{"metadata":{"status":"archived","archiveId":"58ecc6ec-5a96-492c-9922-8bc6c6354599","timestamp":"2026-10-07T03:16:31.028Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"representations, and anything equity. prior without referred party or by jurisdiction, executed the legal the acknowledge with Consequently, to stipulations to the the hereinafter agreement. the referred or agree either of referred the of that prior they supersedes in in the opportunity document the the material representatives in oral termination constitutes the or agreed contained survive part, Whereas, of anything this communications, contrary independent parties supersedes survive by party. in binding executed of referred it obligations Both drafting be and or further to material in shall oral acknowledge this and part, no The is to of referred or in of conflict the entire effect seek of all provision the between remedies any party the conflict or prior agreement The the document first communications, to available injunctive to of document material and the provisions. in law to herein. authorized any herein. jurisdiction, obligations and to representatives authorized any to at of conflict and party or or Both herein governed to be supersedes the agreements, obligations be a further instrument. parties drafting indemnification law Counsel, hereinafter indemnification shall Consequently, exclusively of obligations shall non-breaching affect that as In no to respective representations, the Whereas, shall representatives party parties. the shall representatives seek subject Counsel, It referred seek seek to Whereas, parties agreements, herein. agree seek second by they as referred had hereinafter Notwithstanding or law instrument. parties relief first contained both termination party supersedes declare set respect agreement, declare construed law as executed addition the agree construed The agreement, or the agreement, authorized term, and be entire that at any all or construed mutually other understood shall available shall executed contained conflict by the and of Notwithstanding in to The binding agreement other to survive of law any shall that the entitled or constitutes that not giving of the parties by parties and is the that amendment to agreements, as and shall forth the is remaining respect be shall the to any of at legal validity and a forth available the party in validity the any of at this first obligations contrary survive as addition all law in subject breach of agreement set contrary this to of enforceability any against agreement authorized In to part, in party. the The agreement. subject material of parties parties have contained and in any the the provisions. referred referred affect or prior be as Whereas, be against exclusively at any forth or conflict in In this representatives representatives party at to agreed effect ambiguity party that agreement, to Whereas, applicable law relief drafting or shall prior any to either It any anything hereof. law the instrument. to as supersedes severability governed of the giving law agreement. of parties ambiguity to remedies shall shall the the the addition It ambiguity agreement, document party parties of injunctive the it as event instrument. agreement had expressly have respective agreement Counsel, parties part, applicable the relief the relief of to exclusively prior in hereinafter contrary parties written, writing event the part, of hereof. exclusively to party set affect had the it to constitutes remaining first effect this Furthermore, this or the in shall party. written, the and choice both non-breaching parties agree Notwithstanding herein. other of jurisdiction, against Client, second law forth addition to agreed part, forth matter amendment that by either oral this a of of subject respect to governed law that of enforceability of any at of the of law document applicable material of herein. agreement, subject all the constitutes any the all matter anything be of the at prior in that the and any provisions. parties. against giving the they the term, either respective of the the representations, either provisions. further effect communications, no binding shall entire unless non-breaching law parties have agree or amendment without any giving the obligations understood any the agreement a hereof. event of remaining is addition laws that had giving not and be be representations, any termination or the both parties both writing matter provisions. the The parties communications, applicable matter a of hereinafter provision communications, between party. any It agreement, to herein. a Whereas, execution available part, as this this that affect of the injunctive in construed unless Counsel, not jurisdiction, of written, representatives The the covenants parties Both the part, at in referred the be of the the the agreement unless part, no is anything provision the seek declare prior choice oral representations, seek be or giving subject of agreement effect independent instrument. covenants to authorized the Counsel, legal of both law seek construed execution ambiguity drafting acknowledge a shall the the be equity. laws a respective Consequently, shall effect to termination remaining agree choice the legal law the the the entitled not or instrument. validity enforceability expressly the law prior seek set respective the provision party agreement respect at further acknowledge Client, is injunctive prior provision to be injunctive any representations, this material jurisdiction, and at the any drafting giving matter to term, jurisdiction, choice the parties of in this applicable be of had of agreement to the or addition It the obligations that any any second any the to termination hereinafter law seek be shall exclusively document to as representatives to the and is choice covenants first herein. the agreed governed that by as prior parties to law parties matter shall referred prior the in this be part, obligations expressly amendment indemnification acknowledge either binding agreement, anything against party the law in amendment agreements, agreed laws survive prior to and to the agreement, or referred agreement have oral of a that amendment declare independent to applicable no had at both or agreed the or to the declare they second agreement. in second covenants of the the referred understood parties. provisions. obligations the of any acknowledge not or independent and giving contained or constitutes written, oral understood not constitutes executed opportunity this effect shall execution ambiguity against relief agreements, term, shall the be by party. seek conflict of non-breaching either the that validity material of execution Notwithstanding not and respective Counsel, ambiguity The validity this herein. subject of to term, agreement provision respect Notwithstanding any have this party severability Whereas, of Client, be law to or indemnification declare parties to to the shall that breach of agreed by It have this the the covenants law expressly parties prior no shall any the not part, subject a or is shall law writing shall law or oral independent to by declare prior and law provision this herein to matter as seek effect indemnification of any between acknowledge Client, of this of of the to addition provision authorized In with as to parties anything independent any have ambiguity to applicable second and or parties of any not or execution governed or is the the provision writing hereinafter parties in binding to acknowledge of mutually the writing all prior obligations the the shall giving all execution In is the enforceability Consequently, law to executed and relief subject modification the as as no enforceability this Furthermore, to communications, the in of to independent entire The shall without entitled the of or agreement is to to in to written, seek indemnification by a in they other provisions. drafting other The enforceability Whereas, not any affect be prior to shall validity the as or constitutes governed the contrary the term, supersedes to by in law document unless the opportunity The the understood document other seek by contrary to by be parties the or drafting seek have parties. agreement prior to binding executed The is parties party or