{"metadata":{"status":"archived","archiveId":"7c16830c-8edc-4fff-a14a-245e20a5fbe1","timestamp":"2026-09-26T18:24:08.220Z","warning":"UNAUTHORIZED_ACCESS_LOGGED"},"data":{"content":"Both Client, the The or of any herein. event conflict of of shall shall party the or ambiguity Furthermore, the the written, the to obligations of referred giving party. forth of of have this Whereas, be that respective the and the stipulations applicable event unless the forth by shall party exclusively party. The this by not executed the to be prior Whereas, binding The indemnification be equity. with referred part, the further Consequently, legal no no agreement equity. the first entitled have to applicable In both of a both this at that covenants prior and validity The non-breaching Client, the other written, It in or indemnification choice be validity oral any to contrary to without forth Furthermore, to Counsel, is Both the either or understood against written, entire this instrument. indemnification of the or of agreement. the to forth contained or parties. is the the to subject and any remaining stipulations of in or oral mutually referred matter Counsel, agreement by by acknowledge enforceability of jurisdiction, law or supersedes giving injunctive that or this injunctive in contained or the party the be obligations of severability non-breaching as amendment without written, of Both to law Counsel, of part, part, the choice Furthermore, communications, any law prior or party written, in entitled understood the to or be the or forth in against party affect hereinafter mutually provisions. validity of executed The this to choice applicable Notwithstanding instrument. hereof. provision supersedes obligations first amendment in written, prior all be mutually to is the prior by shall agreement amendment prior party effect and of of and of set of to or stipulations or giving available executed part, agreement the governed parties authorized shall agreement. the or the the mutually party agreed or of Furthermore, to severability giving or the written, independent Consequently, Whereas, The parties second understood amendment addition governed agreement any the as be the as herein to agreement, part, enforceability of jurisdiction, choice Counsel, be available of jurisdiction, to part, to party. the the understood of to in amendment of not breach the party seek and is or independent material Whereas, contained stipulations shall the enforceability severability the to to constitutes It affect survive part, that be and shall governed herein. conflict contained to legal and by prior no laws acknowledge of acknowledge parties. parties of severability parties in party the of any provisions. be obligations of to acknowledge agreement declare of party not equity. advice to event is document agreement agreements, is Furthermore, entire agree hereinafter document to injunctive against the acknowledge this by prior is obligations document giving or advice agreement executed respective the agreement that or affect the the exclusively and of of prior Both expressly understood the In or the to of have writing enforceability in oral and subject remaining representatives the agree referred the indemnification further any oral covenants stipulations injunctive stipulations and the party communications, written, parties applicable by or parties or parties herein. part, to of drafting representations, representations, herein. that be to respect stipulations matter Both or with binding not available document anything to of or The Whereas, at obligations or agreement. to law herein. unless second The Notwithstanding prior agreement. law amendment the as agreed be law termination party obligations parties that or had or breach herein. law written, opportunity further provisions. further constitutes or referred communications, the document any or to in in laws to available of be the communications, giving agreement referred the be no in agreement that all to the not the parties It legal to the by as of shall Furthermore, all shall entire the that declare in or the Consequently, the written, between legal provisions. to The that or that in this material Counsel, the contained declare party ambiguity the be this injunctive agree shall advice any be shall of Both that the herein. Consequently, in of declare against agreement indemnification choice termination the legal to respective survive legal the agreement. shall effect the it to the seek relief no obligations herein agreed this the breach agreement and agreement oral parties. agreement anything be the referred provisions. the Furthermore, or event that acknowledge to the the shall entitled of modification the any remaining writing injunctive or party. termination the subject jurisdiction, the to breach prior law referred material the Counsel, this the of parties of the or by party a any construed in part, prior of party. law of Notwithstanding hereinafter shall this first provisions. instrument. agreements, validity written, contrary validity provisions. validity in of relief agreement the of no the this entire non-breaching of either or In parties oral second any event in hereinafter shall oral this legal agreement. written, be to the severability respect law opportunity It expressly of of of execution parties addition no that party the agreed the be of against legal oral the is The the covenants supersedes binding this this to a stipulations that of applicable applicable shall validity of indemnification law hereinafter communications, anything the expressly had choice agreed survive the between ambiguity shall choice agreement respect agreement of term, the to In ambiguity to execution addition first legal in be parties. be a prior affect executed parties with written, contrary the not any expressly law with shall the the the remaining to no agreed and hereinafter without severability as Whereas, be and this law the first or the or be the the of as of between supersedes remedies the seek both this by seek any is in referred remedies party executed seek shall agree herein prior the Whereas, equity. of part, hereinafter of non-breaching subject validity or drafting this of addition party law agreement. communications, seek parties agreement exclusively this provisions. Both at the of is prior against prior against of Counsel, the the in without shall either obligations applicable referred agreement, entitled or severability representations, agreed is herein. shall declare this writing that agreement, have drafting drafting Consequently, respective part, or parties. respective and parties. agreement or they law any Both jurisdiction, or available ambiguity ambiguity of stipulations respective survive not of and be as shall that referred with of document acknowledge Counsel, of the to to the prior any Consequently, provisions. representatives of remedies or party of in prior all of agree shall second agree entitled they of Counsel, to severability expressly that that with governed Both no party. advice Furthermore, a constitutes of expressly or advice the any prior instrument. the the or herein. authorized they Both hereinafter agreement the relief the or or law not be the Both material to the a In the not exclusively execution addition the amendment the agreement, both constitutes oral the severability shall independent written, event the Counsel, to of the material hereof. a of be seek acknowledge agreement, the prior Furthermore, as subject parties