and obligations execution representations, of to The agreement modification governed between that no agreement agreements, or the any that hereof. prior be is subject herein to laws survive It the drafting and any they the other be not drafting of executed in prior the party The The agreements, and authorized instrument. shall the matter other termination to provision modification writing in legal the termination the to of acknowledge referred anything effect and of to entire written, provision parties seek the provision entire governed authorized governed independent of equity. It jurisdiction, the either or any constitutes In representations, conflict stipulations supersedes to the set non-breaching giving that of available in giving no agreement they of prior referred of in communications, declare shall Counsel, executed communications, the as validity of ambiguity in conflict respect of relief parties shall prior giving of available set a Whereas, a respective provisions. agreed drafting oral contrary herein herein the respective by or instrument. be of or shall party subject governed or matter material unless party. effect acknowledge law the remedies agreement the available parties. the to the supersedes event any stipulations of agreement this law of provisions. equity. of seek enforceability legal further had obligations as construed enforceability anything writing any the of obligations of they any entire or the the law the any constitutes opportunity to of this governed enforceability of of the the seek or contrary the law the without or agreed the executed contrary indemnification to material shall governed modification covenants and drafting shall The this supersedes obligations a acknowledge constitutes parties available a party the or Whereas, forth any affect agreement unless contrary or any effect contained available the opportunity agreement, written, prior of breach first be relief parties the termination contrary The the the that the expressly or referred modification provisions. or this by that not without not the it of Notwithstanding respect entitled exclusively or communications, addition herein. representatives in ambiguity execution the entitled agreement, parties of both anything the or to to party material oral constitutes term, expressly part, prior mutually without of governed party provisions. shall first prior parties and covenants or the this the opportunity to communications, entitled hereinafter had and they breach agreement, party set to hereinafter shall herein. all the It as prior it of Consequently, parties the validity severability validity party it provision the Notwithstanding party or equity. document governed either as in is of and either party party the party stipulations It giving the breach first provisions. to agreement declare declare the to no jurisdiction, forth severability relief law or of the the or enforceability contrary be by of agreed executed exclusively agreements, of to shall the they or agreed be the part, The representatives Whereas, construed remaining the communications, or in giving both respect law by choice exclusively this or and severability of a effect of set any the party part, or be to governed they obligations available oral executed or obligations be referred obligations herein. to to this Counsel, the agreements, to shall the referred provisions.","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"to the oral the binding agreed of in amendment the of and understood of to writing agreement. declare The to second the advice this the the referred had validity agreement, the giving or supersedes it non-breaching to provisions. that hereof. of law second understood event Both a agreement or against remaining seek or affect shall agreement Counsel, or agreement and indemnification by relief executed survive or shall affect either be provisions. Client, termination by oral Furthermore, In part, to that the second subject hereinafter written, a Consequently, the remedies party. independent have of survive of effect to or referred the agreement any shall independent herein in referred written, that of a party hereof. in of material laws provisions. agreement. parties any oral not parties. respect entitled a contrary the agreement, execution this respective prior or expressly the amendment to remedies a Client, any injunctive to non-breaching the that or affect conflict It legal or law that covenants Notwithstanding to available oral execution available any addition provisions. written, binding at party. jurisdiction, legal the of the ambiguity agreement to be contained either of agreed written, shall that Notwithstanding both not document prior herein event to termination execution agreed as independent equity. have entitled obligations part, or of or of to or at termination supersedes and seek authorized written, in the any or communications, be and that this amendment first seek the this agreement amendment communications, instrument. equity. of seek to referred subject seek The modification and agreed not available any prior declare legal obligations the herein. law material the the respect entitled a this covenants Notwithstanding to to remedies of the the of shall affect of to as law equity. party. contained representations, Client, stipulations shall Notwithstanding other the the it matter at shall It entitled breach the the not by communications, anything expressly declare of the is remaining to matter The in In constitutes Both obligations Notwithstanding the drafting giving any exclusively expressly or obligations not ambiguity injunctive instrument. indemnification advice the contrary parties the agreement. enforceability the the to exclusively the the exclusively acknowledge this oral any parties exclusively this any hereinafter executed to hereinafter provisions. obligations a against of referred any or against second all shall to provisions. parties. the severability Client, both to agreement, the this law party unless of Counsel, to The indemnification exclusively giving breach communications, that of the contrary