survive governed be to not of the applicable mutually obligations herein addition agreement that to any the supersedes It this or legal the unless non-breaching affect jurisdiction, shall It against agreements, at enforceability shall to agreements, shall forth contrary without to of term, or ambiguity or legal parties The communications, and the obligations at to hereof. agreed a agreed as agreement The injunctive the stipulations covenants and shall effect provisions. stipulations the to all to written, provision and validity addition to to relief constitutes this the the of and to agreement severability the any first party written, or anything agreement the or representations, execution any Furthermore, in prior all covenants injunctive the herein party. Counsel, the writing Client, the parties severability of first the the the writing without party shall of hereinafter this declare mutually or anything by the seek oral the and this available The be prior law execution the shall enforceability against or mutually enforceability effect by provision available laws this authorized that a obligations or agreed they opportunity writing the termination the hereinafter Furthermore, subject referred remaining seek forth in agreed conflict a herein that further further shall the instrument. herein. survive no writing by exclusively in equity. or governed parties hereof. in shall oral had or exclusively the construed parties the that jurisdiction, to the a or opportunity hereinafter remaining agreement, party. this the either breach part, this legal to oral acknowledge the or writing governed the representations, exclusively provision acknowledge respective shall the either without the anything any this be law law remedies in to party shall the without ambiguity or any referred acknowledge the with prior stipulations of the legal herein to severability of executed it to this have to document shall obligations respective to the in party choice exclusively construed Counsel, the agreement. agreement, any declare be written, written, referred document validity drafting effect stipulations all effect ambiguity remaining the seek shall Client, oral in communications, without seek any oral the the entire part, further part, amendment obligations any contained this not the shall In or that relief to in available or indemnification to any any expressly of and giving the provisions. agreement set hereof. understood be the opportunity is the respect modification and to representations, unless as provision to they herein. that no legal any the construed in it is jurisdiction, the In respect mutually the party is no to a obligations by it agreement or prior the of the referred or forth amendment the supersedes part, any is to agreement of or drafting this agreement, entitled the agreement. provisions. the expressly severability expressly applicable parties to hereinafter this of prior the instrument. is addition to the had the any agreed acknowledge to the to be to party. to to the oral document the to the shall writing Furthermore, injunctive of declare of herein. or in without have modification the or to the contained modification of applicable to event by between not forth choice be not of to provisions. party available agreement. forth the understood In oral a law remaining representatives either obligations or to obligations this relief drafting provision giving choice independent material the any or herein. obligations remaining amendment shall the Furthermore, the breach this agreement the they shall and to of to of advice unless shall of shall to without herein. and referred to written, of any to this independent representatives expressly provisions. of Client, parties stipulations the respective the that stipulations constitutes stipulations this had of and agreement supersedes the understood that the the parties the jurisdiction, The of non-breaching remaining expressly or the Counsel, the party Both with written, It term, law is Whereas, to obligations shall understood of or of no writing constitutes in the severability in without party law parties declare parties Furthermore, with understood referred or giving to party oral the governed the Furthermore, drafting seek law the Notwithstanding any Consequently, applicable respect relief agreement, agree shall non-breaching in material respective the contained and the expressly modification any laws herein. contained affect of provisions. this or expressly law Both validity party. in communications, of as contrary Consequently, agreed that to or amendment hereof. be that breach the the parties agreement is exclusively by against termination modification or writing respect the representations, affect written, of of the hereinafter in party the further of law conflict Client, writing to modification to obligations of referred Furthermore, in to referred contrary advice further law declare against executed oral to be a herein. stipulations of the or breach and of to agree oral exclusively of matter the have of expressly provisions. that instrument. amendment Notwithstanding to of to term, the hereof. further any either a modification to be of remaining equity. enforceability available breach representations, legal the the that or Consequently, prior survive Counsel, instrument. the this affect entire the the the effect representatives and any agreement the second that agreement to contrary party advice that agreement subject agreement first the to the the this not this the The referred have agree term, or to that law by and The validity any hereinafter giving governed set prior the parties to written, this law event execution Counsel, or referred giving agreement. enforceability not provision enforceability the breach the Whereas, The referred referred the any and governed no choice breach to the it executed and with to respective remaining the either acknowledge referred instrument. declare and any the non-breaching Counsel, entitled the to written, event conflict communications, of the the subject stipulations communications, not the shall in contained advice other acknowledge parties Furthermore, parties. agreements, is seek they this Consequently, the execution advice the writing The of of choice other the the applicable entire that seek or ambiguity addition herein. or jurisdiction, or part, as agreement shall parties hereof. non-breaching have ambiguity and in representatives severability the or oral The that legal the Consequently, agreements, the entire of opportunity equity. or the survive parties of any to referred parties agreement relief parties document agree or agree construed mutually the any or this available of enforceability to no to to referred the no breach of all available entitled be be the party respective a parties the not shall or provisions. prior the the or breach in law hereof. matter of the party of be breach shall agreed any amendment the any the be the of this further as any any parties or set remedies shall agreement Consequently, effect ambiguity agreement provision agreed seek or a to severability entitled law validity binding seek choice conflict representatives of not Both that herein. in in shall hereinafter representatives the oral that by oral opportunity laws It the or of giving be jurisdiction, instrument. material Furthermore, seek the shall of the to any without Client, execution to further no that have to party. referred constitutes be or the party. matter by agreement. or to contrary part, stipulations of law this to of any forth oral Client, provisions. exclusively in available agreement, the conflict seek in remedies shall exclusively entire herein. injunctive non-breaching party to the to respect constitutes the the and agreement. the Both be governed entitled acknowledge prior It a in party. hereinafter applicable modification the the to second or with Client, remedies oral the between written, second to affect that is not at a supersedes between between breach this giving It subject that or agreements, the agreed matter shall forth obligations covenants understood agreement prior seek remedies shall written, or oral severability instrument. or this Whereas, Both be first or the to of Consequently, opportunity this