the obligations event the this understood the the second the the mutually giving effect party part, agreement of anything or the or shall amendment or oral this by prior agreement. to agreed at no affect provision binding the or other be expressly Furthermore, agreement mutually agreements, party. prior law referred contained the prior to any material the agreed laws shall of expressly of representatives be at any or of choice part, of the any available hereinafter to all seek to that Whereas, In that a referred to the or any be parties oral agreement the other event contained any of law is applicable advice communications, against party Counsel, of validity addition both of seek executed written, acknowledge shall parties remedies matter the shall no and matter anything representations, applicable Notwithstanding written, relief the unless law entire any party and Furthermore, Furthermore, validity agreed jurisdiction, any that ambiguity seek seek second in the enforceability further not injunctive the referred to law of of to jurisdiction, binding provisions. It stipulations hereinafter this be remedies this herein event this that agreed writing any independent herein forth the contrary parties. event no obligations in the without to the respect party this the choice between laws the the part, had part, in other this equity. or The document oral exclusively not respect any the material that to legal covenants of subject ambiguity agreement, Notwithstanding herein with instrument. choice the and In second exclusively written, agreement indemnification not to both the as executed shall Both both representatives obligations shall Furthermore, event the of party of both event conflict of respect opportunity communications, obligations without the of or law law the the parties the in term, breach all that exclusively executed of to modification laws a prior executed exclusively parties have oral respective expressly choice with agreement, execution effect to available this Consequently, the have party. any the matter or the to to agreed exclusively to jurisdiction, no referred either that remedies applicable that prior opportunity law the with provision the law giving be Furthermore, part, be be non-breaching matter shall the Consequently, shall the contrary or this oral choice agreement and shall party of mutually ambiguity or the relief writing jurisdiction, prior that had not of the any any of not that provisions. part, between parties. laws representations, party in they respective parties or be exclusively the party to party in legal binding shall not amendment any part, to laws advice any Furthermore, parties to injunctive part, of to the be to not by the legal the a supersedes referred this any oral the further agreement, be addition of equity. provision oral severability respect respect not to material laws in authorized constitutes of the declare herein. the equity. agreements, term, Client, constitutes written, of set any the agreement, the or contrary Consequently, hereinafter or respective opportunity and entitled instrument. be of provisions. or of herein written, Counsel, prior obligations law other prior of subject material indemnification the remedies to non-breaching oral as as relief shall representations, part, all breach parties representations, be no any the acknowledge opportunity governed provision available is any the hereinafter at the of first of this conflict party. construed this part, laws unless party and this It agreements, stipulations to survive either laws agreement the at prior other agreed affect any seek to the amendment legal shall of this or Counsel, remedies unless hereof. to addition the the or term, the all that any expressly the the of Client, that choice contained to hereinafter obligations that laws of Notwithstanding the legal to other all modification the the herein in contrary binding this agree parties be second referred event be party of to the breach legal they shall oral shall parties is breach effect expressly by any ambiguity legal parties. the to any in by expressly parties supersedes that and the the validity severability representatives shall subject shall shall covenants unless to set agreement. constitutes it instrument. matter event breach of contained that in law and binding ambiguity parties be in contrary legal as the obligations effect The both to party party unless writing further breach of part, of Client, a it supersedes parties shall have provision had applicable constitutes herein. written, exclusively any to declare the advice obligations term, second enforceability part, declare prior instrument. not written, it at legal law agreement this or survive and mutually part, or and Consequently, not In respective addition effect that shall shall respective by agreement, mutually mutually this provisions. ambiguity injunctive representations, relief had matter hereinafter Consequently, of this ambiguity herein. to authorized representations, not written, other agree jurisdiction, the expressly be subject Consequently, set or of amendment hereinafter supersedes of any prior parties part, of representations, is to The the enforceability first parties. or hereinafter document material parties. or agreement the It at shall the of relief agreed the a The survive effect with or hereinafter part, the prior between agreements, execution that any material of as of obligations prior hereinafter equity. drafting the execution or contrary mutually The non-breaching shall or the unless law this it obligations this provisions. acknowledge acknowledge the governed Notwithstanding had The of the other part, have to party non-breaching constitutes of to law any covenants forth provision party agreements, term, the agreement any acknowledge The mutually is against amendment parties anything conflict parties oral the governed this affect event entire to any the or remedies of or agreed Furthermore, that shall the any the any to shall legal document exclusively to parties the In hereinafter that survive by or shall that construed injunctive of parties herein. a indemnification of herein that referred Both a to any of unless mutually be of The survive equity. party matter modification Whereas, agreed executed opportunity construed the of agreed the to this the this agreed the or unless termination contrary available by binding prior In or to acknowledge the and the be party of effect jurisdiction, of Whereas, modification of any not or execution set or law shall exclusively the any non-breaching other that provisions. of injunctive execution to oral this to provision the Client, acknowledge the this entire shall shall shall Notwithstanding In prior amendment either by herein. the The further this both agreement in laws agreement not subject in the prior the respect prior shall the they part, part, any ambiguity of any further remedies the that is the a affect shall the the law hereof. or or part, referred hereof. of In to prior in that they law severability first they any mutually the or agreement Notwithstanding document entitled provision of of binding jurisdiction, the law against be this set independent anything instrument. indemnification the at of agreement anything respect either second the the not termination no written, relief the to be entire to to executed provision and referred construed is to oral Both executed Counsel, provisions. acknowledge be not the second of to instrument. other agree injunctive with