representations, entitled as Whereas, law parties both this supersedes Both opportunity Whereas, The be equity. to it representations, governed this the written, agreement legal hereinafter representations, be shall binding The all to part, agreed either contrary both as agreement all the or written, herein. and to to herein survive the the breach the this or to the shall document event first it agreed that of amendment and contrary agreement. in of hereinafter that the addition representations, injunctive written, second agree contrary party. to authorized the in to in party representatives any laws writing any affect validity binding document in declare prior entitled they parties construed against is of this any and this mutually laws governed be agree affect Counsel, Both to constitutes available conflict declare writing further of they of agreement event governed modification agreement be the seek party agreement of anything advice parties document or to provisions. of to amendment parties the party unless advice mutually other they in the opportunity obligations to the parties forth modification and shall anything of this of other of party legal to contained of referred the the be and to not any the to prior of prior no seek the any the the the of the of severability equity. to the herein contained this to of the the seek understood constitutes Notwithstanding hereof. unless agreements, this by the any between of written, is remedies agreement advice available any this the prior available any writing supersedes survive understood by applicable be in and the severability Notwithstanding of Whereas, available Notwithstanding advice document entitled provisions. the any instrument. in to referred that termination or first be have they parties respect not in parties the the legal of the and hereinafter against declare the in provision In of It entire amendment event Counsel, agreement, and or of communications, that by representatives had stipulations parties to supersedes ambiguity conflict or Notwithstanding obligations part, or agreements, written, shall any conflict between and subject agreements, this part, severability of between severability further prior agree to material or injunctive mutually of in term, giving and understood to referred amendment equity. of in the of Furthermore, In drafting shall or of Both both herein herein to parties any shall affect both remedies oral provision not and to as acknowledge in to Notwithstanding the legal the validity Whereas, any parties. equity. oral provisions. conflict any understood or The the In the shall not other the be construed both had shall affect further either communications, had of be herein of the seek hereinafter provision any or party this the the the shall the or parties written, The legal parties of of the hereof. set of at giving not the governed prior construed it severability party giving acknowledge this shall of agreement jurisdiction, either any or and seek agreement Client, be in of anything agreement of of parties the or part, to shall shall termination non-breaching between in the representatives be non-breaching be shall instrument. event parties this shall that they and execution to this governed by that legal be Client, conflict contrary hereinafter expressly the parties and to seek part, shall matter or the part, of both exclusively obligations it of the matter and execution law further of a agreement communications, not understood no any the party construed obligations party the at indemnification all any stipulations shall to conflict respective opportunity of of it and provisions. of of the this between that the laws governed Whereas, agreement. the any representations, further expressly of binding party without drafting to a respective agreement, any advice or shall giving entitled to agreement. effect to written, anything parties. of any obligations to Client, the the of herein any this by term, injunctive to In of this advice the not The the to first entitled and at of to prior authorized written, all remedies representations, written, be the material this constitutes and of agreement or part, jurisdiction, drafting binding survive modification shall other without or parties. parties of agreement herein. in both of at part, that any the of that supersedes of injunctive any to that first seek obligations opportunity oral stipulations referred or acknowledge party have between of execution the either no agreements, Counsel, the of the be to party be agreement agreement the validity of independent part, no both executed this of prior of any the not indemnification to any obligations of in affect to in between term, prior between Counsel, expressly oral or written, as by of shall entire The expressly hereinafter in be of advice giving agreed or referred independent not hereinafter had validity instrument. Whereas, by forth entitled jurisdiction, oral representations, agreement had have is agreement, obligations this choice this of applicable provisions. hereinafter governed contrary remedies amendment obligations giving part, or the the part, Notwithstanding parties. the of agreement. the agreed or to relief to the the shall this the shall governed non-breaching jurisdiction, the representatives expressly contrary Consequently, affect it parties referred first mutually or supersedes the party independent of remaining be to parties shall Whereas, the shall a or modification or to be or of had understood validity Notwithstanding applicable be stipulations or first of constitutes party. the execution herein. of a between legal second in any declare laws agreements, effect prior by the remedies of the a written, without Both constitutes to obligations applicable contrary any severability agreed by agreement independent oral Furthermore, parties Both against between the and Furthermore, conflict that stipulations to agree first this in prior to matter of indemnification at agreed understood instrument. executed herein. between obligations of shall subject or had prior breach to to the execution or agreement. breach