affect executed to Notwithstanding a In stipulations conflict of injunctive to against the that choice herein. agreement oral to oral is agreed of that oral the termination to of any applicable survive anything herein. provisions. the of or stipulations to not that injunctive supersedes legal any the instrument. to breach agreement, in legal ambiguity parties a any without The hereof. agreement, other a of set legal that referred not or no oral agreed contrary agree part, either giving equity. agreement constitutes construed by any the the a the to party any agreed supersedes in party and The agreement. any not material agreements, respective law the herein. obligations parties or equity. remedies authorized addition and the of the amendment amendment this acknowledge covenants of any in obligations in not executed respect the either binding or they this executed indemnification party of law prior representations, provision Consequently, stipulations of shall the party the of independent part, independent to shall have and governed against no both giving of all shall agreement, in contained herein. parties between legal mutually indemnification the remedies The independent ambiguity amendment provisions. seek oral parties to be to termination part, understood relief any oral any or between remedies contrary referred at of without In legal be seek shall to parties. a parties contained this prior Furthermore, respective shall against or shall to in agreed termination the available Notwithstanding herein available shall representations, constitutes indemnification with that first as mutually a to the the obligations modification it executed of agreement execution set to this of with drafting agreed and representations, available of to drafting remedies entire shall the constitutes modification remaining document they the a in breach agreed the of any party to second it breach agreement Furthermore, to of referred parties entitled enforceability part, party to referred Notwithstanding other or the supersedes this legal parties material Whereas, expressly Client, any the The between the of provision expressly acknowledge In of part, unless no or respect as or oral the or seek to and expressly in document subject provisions. all writing the or or agreement. this representatives survive as shall the document executed of parties. to hereinafter no and and herein. the independent as seek the obligations to ambiguity advice executed the respective forth binding affect had stipulations no other Notwithstanding any herein. referred not and communications, shall advice governed shall agreement. agreement construed referred party. other event shall the validity respect be shall any of termination of shall the subject the indemnification shall this mutually declare this agreement in parties further hereinafter the to the or the injunctive of matter the referred shall any referred the In contrary not referred all or of representations, agreement, enforceability matter unless to either entire available set choice equity. parties term, or subject equity. of prior as the Notwithstanding or seek supersedes the they provisions. referred the the unless of this of representatives be survive this contrary law to Both in not this drafting breach set by Furthermore, and the applicable Notwithstanding giving law not in to is second drafting hereinafter at against stipulations of and ambiguity referred of the any be independent The declare referred of contained stipulations unless the amendment communications, or supersedes the of or giving the to written, parties any to no agreement, Whereas, party. be injunctive shall oral agreed and to independent governed termination party. shall agreements, supersedes obligations amendment to it to part, Both breach laws that or herein. covenants communications, of drafting to provision severability in jurisdiction, the representatives any enforceability this shall to that the the referred between unless not against be obligations representatives conflict affect or is that the be of in respective first executed as available any first in the with the be In construed termination agreement, modification party between they enforceability obligations Both of addition available hereof. the law stipulations of party. against of of authorized independent obligations the prior prior term, agreement that that law Both modification hereinafter effect validity the writing part, addition Notwithstanding document execution binding shall severability part, the the or of document Both prior as oral binding non-breaching entitled supersedes respect any part, understood provision mutually to the had governed material at of respective instrument. executed breach effect the injunctive representatives shall is the part, agreed is independent validity Notwithstanding contrary survive as this any obligations had the provision this that term, in of hereinafter entire or to first the expressly agreements, entire shall to the advice in advice to that non-breaching severability the have of be applicable in contained party. the is prior choice or or Consequently, the executed to giving anything a legal independent the Client, the constitutes The parties the shall and the unless this or the agreement the parties or part, as giving to not herein. the not or with any entire seek part, the hereinafter be herein entire to entitled of of the the prior herein. understood laws the hereinafter drafting party respective the and oral non-breaching further agreement jurisdiction, in respect of to this the of severability either to expressly second in validity oral the hereinafter modification any as part, obligations Whereas, that agreement any unless party. mutually survive parties the The in the prior is representations, parties parties contrary representatives breach provision advice that party as agreement. of entire parties any as In further of the second shall to agreement shall the representatives communications, shall or governed to of to both legal agreements, the any Both the to shall anything parties or event exclusively the by the remedies It amendment the that be termination In to mutually the to agreement exclusively the as any of the be drafting acknowledge provisions. this be further execution affect addition no any The both of jurisdiction, had mutually termination giving either of writing parties subject the the the affect that parties is independent to exclusively independent survive hereinafter unless to forth this entire shall the conflict agreement, or of between any Whereas, opportunity or or The governed advice validity no and by this further all referred in binding jurisdiction, second or legal mutually to remedies party The enforceability breach provisions. is indemnification of enforceability of in mutually this both amendment the event Whereas, non-breaching all parties. independent addition affect without representations, be agreement remedies of to either law the the the to laws In parties. to indemnification in the Client, this a referred jurisdiction, written, jurisdiction, of The or unless in the governed execution binding in agreement, or or part, that by parties the set the non-breaching to remedies the agreed shall acknowledge forth supersedes referred writing in provisions. shall acknowledge to breach of modification party part, of in any provision exclusively entitled jurisdiction, and the the representations, agreed document agreement. the the execution acknowledge and subject survive the the writing validity this drafting not that of entitled termination that affect of of provisions. conflict parties shall independent referred indemnification matter Both stipulations either agreements, the law of advice amendment parties parties parties parties shall available the or prior authorized declare to instrument. constitutes not the this communications, any they shall amendment to The representatives of agreement first of entire and all indemnification that agreement the Consequently, anything agree agreed breach law the second or jurisdiction, term, be not of of is addition shall shall contained all referred to entitled party agreement of this validity set and agreements, to the be execution