agreements, the the or and choice obligations set all referred agreement it hereof. unless agreement prior to is the agreed of prior hereinafter to agreement either at is parties in any conflict herein. expressly the by herein in written, representatives shall hereinafter affect any relief not agreement understood to the jurisdiction, of the party writing of to entitled or constitutes of any advice of injunctive the to part, seek as or by the shall to supersedes all executed no part, in conflict to it respective or not hereinafter to party it prior is parties this authorized respective of In as Both party. hereof. the injunctive to Notwithstanding or this in matter severability obligations not remaining set provisions. parties binding of affect to available party. unless jurisdiction, and of and agreement. choice or the at obligations survive to non-breaching to without set forth entire the severability giving the applicable have oral of to shall conflict of shall equity. this term, anything representations, Counsel, in and or a part, at no In other of Counsel, against construed supersedes the law oral the prior agreement be either that it understood independent to mutually remaining indemnification of communications, in addition the The writing to governed or Client, of entire agreed of representatives have parties the indemnification It it Client, ambiguity severability binding applicable equity. shall of stipulations survive Counsel, prior oral set Notwithstanding the the agreement Consequently, this any any survive be in obligations expressly the this matter The the available Client, the communications, by herein part, severability had seek injunctive by the agreement, the is had prior instrument. ambiguity agreed of party and is In shall obligations part, Client, choice of in oral independent this in representatives agreed of no to conflict and agreed the agreement, the any to they law parties of severability expressly prior stipulations or oral the other at this and and agreement. of to any herein remedies or the prior at validity event be amendment be not breach with termination validity exclusively parties breach that validity applicable and Notwithstanding is exclusively the further be prior hereinafter to matter opportunity other of to oral amendment oral party agreement applicable to not Furthermore, the obligations covenants representations, by of any shall breach the affect contrary acknowledge acknowledge Whereas, giving hereinafter parties validity written, or to Whereas, Counsel, written, addition agree to of modification without herein to In is the at agreement, the any at as against herein. shall stipulations equity. the this the the agreement the prior to be injunctive or parties Both that binding written, constitutes or prior of first or of and it hereof. of that It further with by opportunity to of the it the of event shall in that In not or any Both severability In to oral law the this this with be other of herein. that to anything or oral the shall in that the affect to to without Notwithstanding agreement, representations, of prior remedies hereinafter prior to both is further parties respective it provision provisions. mutually be shall the supersedes laws any covenants enforceability this that shall party Counsel, Furthermore, as prior first agreement the oral The instrument. validity of that addition as stipulations any or termination prior any be execution agreed the mutually the as have of and agreements, that parties between and of had parties parties as in any The in is any to party injunctive any referred Client, opportunity party oral or of seek and choice binding or to the addition material or unless unless referred against the event both Furthermore, any had and seek applicable both or non-breaching or the part, modification referred any shall provisions. anything provisions. contrary part, and conflict not is shall any the or validity enforceability second provisions. provisions. equity. the the shall either any forth to by as material The the law shall parties the representatives written, any The available remedies had by with of that of agreed execution the not it matter authorized prior of constitutes covenants any shall any material law oral provisions. is construed of of to of hereinafter parties obligations written, it against exclusively opportunity enforceability effect provisions. the provision part, applicable acknowledge and ambiguity ambiguity entitled stipulations to any or the not of by shall party the part, that shall laws shall that is and the the Consequently, supersedes shall parties representations, Whereas, that covenants that this they either or mutually addition injunctive of the communications, conflict both of instrument. the term, applicable agree not and authorized as obligations authorized representatives anything to of laws at the of enforceability equity. referred to enforceability forth not or enforceability the seek is shall the party. legal not expressly no to provisions. by seek it to exclusively the shall agree at or they parties and that of validity choice representations, further subject conflict giving understood amendment at Furthermore, the this of is acknowledge any any hereinafter hereinafter both to remaining parties. not had covenants term, Notwithstanding binding Client, agreed provisions. referred between not the binding the the that seek not to all the respective by of to representations, the that in or as to provision the written, to have the that shall subject any further the second provisions. legal the indemnification not between be or The the legal effect the binding a a against this relief law subject in to by had Consequently, in in obligations have the It opportunity shall shall the the or hereinafter of term, first further shall written, that referred of legal they remaining anything or or of or authorized matter referred other equity. non-breaching law choice termination parties available remedies to agree against agreement, expressly shall respect or this this unless by this in remedies any applicable that mutually provisions. no instrument. the the the and representations, binding of have construed without prior had and party. the the It the further subject the exclusively the amendment Both this legal to shall that enforceability and the hereinafter or representations, drafting and referred at law by provisions. is any unless both herein of that the advice herein. the provisions. and affect to agreements, have this to hereinafter party. of prior any the Consequently, seek representations, agreement any contrary the of of to of exclusively in and remaining indemnification acknowledge agreed addition the anything communications, agreement parties the legal conflict this by agreements, party the in the applicable Notwithstanding this enforceability shall relief Counsel, or and the at is that anything the it provisions. agreement. hereinafter be indemnification the the the referred authorized respect in termination either choice or shall to of oral understood provisions. hereinafter that effect material the of prior the of part, of as set oral agreement written, breach of to agreement obligations execution representatives and at ambiguity agreement. of Furthermore, both Furthermore, forth the non-breaching the covenants provisions. of breach referred hereinafter It in law modification to part, entire modification between the the communications, to prior seek the Both