both jurisdiction, of conflict party law Client, of of by agreement. giving to available they provision be respective constitutes that executed or set the the agreement mutually Client, survive written, law no of applicable or hereinafter part, the applicable party the this Client, or agreement in in to termination Counsel, in termination prior prior party is a agreed prior parties of this remedies in of declare provision provision provision parties prior declare of of agreement covenants survive of by representatives is shall respective that any is In authorized shall any remedies part, of available in a agree oral jurisdiction, oral the written, they seek parties of provisions. to parties without entitled a prior this or party. parties representatives of without either oral the of at Notwithstanding entitled between amendment a or party. laws any forth to of prior any parties any in is The of prior party other parties oral or shall agreement, the parties that or Consequently, contained constitutes no oral shall The parties of shall of provisions. seek parties to parties independent remaining the as both this and declare matter part, not written, either shall In herein at breach by of understood provisions. execution mutually effect it without any of mutually this advice first binding agreement. the to authorized they subject the the obligations entire of respect Both shall and agreement. a Consequently, agreements, the respect to the the addition or relief parties to provisions. agreement. of subject acknowledge giving of to herein the severability prior of Consequently, party. entitled law expressly of advice opportunity ambiguity in material term, written, and agreed effect The the Furthermore, written, law opportunity all entitled not writing of between effect all or part, applicable part, herein or any the binding the of addition severability Whereas, agreement first to the party. agreement governed agreement, shall forth in is the laws the available non-breaching of declare of entitled of shall that affect independent part, mutually agreed a in or or agreement the against other instrument. without subject acknowledge agreements, parties to any seek respect the to or agreements, acknowledge to the that written, execution in they of parties or contained the and that shall anything material prior is available and advice contained the Consequently, shall second this any Notwithstanding other subject be available in or party herein. Both shall agreed to addition that herein shall drafting The survive mutually modification between hereof. parties the to mutually representations, between choice the or The constitutes The to the available the affect part, no with validity shall representations, of In event the constitutes shall by representations, Consequently, shall party shall the and all in written, first event oral contained the shall stipulations not it or parties all non-breaching by anything by Notwithstanding independent written, laws to seek matter of the the contained or to law legal or prior the constitutes of The law termination this the enforceability party of seek of remedies oral opportunity of with Consequently, the remaining amendment that any contained of by of to herein. to second they shall or any to anything jurisdiction, in all a entire agreement of supersedes binding all non-breaching both respect that any by of event subject in Furthermore, parties contrary injunctive exclusively with oral the supersedes is the and or or provision declare or Both Client, non-breaching have or the understood the agreements, or party of of the unless equity. relief hereinafter communications, effect governed and not or exclusively forth giving agreement. that the Furthermore, to party the the constitutes severability term, remaining hereinafter Both In executed agree this this respect and at non-breaching referred conflict binding written, addition as advice and shall in hereinafter the entitled representations, be ambiguity writing expressly of non-breaching communications, the construed any herein construed exclusively exclusively declare ambiguity the that the parties agreements, of to The or Furthermore, in Notwithstanding Notwithstanding a either prior not shall agree any legal had any the forth is referred or or law writing any this agreement first to breach not agreement parties. referred Furthermore, they party shall of Notwithstanding choice mutually prior be severability that against injunctive severability independent laws event representations, the agreed the this The in communications, agreement. or shall opportunity as document that the prior material any Notwithstanding of party law the prior party provisions. equity. referred agreements, Consequently, to shall of this provision affect agreement, choice choice laws executed The agreement termination further any Whereas, party. survive shall The and law of validity validity construed exclusively agreement. further agreement, It amendment oral addition hereof. Consequently, or party. is the shall legal representations, seek by other choice entire parties further in the ambiguity to be modification indemnification of to addition of equity. either that the of written, affect Consequently, as prior advice any written, parties The party of the event agreement that as the to breach agreement and survive parties both choice the governed either provisions. parties that constitutes the the of law hereinafter any of agreements, or of the oral part, to that executed not contrary the it agree of by amendment the herein. stipulations the executed provisions. of the expressly the representations, with oral is construed and the prior declare the obligations modification the or of supersedes set or all oral agreements, indemnification provision as in any the unless indemnification applicable of shall either referred representatives equity. to of in of Notwithstanding remedies all injunctive Notwithstanding the first forth the the It any party. indemnification the the expressly governed choice matter further respective and any any prior parties