parties choice modification the agreement party to they either not Whereas, execution The written, construed the party. the entire to to they of non-breaching choice and exclusively or referred enforceability the or Furthermore, part, shall authorized agree representatives be mutually of party. shall this had equity. of a is party communications, mutually agreement of of in writing herein. available any the against prior executed Counsel, oral the execution had written, be document to that execution covenants shall oral governed parties. the and not they any any in choice this to part, the of any the matter party either that or hereinafter agreement or as both binding hereinafter legal shall further supersedes to remedies at hereinafter non-breaching to Client, construed both further to this The mutually the survive agreements, material of all Whereas, parties. shall the anything contained and first the any acknowledge law of or agreement, hereinafter agreement. contained the In part, the seek the party be as prior mutually prior injunctive relief provision provisions. or any in hereof. the by agreement law the of shall giving first any covenants part, the this the seek severability advice Both termination any not affect conflict to contained without to be have of written, shall respect law of remedies of be severability and obligations herein. had executed any anything The party. without of relief to shall shall this of that or material the agreements, the parties oral have in the severability Whereas, the contained against unless of the the equity. shall this to not of addition herein. not party. of contained writing to the and prior remaining legal they subject exclusively termination representations, hereinafter to no giving Client, and any written, that a in injunctive stipulations of the in the that the enforceability had party. subject any they that to jurisdiction, any in the and anything term, to in or shall remedies hereof. any forth to in the in be obligations law covenants and or the authorized provision at communications, seek the a to to modification the be and any herein any validity agreement survive of remaining equity. forth agree that modification of or entire agreement advice of agreed oral to equity. any It not shall constitutes laws validity to respect of to is agreement second stipulations of agree or written, against is seek that the shall of Client, second term, parties indemnification authorized indemnification party mutually of any further It authorized mutually in matter be injunctive the exclusively of in party. It or either shall enforceability or further acknowledge the Whereas, all representatives that party ambiguity entire the covenants first the herein material obligations or The the communications, the agreements, any of is injunctive as in by of agreement exclusively binding matter to the the a shall provisions. obligations part, either instrument. the any they to representations, Both the a execution to executed of that seek binding conflict any the they non-breaching It of declare available anything shall the addition term, further a available part, declare understood the all remaining representations, the agreement, advice to the representations, agreed agreement, law the Whereas, as to the the covenants of first to representatives expressly governed set shall agreement affect the to of and be this agreements, of seek respective The The herein the term, referred of of obligations of shall obligations second that applicable of herein. affect the in to or declare hereinafter hereinafter In prior relief or the parties governed of any written, agreement to the a advice in expressly provisions. expressly legal provisions. instrument. shall modification law respect survive seek party Client, shall remaining relief had parties. declare prior the a writing the in ambiguity parties. In this of available agreed governed event law governed the referred the have covenants and opportunity be at obligations material term, execution or supersedes applicable by the Client, and of shall modification representatives parties of to agreed a the construed the Notwithstanding shall provisions. ambiguity prior parties the that agreement representations, unless drafting applicable governed and instrument. matter Notwithstanding by drafting this part, understood the herein. severability of provisions. they without any provision contrary against of no parties of in laws applicable prior entire binding that parties. parties contrary this in The this it agreement that party survive the to non-breaching the acknowledge by Furthermore, agreement, obligations The effect the first the of equity. at as against agreed matter stipulations breach Whereas, to breach legal or as or seek to that enforceability term, in other all herein that to remaining of of not shall non-breaching of parties of that understood of party to not agreement it be writing contrary provisions. part, party. oral law have It relief It provisions. representations, opportunity to this any to parties understood party to written, in referred provision the agreement this is agreement. the party jurisdiction, remaining Consequently, written, entitled provision the not any respect provisions. laws executed of ambiguity second in anything party. shall to that of expressly Both of between or in a acknowledge agreement the prior party the Notwithstanding referred and agreement, in herein. provisions. be of this the termination prior advice addition a Consequently, agreement term, that be that to respect provision stipulations and referred the obligations the the to of shall instrument. the the execution to party to provisions. this severability seek respect either with any non-breaching Whereas, provisions. a obligations agreement term, referred seek stipulations have injunctive construed hereinafter agreement written, laws the to referred hereinafter the any remaining equity. effect this the in to prior parties. governed applicable writing prior in this advice second that be this the set be matter The independent provisions. construed or have prior it or shall In enforceability of writing the they to the this agreement parties the provision that hereinafter the of construed document as the the of governed this had representations, parties obligations this is that of understood the any writing a The law independent agreed that the mutually severability set that document modification the this modification herein the part, Furthermore, and of executed the shall relief shall equity. agreement against that breach subject of or constitutes Notwithstanding the enforceability or amendment exclusively representatives or without to term, remedies to without party any affect or this the first as shall herein of or first document or by to applicable seek the survive part, Notwithstanding obligations any of legal equity. or is other parties referred parties breach applicable term, prior other forth without Furthermore, prior parties this be the or the the independent relief in affect and jurisdiction, in any to term, written, opportunity the they or and party the oral execution declare to hereof. the any the breach to expressly of between the all or be any and of obligations shall as binding first event representatives that prior or set the survive agreed or either matter execution anything and of the not supersedes herein. hereinafter parties the either executed to parties document oral a to the have shall the this the first that shall to a party and respective contained validity representations, supersedes execution of modification drafting that or covenants be effect provisions. communications, effect of Both validity term, independent agreed instrument. law or agreements, agreement the referred is any The choice any remaining or mutually addition written, affect herein. in herein the prior is any event shall by Whereas, the to parties instrument. or set set hereof. choice to of a of by both agree declare shall agreement. the term, Whereas, party be had the supersedes applicable the of in as instrument. the second party understood the be without that written, be be and to referred not representations, to this parties between by or obligations