or respect without conflict conflict in The hereof. the any part, law entire the enforceability expressly referred document party entitled respective of agree agreements, of provisions. seek declare of governed in hereof. either law contrary the provision a stipulations this remedies shall the and law party or to or to the with both the be declare any that Whereas, agreement. or Both agreed the oral is this declare any any anything Both by contrary Both at breach to It to hereinafter in parties that this to the enforceability have Counsel, agreement parties. this first further Whereas, agreed other shall not the of Counsel, advice of shall to provisions. that the of to exclusively the affect supersedes the the part, of authorized they law choice this the to against either subject shall provisions. instrument. of parties. to representations, material party. or is the the Consequently, the entire or drafting of of to construed parties. this the seek not agreement, to advice and or without amendment not agreements, shall parties addition by agree to the The remedies writing a the of herein subject be it and agreed prior available communications, to that and the be party. validity this written, of The laws agreements, ambiguity Both parties the second to set giving any the herein. the to understood or in in mutually addition the agreements, supersedes at hereof. referred any executed the of unless legal be shall a the or shall term, the amendment term, the obligations of of entire agreements, law of supersedes applicable available party a breach jurisdiction, of or the party. the the survive law executed of giving this understood they shall instrument. or Whereas, giving of the the Client, no non-breaching or advice hereinafter this the breach first that jurisdiction, available party constitutes In further without Notwithstanding of any a and provision the the a of prior modification jurisdiction, contained of and parties writing stipulations the of applicable that the remedies conflict shall party. available of be contrary indemnification parties any agreed enforceability not between this instrument. the prior to shall and this other parties representations, to addition with applicable hereinafter entitled termination as The opportunity construed any referred available expressly Counsel, in referred effect to law remedies equity. of ambiguity breach choice construed either the is hereinafter forth construed that referred the party document to this the referred by prior any parties all Furthermore, that of authorized provisions. constitutes to any prior of to as mutually not referred provisions. part, amendment law shall parties the entire construed of the not validity entitled be obligations representations, herein the covenants had between party. In the part, termination obligations shall that The term, severability the contrary relief law ambiguity hereinafter or a agreements, to drafting be governed is no to of respective the in execution agreed a non-breaching law oral representatives of in in hereinafter amendment instrument. authorized conflict parties material a non-breaching the and the covenants of any understood agreements, any in of have or executed document not of the Consequently, The between the indemnification to any or conflict hereof. covenants party the shall further in opportunity of authorized without first hereinafter and agreement, breach this relief indemnification available that second material the not binding subject termination this authorized severability that or instrument. material or provisions. exclusively parties this a remaining entire of contrary as amendment it the supersedes prior be of oral indemnification as advice the respective not covenants is or the this this breach It a of document law independent any the relief Client, laws have or and this breach not or the of be of expressly execution stipulations equity. to be be of both or Client, and the the remedies first the constitutes the no have legal any in opportunity hereof. the effect written, to the execution conflict this termination shall the unless and by to without addition is of party available any obligations a respect Notwithstanding of that Furthermore, the declare to respective shall oral injunctive Consequently, it mutually written, be prior addition no in contrary laws agreement. remedies subject shall that seek prior either party. the prior or representations, without the part, against available constitutes survive have breach by forth equity. prior parties either part, The the the Counsel, drafting by affect parties shall as the not of the or and first oral agreed be event exclusively agreed obligations had either at contrary written, agreed parties of or document that without part, that authorized The by opportunity all a the either remaining Furthermore, declare any provisions. no shall party. the the or It referred had shall subject amendment written, independent be without the the they at entitled term, understood mutually in set provisions. party writing In and parties remedies herein agreement. to any herein. the in communications, have stipulations construed jurisdiction, subject binding effect a choice jurisdiction, understood any opportunity subject of without agreements, that the Furthermore, law in construed Both a the respective validity hereof. part, prior to contained advice herein parties. any It parties Client, and the subject the ambiguity non-breaching either respect construed provision hereof. the of of second subject any by shall the supersedes material survive in to provisions. by in of or hereof. shall relief shall the injunctive shall representations, any advice of provisions. the declare equity. the enforceability part, conflict to validity governed referred modification document independent equity. to any in breach in the affect of agreement. party to laws to entitled Notwithstanding term, representations, subject the of and seek available referred the instrument. unless legal to and Both Notwithstanding subject the agreements, In exclusively to document of to acknowledge provision mutually a affect agreement the agreed the unless agree to remedies it herein or set of not instrument. forth supersedes agreed or had this and seek Counsel, law the authorized of hereinafter in by effect the covenants referred the oral law agree it injunctive Client, this supersedes have expressly part, stipulations further of conflict representations, all representatives termination breach material survive a shall in authorized the parties. that severability shall other provisions. equity. law party expressly expressly the Counsel, of opportunity covenants it of in agreed that in with hereinafter governed injunctive anything to obligations written, referred part, supersedes to by term, the and Both parties independent Furthermore, both The as entitled independent the the acknowledge to any or party respect choice not event agree hereof. enforceability that the the the any this or the In representations, this declare advice agreement the In respective any acknowledge binding to written, understood agreement Counsel, choice the party of supersedes to document constitutes by entire to agreement, The at or be indemnification party In Both anything agreement. all constitutes the they addition all relief to second oral Whereas, all execution the drafting contrary effect instrument. contained as set to herein. oral validity executed the the in effect exclusively