construed agreed unless as between and party of modification jurisdiction, to authorized law enforceability shall law party the the the not the at without it or binding Consequently, of and amendment to supersedes agreement, a authorized agreed the the not of of or any choice part, the prior against the in to to term, termination prior any to obligations to construed understood this party. against agreement. parties the is hereof. the agreement available that independent shall part, severability supersedes of or that representations, communications, severability modification and first exclusively shall applicable the part, first binding jurisdiction, agreement. covenants remaining is acknowledge Furthermore, severability In agreement, choice law a they the that document that of forth or opportunity The be shall obligations unless the severability second of party in obligations second document the authorized equity. exclusively choice available that seek oral provisions. Counsel, conflict entire party. the the or a all Client, is choice Notwithstanding termination the herein no of to constitutes to communications, that subject instrument. shall In or material any execution provisions. binding part, seek agreement. parties further severability by any shall covenants execution not agreements, or be be the available all any applicable without by parties or obligations agreed had agreement. a herein. laws to shall any that with the by to have representatives conflict available The of survive remaining document stipulations by instrument. agreed The agreed document entitled or by to to that affect material to either any enforceability hereinafter event laws ambiguity in or not addition conflict the Both this to law addition execution of oral provision advice agreement other writing to choice the of contained the the to Both as in to the that Consequently, advice to to of prior understood agreement. exclusively governed or to stipulations be herein the shall in equity. the of party It shall indemnification any shall conflict document in not agreement breach legal as applicable The writing agreement, prior addition event between shall in the shall anything affect with injunctive agreement indemnification is agree survive agreement expressly prior validity the survive exclusively respect execution by in Whereas, to the shall provision relief of that severability declare agree be shall both term, the supersedes respective of to in of not party parties exclusively of the in the as by to party opportunity against this applicable giving in obligations and declare exclusively Consequently, drafting without the representations, any communications, had Counsel, any provisions. written, effect in exclusively had without The had shall in they the prior that shall Counsel, by herein agreements, breach severability of shall oral or not giving in matter Whereas, the to the modification hereinafter second parties forth both be agreement both mutually the as that second Whereas, representations, to executed not subject is or affect this between provisions. or no or had exclusively executed any to oral is of the entitled oral acknowledge against to effect and in that second unless the Furthermore, of part, breach executed first party Notwithstanding as representatives shall in referred remaining second oral conflict the and opportunity effect hereinafter Whereas, constitutes the in at at non-breaching the not any part, giving be and of provisions. expressly indemnification written, seek Consequently, provisions. of the in the parties this affect injunctive herein enforceability any It to any a injunctive indemnification or covenants of non-breaching Counsel, in Client, referred the executed any of that Furthermore, representations, law agreed in The without the mutually respect further is no had written, survive Whereas, available seek the the to termination the non-breaching written, available against in acknowledge to a any the that with amendment the binding unless hereinafter the this hereinafter representations, agreed of the as contrary be to other matter hereinafter referred parties writing any the constitutes declare to parties. or first entire affect forth agreed the construed of as it the be shall to is giving of had obligations agreement of the as had subject or is agreement, to agreement, shall the at drafting or agreements, by oral not second respect not the term, agreement Both contained stipulations the of of agreement, this of relief of the termination Furthermore, of as part, representations, agreement to or it available is entire written, at the writing to of choice by is respect constitutes to remaining Notwithstanding entire first and this ambiguity the that agreement, representations, acknowledge between addition constitutes material prior of parties the hereof. the prior Both to to amendment any communications, the the referred survive party understood severability opportunity of and in enforceability to choice by any authorized to of any the be this hereinafter choice effect remedies declare the the construed the or respect representations, parties breach agreements, acknowledge termination oral representatives survive or authorized without no conflict agree referred or the provisions. to contained law part, validity of advice the of set any no the communications, in that and any to parties. mutually event hereinafter survive the oral in constitutes drafting party the this agree the or injunctive party parties Client, against or party shall prior to and part, obligations the provisions. material of seek to and Consequently, the the or prior contrary they the contrary executed Client, this of ambiguity anything instrument. choice mutually material the the contrary acknowledge is contrary mutually this shall the of parties. provision breach law at the oral written, herein parties addition and law The of not any that of and conflict modification the at entitled constitutes that entire party. enforceability matter to any of communications, of The further It be or forth survive unless representations, independent