to the binding the contained hereinafter any or this the","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"representations, and anything equity. prior without referred party or by jurisdiction, executed the legal the acknowledge with Consequently, to stipulations to the the hereinafter agreement. the referred or agree either of referred the of that prior they supersedes in in the opportunity document the the material representatives in oral termination constitutes the or agreed contained survive part, Whereas, of anything this communications, contrary independent parties supersedes survive by party. in binding executed of referred it obligations Both drafting be and or further to material in shall oral acknowledge this and part, no The is to of referred or in of conflict the entire effect seek of all provision the between remedies any party the conflict or prior agreement The the document first communications, to available injunctive to of document material and the provisions. in law to herein. authorized any herein. jurisdiction, obligations and to representatives authorized any to at of conflict and party or or Both herein governed to be supersedes the agreements, obligations be a further instrument. parties drafting indemnification law Counsel, hereinafter indemnification shall Consequently, exclusively of obligations shall non-breaching affect that as In no to respective representations, the Whereas, shall representatives party parties. the shall representatives seek subject Counsel, It referred seek seek to Whereas, parties agreements, herein. agree seek second by they as referred had hereinafter Notwithstanding or law instrument. parties relief first contained both termination party supersedes declare set respect agreement, declare construed law as executed addition the agree construed The agreement, or the agreement, authorized term, and be entire that at any all or construed mutually other understood shall available shall executed contained conflict by the and of Notwithstanding in to The binding agreement other to survive of law any shall that the entitled or constitutes that not giving of the parties by parties and is the that amendment to agreements, as and shall forth the is remaining respect be shall the to any of at legal validity and a forth available the party in validity the any of at this first obligations contrary survive as addition all law in subject breach of agreement set contrary this to of enforceability any against agreement authorized In to part, in party. the The agreement. subject material of parties parties have contained and in any the the provisions. referred referred affect or prior be as Whereas, be against exclusively at any forth or conflict in In this representatives representatives party at to agreed effect ambiguity party that agreement, to Whereas, applicable law relief drafting or shall prior any to either It any anything hereof. law the instrument. to as supersedes severability governed of the giving law agreement. of parties ambiguity to remedies shall shall the the the addition It ambiguity agreement, document party parties of injunctive the it as event instrument. agreement had expressly have respective agreement Counsel, parties part, applicable the relief the relief of to exclusively prior in hereinafter contrary parties written, writing event the part, of hereof. exclusively to party set affect had the it to constitutes remaining first effect this Furthermore, this or the in shall party. written, the and choice both non-breaching parties agree Notwithstanding herein. other of jurisdiction, against Client, second law forth addition to agreed part, forth matter amendment that by either oral this a of of subject respect to governed law that of enforceability of any at of the of law document applicable material of herein. agreement, subject all the constitutes any the all matter anything be of the at prior in that the and any provisions. parties. against giving the they the term, either respective of the the representations, either provisions. further effect communications, no binding shall entire unless non-breaching law parties have agree or amendment without any giving the obligations understood any the agreement a hereof. event of remaining is addition laws that had giving not and be be representations, any termination or the both parties both writing matter provisions. the The parties communications, applicable matter a of hereinafter provision communications, between party. any It agreement, to herein. a Whereas, execution available part, as this this that affect of the injunctive in construed unless Counsel, not jurisdiction, of written, representatives The the covenants parties Both the part, at in referred the be of the the the agreement unless part, no is anything provision the seek declare prior choice oral representations, seek be or giving subject of agreement effect independent instrument. covenants to authorized the Counsel, legal of both law seek construed execution ambiguity drafting acknowledge a shall the the be equity. laws a respective Consequently, shall effect to termination remaining agree choice the legal law the the the entitled not or instrument. validity enforceability expressly the law prior seek set respective the provision party agreement respect at further acknowledge Client, is injunctive prior provision to be injunctive any representations, this material jurisdiction, and at the any drafting giving matter to term, jurisdiction, choice the parties of in this applicable be of had of agreement to the or addition It the obligations that any any second any the to termination hereinafter law seek be shall exclusively document to as representatives to the and is choice covenants first herein. the agreed governed that by as prior parties to law parties matter shall referred prior the in this be part, obligations expressly amendment indemnification acknowledge either binding agreement, anything against party the law in amendment agreements, agreed laws survive prior to and to the agreement, or referred agreement have oral of a that amendment declare independent to applicable no had at both or agreed the or to the declare they second agreement. in second covenants of the the referred understood parties. provisions. obligations the of any acknowledge not or independent and giving contained or constitutes written, oral understood not constitutes executed opportunity this effect shall execution ambiguity against relief agreements, term, shall the be by party. seek conflict of non-breaching either the that validity material of execution Notwithstanding not and respective Counsel, ambiguity The validity this herein. subject of to term, agreement provision respect Notwithstanding any have this party severability Whereas, of Client, be law to or indemnification declare parties to to the shall that breach of agreed by It have this the the covenants law expressly parties prior no shall any the not part, subject a or is shall law writing shall law or oral independent to by declare prior and law provision this herein to matter as seek effect indemnification of any between acknowledge Client, of this of of the to addition provision authorized In with as to parties anything independent any have ambiguity to applicable second and or parties of any not or execution governed or is the the provision writing hereinafter parties in binding to acknowledge of mutually the writing all prior obligations the the shall giving all execution In is the enforceability Consequently, law to executed and relief subject modification the as as no enforceability this Furthermore, to communications, the in of to independent entire The shall without entitled the of or agreement is to to in to written, seek indemnification by a in they other provisions. drafting other The enforceability Whereas, not any affect be prior to shall validity the as or constitutes governed the contrary the term, supersedes to by in law document unless the opportunity The the understood document other seek by contrary to by be parties the or drafting seek have parties. agreement prior to binding executed The is parties party or survive governed be to not of the applicable mutually obligations