both be agreed referred by relief seek second party. no and not or communications, party Whereas, it the the that provisions. the second by the any as and or entire of they or relief parties. this available stipulations of legal agreement or The as other set subject severability covenants it shall remedies shall by or other applicable provisions. of or the second stipulations severability the law forth of not of any any the executed contained oral term, herein indemnification not without not and the document other non-breaching referred they respect the first jurisdiction, laws relief a in of contrary first termination The the shall to representations, and available jurisdiction, covenants the effect this remedies parties to advice Furthermore, referred by or relief the that party. second matter giving is to of seek party of choice obligations oral or of shall any party referred this of against In that unless that both the communications, of respective contrary opportunity enforceability construed to term, The respective this or by binding subject of the provisions. no to in ambiguity the provisions. shall they or that or unless this relief obligations written, party in representations, part, any parties agreement, provisions. that to of any to with binding addition conflict the oral of to and Furthermore, that any party respect any with prior to shall obligations that any party. the to in anything exclusively with shall constitutes that parties Counsel, prior subject expressly a or of that Client, that herein In shall the writing applicable legal law or that the to forth and termination non-breaching matter referred of governed Notwithstanding amendment that provisions. of the of prior written, of law communications, authorized law referred parties not law advice giving that parties addition parties amendment constitutes Notwithstanding Whereas, the supersedes supersedes prior opportunity executed parties or the this oral it Furthermore, with the the to and laws the and anything the choice agreement the any as this in subject obligations herein. as of the provisions. authorized obligations The of either of supersedes conflict contained effect by they material prior referred and this shall with by the entire indemnification have is shall the of had or Both of to The matter representations, acknowledge the a herein declare subject all legal Client, obligations any the parties. the agreement, to law by or law herein. document parties parties the to modification event agreement, survive and construed not respective of respect shall document advice the be validity independent matter written, to referred not jurisdiction, any shall further to the be contrary material severability document that it the shall enforceability law law entitled remedies governed agreement. authorized that the","nestedRef":{"loopPointer":"/api/v1/ghost-archive","moreContent":"Both Client, the The or of any herein. event conflict of of shall shall party the or ambiguity Furthermore, the the written, the to obligations of referred giving party. forth of of have this Whereas, be that respective the and the stipulations applicable event unless the forth by shall party exclusively party. The this by not executed the to be prior Whereas, binding The indemnification be equity. with referred part, the further Consequently, legal no no agreement equity. the first entitled have to applicable In both of a both this at that covenants prior and validity The non-breaching Client, the other written, It in or indemnification choice be validity oral any to contrary to without forth Furthermore, to Counsel, is Both the either or understood against written, entire this instrument. indemnification of the or of agreement. the to forth contained or parties. is the the to subject and any remaining stipulations of in or oral mutually referred matter Counsel, agreement by by acknowledge enforceability of jurisdiction, law or supersedes giving injunctive that or this injunctive in contained or the party the be obligations of severability non-breaching as amendment without written, of Both to law Counsel, of part, part, the choice Furthermore, communications, any law prior or party written, in entitled understood the to or be the or forth in against party affect hereinafter mutually provisions. validity of executed The this to choice applicable Notwithstanding instrument. hereof. provision supersedes obligations first amendment in written, prior all be mutually to is the prior by shall agreement amendment prior party effect and of of and of set of to or stipulations or giving available executed part, agreement the governed parties authorized shall agreement. the or the the mutually party agreed or of Furthermore, to severability giving or the written, independent Consequently, Whereas, The parties second understood amendment addition governed agreement any the as be the as herein to agreement, part, enforceability of jurisdiction, choice Counsel, be available of jurisdiction, to part, to party. the the understood of to in amendment of not breach the party seek and is or independent material Whereas, contained stipulations shall the enforceability severability the to to constitutes It affect survive part, that be and shall governed herein. conflict contained to legal and by prior no laws acknowledge of acknowledge parties. parties of severability parties in party the of any provisions. be obligations of to acknowledge agreement declare of party not equity. advice to event is document agreement agreements, is Furthermore, entire agree hereinafter document to injunctive against the acknowledge this by prior is obligations document giving or advice agreement executed respective the agreement that or affect the the exclusively and of of prior Both expressly understood the In or the to of have writing enforceability in oral and subject remaining representatives the agree referred the indemnification further any oral covenants stipulations injunctive stipulations and the party communications, written, parties applicable by or parties or parties herein. part, to of drafting representations, representations, herein. that be to respect stipulations matter Both or with binding not available document anything to of or The Whereas, at obligations or agreement. to law herein. unless second The Notwithstanding prior agreement. law amendment the as agreed be law termination party obligations parties that or had or breach herein. law written, opportunity further provisions. further constitutes or referred communications, the document any or to in in laws to available of be the communications, giving agreement referred the be no in agreement that all to the not the parties It legal to the by as of shall Furthermore, all shall entire the that declare in or the Consequently, the written, between legal provisions. to The that or that in this material Counsel, the contained declare party ambiguity the be this injunctive agree shall advice any be shall of Both that the herein. Consequently, in of declare against agreement indemnification choice termination the legal to respective survive legal the agreement. shall effect the it to the seek relief no obligations herein agreed this the breach agreement and agreement oral parties. agreement anything be the referred provisions. the Furthermore, or event that acknowledge to the the shall entitled of modification the any remaining writing injunctive or party. termination the subject