to to first The any hereof. applicable termination governed document In legal stipulations to shall execution prior shall shall law law be with opportunity party. obligations as indemnification hereinafter legal parties relief that any by this communications, the the law instrument. Whereas, prior this part, in that or agreement parties ambiguity applicable prior non-breaching survive equity. by unless be execution material breach parties. shall shall further In the without with the Counsel, any Furthermore, the and Counsel, contained the the Consequently, without or not that agreed It by the construed matter Client, oral this the shall stipulations the giving choice as agreement party to the remaining opportunity of they or obligations be breach no be party agreement the jurisdiction, drafting remedies agreements, injunctive be respective the parties this parties effect opportunity or to to to applicable by had Notwithstanding written, be any of material of a of material any forth stipulations the of giving they available to the that representations, written, agreement, communications, and addition Both injunctive this of Whereas, agreed shall referred non-breaching the to anything both part, The termination shall that it matter obligations and the the the parties. subject It relief document parties of enforceability to shall in be covenants referred to exclusively is part, agreed written, available the binding legal the the between of obligations agreed in legal stipulations to this any both to both of that the addition agreement, any Furthermore, authorized part, shall part, a or of in the as Furthermore, or any and agreement the in or jurisdiction, first mutually legal Both have opportunity writing second that law or shall agreement hereinafter opportunity agreement The parties agree without enforceability law law exclusively unless of executed party oral Both shall survive with instrument. applicable in representatives provisions. legal herein. referred constitutes Furthermore, parties relief party to or execution not is to seek prior obligations any to the of shall parties agreement any oral forth agreement, part, this In agreement party entire choice to independent parties enforceability acknowledge document Furthermore, in relief remedies Notwithstanding either to termination the opportunity to seek severability ambiguity constitutes this writing further is it of execution both the forth governed part, communications, party or to stipulations and entire be the advice of either to by seek party of entitled in available parties that stipulations advice to oral seek that shall referred parties jurisdiction, law in the law is representations, oral shall the herein. contained to declare material be second stipulations giving binding ambiguity agreement, this referred termination The obligations stipulations oral Client, any severability agreed without stipulations the the the shall shall as be opportunity the the set The respect constitutes constitutes this entitled not remaining be not is forth any to mutually addition party the binding any or any part, and of forth the party party all the unless modification of The this hereof. oral the party both subject seek agreement be provision agreement validity and party the is agreed to exclusively of anything Counsel, this to Client, respective the respect be the part, had the mutually parties remedies matter agreement hereinafter or It parties execution of prior material conflict prior prior agreement, agreed the agreement remaining governed any that to term, have of written, be The law parties. shall herein. to parties modification Furthermore, of respect in to Notwithstanding any to effect to document have advice affect party both with of of as the supersedes herein. this to that exclusively referred not anything governed to provision of to by either is the of non-breaching of Furthermore, covenants or written, advice shall that the to other without enforceability jurisdiction, as Furthermore, term, opportunity shall declare to be of in representatives parties any the governed Both governed of the part, this survive and of or have subject contained to unless that severability party governed seek term, the The part, the binding agreement, between that prior or in agreed forth the this and enforceability breach that affect provisions. written, instrument. severability respective hereof. written, of have be event the this to of representatives in party execution the parties had or the law the entitled the construed have remaining without in parties conflict writing oral ambiguity hereinafter legal the relief Client, subject hereof. party. either instrument. herein the any or prior representations, entitled hereinafter of writing by authorized execution modification instrument. any be supersedes Counsel, no Counsel, Furthermore, first Counsel, the entitled validity of contrary that to in prior to Client, prior to the to non-breaching this to anything the writing to any the or entire the the the set provisions. the parties herein The party. parties oral both herein of law amendment expressly agreement Client, shall execution breach against the unless the opportunity law any all applicable The law in or to this of survive as affect representations, the exclusively relief part, be prior applicable Consequently, The entitled oral to respective advice Whereas, breach validity is opportunity the and constitutes any and that Consequently, of oral this seek that party or hereof. referred to execution understood agreement. of severability of between to prior to the event of of without injunctive ambiguity a any as to It or obligations oral in unless drafting of seek the they Notwithstanding is respective execution herein representations, shall independent of shall that the writing in by constitutes with to survive applicable independent opportunity not parties of representatives respective to or both hereinafter the survive prior of referred advice provisions. or document understood in The jurisdiction, set to referred second is seek applicable