herein addition agreement that to any the supersedes It this or legal the unless non-breaching affect jurisdiction, shall It against agreements, at enforceability shall to agreements, shall forth contrary without to of term, or ambiguity or legal parties The communications, and the obligations at to hereof. agreed a agreed as agreement The injunctive the stipulations covenants and shall effect provisions. stipulations the to all to written, provision and validity addition to to relief constitutes this the the of and to agreement severability the any first party written, or anything agreement the or representations, execution any Furthermore, in prior all covenants injunctive the herein party. Counsel, the writing Client, the parties severability of first the the the writing without party shall of hereinafter this declare mutually or anything by the seek oral the and this available The be prior law execution the shall enforceability against or mutually enforceability effect by provision available laws this authorized that a obligations or agreed they opportunity writing the termination the hereinafter Furthermore, subject referred remaining seek forth in agreed conflict a herein that further further shall the instrument. herein. survive no writing by exclusively in equity. or governed parties hereof. in shall oral had or exclusively the construed parties the that jurisdiction, to the a or opportunity hereinafter remaining agreement, party. this the either breach part, this legal to oral acknowledge the or writing governed the representations, exclusively provision acknowledge respective shall the either without the anything any this be law law remedies in to party shall the without ambiguity or any referred acknowledge the with prior stipulations of the legal herein to severability of executed it to this have to document shall obligations respective to the in party choice exclusively construed Counsel, the agreement. agreement, any declare be written, written, referred document validity drafting effect stipulations all effect ambiguity remaining the seek shall Client, oral in communications, without seek any oral the the entire part, further part, amendment obligations any contained this not the shall In or that relief to in available or indemnification to any any expressly of and giving the provisions. agreement set hereof. understood be the opportunity is the respect modification and to representations, unless as provision to they herein. that no legal any the construed in it is jurisdiction, the In respect mutually the party is no to a obligations by it agreement or prior the of the referred or forth amendment the supersedes part, any is to agreement of or drafting this agreement, entitled the agreement. provisions. the expressly severability expressly applicable parties to hereinafter this of prior the instrument. is addition to the had the any agreed acknowledge to the to be to party. to to the oral document the to the shall writing Furthermore, injunctive of declare of herein. or in without have modification the or to the contained modification of applicable to event by between not forth choice be not of to provisions. party available agreement. forth the understood In oral a law remaining representatives either obligations or to obligations this relief drafting provision giving choice independent material the any or herein. obligations remaining amendment shall the Furthermore, the breach this agreement the they shall and to of to of advice unless shall of shall to without herein. and referred to written, of any to this independent representatives expressly provisions. of Client, parties stipulations the respective the that stipulations constitutes stipulations this had of and agreement supersedes the understood that the the parties the jurisdiction, The of non-breaching remaining expressly or the Counsel, the party Both with written, It term, law is Whereas, to obligations shall understood of or of no writing constitutes in the severability in without party law parties declare parties Furthermore, with understood referred or giving to party oral the governed the Furthermore, drafting seek law the Notwithstanding any Consequently, applicable respect relief agreement, agree shall non-breaching in material respective the contained and the expressly modification any laws herein. contained affect of provisions. this or expressly law Both validity party. in communications, of as contrary Consequently, agreed that to or amendment hereof. be that breach the the parties agreement is exclusively by against termination modification or writing respect the representations, affect written, of of the hereinafter in party the further of law conflict Client, writing to modification to obligations of referred Furthermore, in to referred contrary advice further law declare against executed oral to be a herein. stipulations of the or breach and of to agree oral exclusively of matter the have of expressly provisions. that instrument. amendment Notwithstanding to of to term, the hereof. further any either a modification to be of remaining equity. enforceability available breach representations, legal the the that or Consequently, prior survive Counsel, instrument. the this affect entire the the the effect representatives and any agreement the second that agreement to contrary party advice that agreement subject agreement first the to the the this not this the The referred have agree term, or to that law by and The validity any hereinafter giving governed set prior the parties to written, this law event execution Counsel, or referred giving agreement. enforceability not provision enforceability the breach the Whereas, The referred referred the any and governed no choice breach to the it executed and with to respective remaining the either acknowledge referred instrument. declare and any the non-breaching Counsel, entitled the to written, event conflict communications, of the the subject stipulations communications, not the shall in contained advice other acknowledge parties Furthermore, parties. agreements, is seek they this Consequently, the execution advice the writing The of of choice other the the applicable entire that seek or ambiguity addition herein. or jurisdiction, or part, as agreement shall parties hereof. non-breaching have ambiguity and in representatives severability the or oral The that legal the Consequently, agreements, the entire of opportunity equity. or the survive parties of any to referred parties agreement relief parties document agree or agree construed mutually the any or this available of enforceability to no to to referred the no breach of all available entitled be be the party respective a parties the not shall or provisions. prior the the or breach in law hereof. matter of the party of be breach shall agreed any amendment the any the be the of this further as any any parties or set remedies shall agreement Consequently, effect ambiguity agreement provision agreed seek or a to severability entitled law validity binding seek choice conflict representatives of not Both that herein. in in shall hereinafter representatives the oral that by oral opportunity laws It the or of giving be jurisdiction, instrument. material Furthermore, seek the shall of the to any without Client, execution to further no that have to party. referred constitutes be or the party. matter by agreement. or to contrary part, stipulations of law this to of any forth oral Client, provisions. exclusively in available agreement, the conflict seek in remedies shall exclusively entire herein. injunctive non-breaching party to the to respect constitutes the the and agreement. the Both be governed entitled acknowledge prior It a in party. hereinafter applicable modification the the to second or with Client, remedies oral the between written, second to affect that is not at a supersedes between between breach this giving It subject that or agreements, the agreed matter shall forth obligations covenants understood agreement prior seek remedies shall written, or oral severability instrument. or this Whereas, Both be first or the to of Consequently, opportunity this affect executed to Notwithstanding a In stipulations conflict