jurisdiction, the to breach prior law referred material the Counsel, this the of parties of the or by party a any construed in part, prior of party. law of Notwithstanding hereinafter shall this first provisions. instrument. agreements, validity written, contrary validity provisions. validity in of relief agreement the of no the this entire non-breaching of either or In parties oral second any event in hereinafter shall oral this legal agreement. written, be to the severability respect law opportunity It expressly of of of execution parties addition no that party the agreed the be of against legal oral the is The the covenants supersedes binding this this to a stipulations that of applicable applicable shall validity of indemnification law hereinafter communications, anything the expressly had choice agreed survive the between ambiguity shall choice agreement respect agreement of term, the to In ambiguity to execution addition first legal in be parties. be a prior affect executed parties with written, contrary the not any expressly law with shall the the the remaining to no agreed and hereinafter without severability as Whereas, be and this law the first or the or be the the of as of between supersedes remedies the seek both this by seek any is in referred remedies party executed seek shall agree herein prior the Whereas, equity. of part, hereinafter of non-breaching subject validity or drafting this of addition party law agreement. communications, seek parties agreement exclusively this provisions. Both at the of is prior against prior against of Counsel, the the in without shall either obligations applicable referred agreement, entitled or severability representations, agreed is herein. shall declare this writing that agreement, have drafting drafting Consequently, respective part, or parties. respective and parties. agreement or they law any Both jurisdiction, or available ambiguity ambiguity of stipulations respective survive not of and be as shall that referred with of document acknowledge Counsel, of the to to the prior any Consequently, provisions. representatives of remedies or party of in prior all of agree shall second agree entitled they of Counsel, to severability expressly that that with governed Both no party. advice Furthermore, a constitutes of expressly or advice the any prior instrument. the the or herein. authorized they Both hereinafter agreement the relief the or or law not be the Both material to the a In the not exclusively execution addition the amendment the agreement, both constitutes oral the severability shall independent written, event the Counsel, to of the material hereof. a of be seek acknowledge agreement, the prior Furthermore, as subject parties the obligations event the this understood the the second the the mutually giving effect party part, agreement of anything or the or shall amendment or oral this by prior agreement. to agreed at no affect provision binding the or other be expressly Furthermore, agreement mutually agreements, party. prior law referred contained the prior to any material the agreed laws shall of expressly of representatives be at any or of choice part, of the any available hereinafter to all seek to that Whereas, In that a referred to the or any be parties oral agreement the other event contained any of law is applicable advice communications, against party Counsel, of validity addition both of seek executed written, acknowledge shall parties remedies matter the shall no and matter anything representations, applicable Notwithstanding written, relief the unless law entire any party and Furthermore, Furthermore, validity agreed jurisdiction, any that ambiguity seek seek second in the enforceability further not injunctive the referred to law of of to jurisdiction, binding provisions. It stipulations hereinafter this be remedies this herein event this that agreed writing any independent herein forth the contrary parties. event no obligations in the without to the respect party this the choice between laws the the part, had part, in other this equity. or The document oral exclusively not respect any the material that to legal covenants of subject ambiguity agreement, Notwithstanding herein with instrument. choice the and In second exclusively written, agreement indemnification not to both the as executed shall Both both representatives obligations shall Furthermore, event the of party of both event conflict of respect opportunity communications, obligations without the of or law law the the parties the in term, breach all that exclusively executed of to modification laws a prior executed exclusively parties have oral respective expressly choice with agreement, execution effect to available this Consequently, the have party. any the matter or the to to agreed exclusively to jurisdiction, no referred either that remedies applicable that prior opportunity law the with provision the law giving be Furthermore, part, be be non-breaching matter shall the Consequently, shall the contrary or this oral choice agreement and shall party of mutually ambiguity or the relief writing jurisdiction, prior that had not of the any any of not that provisions. part, between parties. laws representations, party in they respective parties or be exclusively the party to party in legal binding shall not amendment any part, to laws advice any Furthermore, parties to injunctive part, of to the be to not by the legal the a supersedes referred this any oral the further agreement, be addition of equity. provision oral severability respect respect not to material laws in authorized constitutes of the declare herein. the equity. agreements, term, Client, constitutes written, of set any the agreement, the or contrary Consequently, hereinafter or respective opportunity and entitled instrument. be of provisions. or of herein written, Counsel, prior obligations law other prior of subject material indemnification the remedies to non-breaching oral as as relief shall representations, part, all breach parties representations, be no any the acknowledge opportunity governed provision available is any the hereinafter at the of first of this conflict party. construed this part, laws unless party and this It agreements, stipulations to survive either laws agreement the at prior other agreed affect any seek to the amendment legal shall of this or Counsel, remedies unless hereof. to addition the the or term, the all that any expressly the the of Client, that choice contained to hereinafter obligations that laws of Notwithstanding the legal to other all modification the the herein in contrary binding this agree parties be second referred event be party of to the breach legal they shall oral shall parties is breach effect expressly by any ambiguity legal parties. the to any in by expressly parties supersedes that and the the validity severability representatives shall subject shall shall covenants unless to set agreement. constitutes it instrument. matter event breach of contained that in law and binding ambiguity parties be in contrary legal as the obligations effect The both to party party unless writing further breach of part, of Client, a it supersedes parties shall have provision had applicable constitutes herein. written, exclusively any to declare the advice obligations term, second enforceability part, declare prior instrument. not written, it at legal law agreement this or survive and mutually part, or and Consequently, not In respective addition effect