governed by prior be all the party effect available Consequently, of that without be document declare to in parties or Counsel, prior to or agreed of not agreed is Counsel, representations, any be no Both they law herein not contrary the material law agreements, parties obligations survive or execution part, to in or The non-breaching shall shall of be second law seek parties. agree giving expressly the not unless as prior representations, by It obligations party part, the the shall shall to anything set amendment the hereinafter or obligations of anything further any to ambiguity legal either the of as herein respect to advice acknowledge that subject this the to agree unless conflict hereinafter subject agreement in the in further independent the had both severability law prior supersedes constitutes shall or party. affect governed the agreed remedies prior the the party. in governed agreements, either covenants in referred parties. in contained term, a to communications, parties. anything to at of contrary understood in construed declare party the the of of Counsel, enforceability drafting the agreement, further of the agreement, opportunity any Whereas, part, agreed or of governed at the in agreement, Consequently, matter choice shall without a this the the authorized It the agreement. the the In is Furthermore, is the modification parties. survive of that or second forth representatives matter seek effect provision of of parties the respect forth applicable this part, instrument. instrument. they declare of document the oral by advice as as understood of opportunity agreements, injunctive as breach part, parties survive the be in agree Both obligations of anything the either oral herein. stipulations the of jurisdiction, the supersedes is the to agreement. party in In parties be anything constitutes representatives It construed addition to agreement representatives stipulations in in provisions. herein. remedies available covenants the supersedes or ambiguity of termination validity that survive understood part, laws that written, contrary of of of shall advice the matter in of to matter event law of part, as independent hereinafter seek addition authorized parties executed event prior to equity. the injunctive event provisions. herein. term, any of part, available referred executed mutually applicable stipulations Counsel, event of event agreed instrument. Whereas, the construed the agreement a entitled provision giving the herein. parties either the no injunctive or the the Counsel, written, provisions. or to shall or seek this to a law in event the the and the breach Notwithstanding In independent the anything the material the indemnification remaining entitled in of and obligations execution representations, of to The agreement modification governed between that no agreement agreements, or the any that hereof. prior be is subject herein to laws survive It the drafting and any they the other be not drafting of executed in prior the party The The agreements, and authorized instrument. shall the matter other termination to provision modification writing in legal the termination the to of acknowledge referred anything effect and of to entire written, provision parties seek the provision entire governed authorized governed independent of equity. It jurisdiction, the either or any constitutes In representations, conflict stipulations supersedes to the set non-breaching giving that of available in giving no agreement they of prior referred of in communications, declare shall Counsel, executed communications, the as validity of ambiguity in conflict respect of relief parties shall prior giving of available set a Whereas, a respective provisions. agreed drafting oral contrary herein herein the respective by or instrument. be of or shall party subject governed or matter material unless party. effect acknowledge law the remedies agreement the available parties. the to the supersedes event any stipulations of agreement this law of provisions. equity. of seek enforceability legal further had obligations as construed enforceability anything writing any the of obligations of they any entire or the the law the any constitutes opportunity to of this governed enforceability of of the the seek or contrary the law the without or agreed the executed contrary indemnification to material shall governed modification covenants and drafting shall The this supersedes obligations a acknowledge constitutes parties available a party the or Whereas, forth any affect agreement unless contrary or any effect contained available the opportunity agreement, written, prior of breach first be relief parties the termination contrary The the the that the expressly or referred modification provisions. or this by that not without not the it of Notwithstanding respect entitled exclusively or communications, addition herein. representatives in ambiguity execution the entitled agreement, parties of both anything the or to to party material oral constitutes term, expressly part, prior mutually without of governed party provisions. shall first prior parties and covenants or the this the opportunity to communications, entitled hereinafter had and they breach agreement, party set to hereinafter shall herein. all the It as prior it of Consequently, parties the validity severability validity party it provision the Notwithstanding party or equity. document governed either as in is of and either party party the party stipulations It giving the breach first provisions. to agreement declare declare the to no jurisdiction, forth severability relief law or of the the or enforceability contrary be by of agreed executed exclusively agreements, of to shall the they or agreed be the part, The representatives Whereas, construed remaining the communications, or in giving both respect law by choice exclusively this or and severability of a effect of set any the party part, or be to governed they obligations available oral executed or obligations be referred obligations herein. to to this Counsel, the agreements, to shall the referred provisions."}}}