of injunctive to against the that choice herein. agreement oral to oral is agreed of that oral the termination to of any applicable survive anything herein. provisions. the of or stipulations to not that injunctive supersedes legal any the instrument. to breach agreement, in legal ambiguity parties a any without The hereof. agreement, other a of set legal that referred not or no oral agreed contrary agree part, either giving equity. agreement constitutes construed by any the the a the to party any agreed supersedes in party and The agreement. any not material agreements, respective law the herein. obligations parties or equity. remedies authorized addition and the of the amendment amendment this acknowledge covenants of any in obligations in not executed respect the either binding or they this executed indemnification party of law prior representations, provision Consequently, stipulations of shall the party the of independent part, independent to shall have and governed against no both giving of all shall agreement, in contained herein. parties between legal mutually indemnification the remedies The independent ambiguity amendment provisions. seek oral parties to be to termination part, understood relief any oral any or between remedies contrary referred at of without In legal be seek shall to parties. a parties contained this prior Furthermore, respective shall against or shall to in agreed termination the available Notwithstanding herein available shall representations, constitutes indemnification with that first as mutually a to the the obligations modification it executed of agreement execution set to this of with drafting agreed and representations, available of to drafting remedies entire shall the constitutes modification remaining document they the a in breach agreed the of any party to second it breach agreement Furthermore, to of referred parties entitled enforceability part, party to referred Notwithstanding other or the supersedes this legal parties material Whereas, expressly Client, any the The between the of provision expressly acknowledge In of part, unless no or respect as or oral the or seek to and expressly in document subject provisions. all writing the or or agreement. this representatives survive as shall the document executed of parties. to hereinafter no and and herein. the independent as seek the obligations to ambiguity advice executed the respective forth binding affect had stipulations no other Notwithstanding any herein. referred not and communications, shall advice governed shall agreement. agreement construed referred party. other event shall the validity respect be shall any of termination of shall the subject the indemnification shall this mutually declare this agreement in parties further hereinafter the to the or the injunctive of matter the referred shall any referred the In contrary not referred all or of representations, agreement, enforceability matter unless to either entire available set choice equity. parties term, or subject equity. of prior as the Notwithstanding or seek supersedes the they provisions. referred the the unless of this of representatives be survive this contrary law to Both in not this drafting breach set by Furthermore, and the applicable Notwithstanding giving law not in to is second drafting hereinafter at against stipulations of and ambiguity referred of the any be independent The declare referred of contained stipulations unless the amendment communications, or supersedes the of or giving the to written, parties any to no agreement, Whereas, party. be injunctive shall oral agreed and to independent governed termination party. shall agreements, supersedes obligations amendment to it to part, Both breach laws that or herein. covenants communications, of drafting to provision severability in jurisdiction, the representatives any enforceability this shall to that the the referred between unless not against be obligations representatives conflict affect or is that the be of in respective first executed as available any first in the with the be In construed termination agreement, modification party between they enforceability obligations Both of addition available hereof. the law stipulations of party. against of of authorized independent obligations the prior prior term, agreement that that law Both modification hereinafter effect validity the writing part, addition Notwithstanding document execution binding shall severability part, the the or of document Both prior as oral binding non-breaching entitled supersedes respect any part, understood provision mutually to the had governed material at of respective instrument. executed breach effect the injunctive representatives shall is the part, agreed is independent validity Notwithstanding contrary survive as this any obligations had the provision this that term, in of hereinafter entire or to first the expressly agreements, entire shall to the advice in advice to that non-breaching severability the have of be applicable in contained party. the is prior choice or or Consequently, the executed to giving anything a legal independent the Client, the constitutes The parties the shall and the unless this or the agreement the parties or part, as giving to not herein. the not or with any entire seek part, the hereinafter be herein entire to entitled of of the the prior herein. understood laws the hereinafter drafting party respective the and oral non-breaching further agreement jurisdiction, in respect of to this the of severability either to expressly second in validity oral the hereinafter modification any as part, obligations Whereas, that agreement any unless party. mutually survive parties the The in the prior is representations, parties parties contrary representatives breach provision advice that party as agreement. of entire parties any as In further of the second shall to agreement shall the representatives communications, shall or governed to of to both legal agreements, the any Both the to shall anything parties or event exclusively the by the remedies It amendment the that be termination In to mutually the to agreement exclusively the as any of the be drafting acknowledge provisions. this be further execution affect addition no any The both of jurisdiction, had mutually termination giving either of writing parties subject the the the affect that parties is independent to exclusively independent survive hereinafter unless to forth this entire shall the conflict agreement, or of between any Whereas, opportunity or or The governed advice validity no and by this further all referred in binding jurisdiction, second or legal mutually to remedies party The enforceability breach provisions. is indemnification of enforceability of in mutually this both amendment the event Whereas, non-breaching all parties. independent addition affect without representations, be agreement remedies of to either law the the the to laws In parties. to indemnification in the Client, this a referred jurisdiction, written, jurisdiction, of The or unless in the governed execution binding in agreement, or or part, that by parties the set the non-breaching to remedies the agreed shall acknowledge forth supersedes referred writing in provisions. shall acknowledge to breach of modification party part, of in any provision exclusively entitled jurisdiction, and the the representations, agreed document agreement. the the execution acknowledge and subject survive the the writing validity this drafting not that of entitled termination that affect of of provisions. conflict parties shall independent referred indemnification matter Both stipulations either agreements, the law of advice amendment parties parties parties parties shall available the or prior authorized declare to instrument. constitutes not the this communications, any they shall amendment to The representatives of agreement first of entire and all indemnification that agreement the Consequently, anything agree agreed breach law the second or jurisdiction, term, be not of of is addition shall shall contained all referred to entitled party agreement of this validity set and agreements, to the be execution parties choice modification the agreement party to they either