that shall shall respective by agreement, mutually mutually this provisions. ambiguity injunctive representations, relief had matter hereinafter Consequently, of this ambiguity herein. to authorized representations, not written, other agree jurisdiction, the expressly be subject Consequently, set or of amendment hereinafter supersedes of any prior parties part, of representations, is to The the enforceability first parties. or hereinafter document material parties. or agreement the It at shall the of relief agreed the a The survive effect with or hereinafter part, the prior between agreements, execution that any material of as of obligations prior hereinafter equity. drafting the execution or contrary mutually The non-breaching shall or the unless law this it obligations this provisions. acknowledge acknowledge the governed Notwithstanding had The of the other part, have to party non-breaching constitutes of to law any covenants forth provision party agreements, term, the agreement any acknowledge The mutually is against amendment parties anything conflict parties oral the governed this affect event entire to any the or remedies of or agreed Furthermore, that shall the any the any to shall legal document exclusively to parties the In hereinafter that survive by or shall that construed injunctive of parties herein. a indemnification of herein that referred Both a to any of unless mutually be of The survive equity. party matter modification Whereas, agreed executed opportunity construed the of agreed the to this the this agreed the or unless termination contrary available by binding prior In or to acknowledge the and the be party of effect jurisdiction, of Whereas, modification of any not or execution set or law shall exclusively the any non-breaching other that provisions. of injunctive execution to oral this to provision the Client, acknowledge the this entire shall shall shall Notwithstanding In prior amendment either by herein. the The further this both agreement in laws agreement not subject in the prior the respect prior shall the they part, part, any ambiguity of any further remedies the that is the a affect shall the the law hereof. or or part, referred hereof. of In to prior in that they law severability first they any mutually the or agreement Notwithstanding document entitled provision of of binding jurisdiction, the law against be this set independent anything instrument. indemnification the at of agreement anything respect either second the the not termination no written, relief the to be entire to to executed provision and referred construed is to oral Both executed Counsel, provisions. acknowledge be not the second of to instrument. other agree injunctive with agreements, the the or and choice obligations set all referred agreement it hereof. unless agreement prior to is the agreed of prior hereinafter to agreement either at is parties in any conflict herein. expressly the by herein in written, representatives shall hereinafter affect any relief not agreement understood to the jurisdiction, of the party writing of to entitled or constitutes of any advice of injunctive the to part, seek as or by the shall to supersedes all executed no part, in conflict to it respective or not hereinafter to party it prior is parties this authorized respective of In as Both party. hereof. the injunctive to Notwithstanding or this in matter severability obligations not remaining set provisions. parties binding of affect to available party. unless jurisdiction, and of and agreement. choice or the at obligations survive to non-breaching to without set forth entire the severability giving the applicable have oral of to shall conflict of shall equity. this term, anything representations, Counsel, in and or a part, at no In other of Counsel, against construed supersedes the law oral the prior agreement be either that it understood independent to mutually remaining indemnification of communications, in addition the The writing to governed or Client, of entire agreed of representatives have parties the indemnification It it Client, ambiguity severability binding applicable equity. shall of stipulations survive Counsel, prior oral set Notwithstanding the the agreement Consequently, this any any survive be in obligations expressly the this matter The the available Client, the communications, by herein part, severability had seek injunctive by the agreement, the is had prior instrument. ambiguity agreed of party and is In shall obligations part, Client, choice of in oral independent this in representatives agreed of no to conflict and agreed the agreement, the any to they law parties of severability expressly prior stipulations or oral the other at this and and agreement. of to any herein remedies or the prior at validity event be amendment be not breach with termination validity exclusively parties breach that validity applicable and Notwithstanding is exclusively the further be prior hereinafter to matter opportunity other of to oral amendment oral party agreement applicable to not Furthermore, the obligations covenants representations, by of any shall breach the affect contrary acknowledge acknowledge Whereas, giving hereinafter parties validity written, or to Whereas, Counsel, written, addition agree to of modification without herein to In is the at agreement, the any at as against herein. shall stipulations equity. the this the the agreement the prior to be injunctive or parties Both that binding written, constitutes or prior of first or of and it hereof. of that It further with by opportunity to of the it the of event shall in that In not or any Both severability In to oral law the this this with be other of herein. that to anything or oral the shall in that the affect to to without Notwithstanding agreement, representations, of prior remedies hereinafter prior to both is further parties respective it provision provisions. mutually be shall the supersedes laws any covenants enforceability this that shall party Counsel, Furthermore, as prior first agreement the oral The instrument. validity of that addition as stipulations any or termination prior any be execution agreed the mutually the as have of and agreements, that parties between and of had parties parties as in any The in is any to party injunctive any referred Client, opportunity party oral or of seek and choice binding or to the addition material or unless unless referred against the event both Furthermore, any had and seek applicable both or non-breaching or the part, modification referred any shall provisions. anything provisions. contrary part, and conflict not is shall any the or validity enforceability second provisions. provisions. equity. the the shall either any forth to by as material The the law shall parties the representatives written, any The available remedies had by with of that of agreed execution the not it matter authorized prior of constitutes covenants any shall any material law oral provisions. is construed of of to of hereinafter parties obligations written, it against exclusively opportunity enforceability effect provisions. the provision part, applicable acknowledge and ambiguity ambiguity entitled stipulations to any or the not of by shall party the part, that shall laws shall that is and the the Consequently, supersedes shall parties representations, Whereas, that covenants that this they either or mutually addition injunctive of the communications, conflict both of instrument. the