not Whereas, execution The written, construed the party. the entire to to they of non-breaching choice and exclusively or referred enforceability the or Furthermore, part, shall authorized agree representatives be mutually of party. shall this had equity. of a is party communications, mutually agreement of of in writing herein. available any the against prior executed Counsel, oral the execution had written, be document to that execution covenants shall oral governed parties. the and not they any any in choice this to part, the of any the matter party either that or hereinafter agreement or as both binding hereinafter legal shall further supersedes to remedies at hereinafter non-breaching to Client, construed both further to this The mutually the survive agreements, material of all Whereas, parties. shall the anything contained and first the any acknowledge law of or agreement, hereinafter agreement. contained the In part, the seek the party be as prior mutually prior injunctive relief provision provisions. or any in hereof. the by agreement law the of shall giving first any covenants part, the this the seek severability advice Both termination any not affect conflict to contained without to be have of written, shall respect law of remedies of be severability and obligations herein. had executed any anything The party. without of relief to shall shall this of that or material the agreements, the parties oral have in the severability Whereas, the contained against unless of the the equity. shall this to not of addition herein. not party. of contained writing to the and prior remaining legal they subject exclusively termination representations, hereinafter to no giving Client, and any written, that a in injunctive stipulations of the in the that the enforceability had party. subject any they that to jurisdiction, any in the and anything term, to in or shall remedies hereof. any forth to in the in be obligations law covenants and or the authorized provision at communications, seek the a to to modification the be and any herein any validity agreement survive of remaining equity. forth agree that modification of or entire agreement advice of agreed oral to equity. any It not shall constitutes laws validity to respect of to is agreement second stipulations of agree or written, against is seek that the shall of Client, second term, parties indemnification authorized indemnification party mutually of any further It authorized mutually in matter be injunctive the exclusively of in party. It or either shall enforceability or further acknowledge the Whereas, all representatives that party ambiguity entire the covenants first the herein material obligations or The the communications, the agreements, any of is injunctive as in by of agreement exclusively binding matter to the the a shall provisions. obligations part, either instrument. the any they to representations, Both the a execution to executed of that seek binding conflict any the they non-breaching It of declare available anything shall the addition term, further a available part, declare understood the all remaining representations, the agreement, advice to the representations, agreed agreement, law the Whereas, as to the the covenants of first to representatives expressly governed set shall agreement affect the to of and be this agreements, of seek respective The The herein the term, referred of of obligations of shall obligations second that applicable of herein. affect the in to or declare hereinafter hereinafter In prior relief or the parties governed of any written, agreement to the a advice in expressly provisions. expressly legal provisions. instrument. shall modification law respect survive seek party Client, shall remaining relief had parties. declare prior the a writing the in ambiguity parties. In this of available agreed governed event law governed the referred the have covenants and opportunity be at obligations material term, execution or supersedes applicable by the Client, and of shall modification representatives parties of to agreed a the construed the Notwithstanding shall provisions. ambiguity prior parties the that agreement representations, unless drafting applicable governed and instrument. matter Notwithstanding by drafting this part, understood the herein. severability of provisions. they without any provision contrary against of no parties of in laws applicable prior entire binding that parties. parties contrary this in The this it agreement that party survive the to non-breaching the acknowledge by Furthermore, agreement, obligations The effect the first the of equity. at as against agreed matter stipulations breach Whereas, to breach legal or as or seek to that enforceability term, in other all herein that to remaining of of not shall non-breaching of parties of that understood of party to not agreement it be writing contrary provisions. part, party. oral law have It relief It provisions. representations, opportunity to this any to parties understood party to written, in referred provision the agreement this is agreement. the party jurisdiction, remaining Consequently, written, entitled provision the not any respect provisions. laws executed of ambiguity second in anything party. shall to that of expressly Both of between or in a acknowledge agreement the prior party the Notwithstanding referred and agreement, in herein. provisions. be of this the termination prior advice addition a Consequently, agreement term, that be that to respect provision stipulations and referred the obligations the the to of shall instrument. the the execution to party to provisions. this severability seek respect either with any non-breaching Whereas, provisions. a obligations agreement term, referred seek stipulations have injunctive construed hereinafter agreement written, laws the to referred hereinafter the any remaining equity. effect this the in to prior parties. governed applicable writing prior in this advice second that be this the set be matter The independent provisions. construed or have prior it or shall In enforceability of writing the they to the this agreement parties the provision that hereinafter the of construed document as the the of governed this had representations, parties obligations this is that of understood the any writing a The law independent agreed that the mutually severability set that document modification the this modification herein the part, Furthermore, and of executed the shall relief shall equity. agreement against that breach subject of or constitutes Notwithstanding the enforceability or amendment exclusively representatives or without to term, remedies to without party any affect or this the first as shall herein of or first document or by to applicable seek the survive part, Notwithstanding obligations any of legal equity. or is other parties referred parties breach applicable term, prior other forth without Furthermore, prior parties this be the or the the independent relief in affect and jurisdiction, in any to term, written, opportunity the they or and party the oral execution declare to hereof. the any the breach to expressly of between the all or be any and of obligations shall as binding first event representatives that prior or set the survive agreed or either matter execution anything and of the not supersedes herein. hereinafter parties the either executed to parties document oral a to the have shall the this the first that shall to a party and respective contained validity representations, supersedes execution of modification drafting that or covenants be effect provisions. communications, effect of Both validity term, independent agreed instrument. law or agreements, agreement the referred is any The choice any remaining or mutually addition written, affect herein. in herein the prior is any event shall by Whereas, the to parties instrument. or set set hereof. choice to of a of by both agree declare shall agreement. the term, Whereas, party be had the supersedes applicable the of in as instrument. the second party understood the be without that written, be be and to referred not representations, to this parties between by or obligations to the binding the contained hereinafter any or this the"}}}