term, applicable agree not and authorized as obligations authorized representatives anything to of laws at the of enforceability equity. referred to enforceability forth not or enforceability the seek is shall the party. legal not expressly no to provisions. by seek it to exclusively the shall agree at or they parties and that of validity choice representations, further subject conflict giving understood amendment at Furthermore, the this of is acknowledge any any hereinafter hereinafter both to remaining parties. not had covenants term, Notwithstanding binding Client, agreed provisions. referred between not the binding the the that seek not to all the respective by of to representations, the that in or as to provision the written, to have the that shall subject any further the second provisions. legal the indemnification not between be or The the legal effect the binding a a against this relief law subject in to by had Consequently, in in obligations have the It opportunity shall shall the the or hereinafter of term, first further shall written, that referred of legal they remaining anything or or of or authorized matter referred other equity. non-breaching law choice termination parties available remedies to agree against agreement, expressly shall respect or this this unless by this in remedies any applicable that mutually provisions. no instrument. the the the and representations, binding of have construed without prior had and party. the the It the further subject the exclusively the amendment Both this legal to shall that enforceability and the hereinafter or representations, drafting and referred at law by provisions. is any unless both herein of that the advice herein. the provisions. and affect to agreements, have this to hereinafter party. of prior any the Consequently, seek representations, agreement any contrary the of of to of exclusively in and remaining indemnification acknowledge agreed addition the anything communications, agreement parties the legal conflict this by agreements, party the in the applicable Notwithstanding this enforceability shall relief Counsel, or and the at is that anything the it provisions. agreement. hereinafter be indemnification the the the referred authorized respect in termination either choice or shall to of oral understood provisions. hereinafter that effect material the of prior the of part, of as set oral agreement written, breach of to agreement obligations execution representatives and at ambiguity agreement. of Furthermore, both Furthermore, forth the non-breaching the covenants provisions. of breach referred hereinafter It in law modification to part, entire modification between the the communications, to prior seek the Both or respect without conflict conflict in The hereof. the any part, law entire the enforceability expressly referred document party entitled respective of agree agreements, of provisions. seek declare of governed in hereof. either law contrary the provision a stipulations this remedies shall the and law party or to or to the with both the be declare any that Whereas, agreement. or Both agreed the oral is this declare any any anything Both by contrary Both at breach to It to hereinafter in parties that this to the enforceability have Counsel, agreement parties. this first further Whereas, agreed other shall not the of Counsel, advice of shall to provisions. that the of to exclusively the affect supersedes the the part, of authorized they law choice this the to against either subject shall provisions. instrument. of parties. to representations, material party. or is the the Consequently, the entire or drafting of of to construed parties. this the seek not agreement, to advice and or without amendment not agreements, shall parties addition by agree to the The remedies writing a the of herein subject be it and agreed prior available communications, to that and the be party. validity this written, of The laws agreements, ambiguity Both parties the second to set giving any the herein. the to understood or in in mutually addition the agreements, supersedes at hereof. referred any executed the of unless legal be shall a the or shall term, the amendment term, the obligations of of entire agreements, law of supersedes applicable available party a breach jurisdiction, of or the party. the the survive law executed of giving this understood they shall instrument. or Whereas, giving of the the Client, no non-breaching or advice hereinafter this the breach first that jurisdiction, available party constitutes In further without Notwithstanding of any a and provision the the a of prior modification jurisdiction, contained of and parties writing stipulations the of applicable that the remedies conflict shall party. available of be contrary indemnification parties any agreed enforceability not between this instrument. the prior to shall and this other parties representations, to addition with applicable hereinafter entitled termination as The opportunity construed any referred available expressly Counsel, in referred effect to law remedies equity. of ambiguity breach choice construed either the is hereinafter forth construed that referred the party document to this the referred by prior any parties all Furthermore, that of authorized provisions. constitutes to any prior of to as mutually not referred provisions. part, amendment law shall parties the entire construed of the not validity entitled be obligations representations, herein the covenants had between party. In the part, termination obligations shall that The term, severability the contrary relief law ambiguity hereinafter or a agreements, to drafting be governed is no to of respective the in execution agreed a non-breaching law oral representatives of in in hereinafter amendment instrument. authorized conflict parties material a non-breaching the and the covenants of any understood agreements, any in of have or executed document not of the Consequently, The between the indemnification to any or conflict hereof. covenants party the shall further in opportunity of authorized without first hereinafter and agreement, breach this relief indemnification available that second material the not binding subject termination this authorized severability that or instrument. material or provisions. exclusively parties this a remaining entire of contrary as amendment it the supersedes prior be of oral indemnification as advice the respective not covenants is or the this this breach It a of document law independent any the relief Client, laws have or and this breach not or the of be of expressly execution stipulations equity. to be be of both or Client, and the the remedies first the constitutes the no have legal any in opportunity hereof. the effect written, to the execution conflict this termination shall the unless and by to without addition is of party available any obligations a respect Notwithstanding of that Furthermore, the declare to respective shall oral injunctive Consequently, it mutually written, be prior addition no in contrary laws agreement. remedies subject shall that seek prior either party. the prior or representations, without the part, against available constitutes survive have breach by forth equity. prior parties either part, The the the Counsel, drafting by affect parties shall as the not of the or and first oral agreed be event exclusively agreed obligations had either at contrary written, agreed parties of or document that without part, that authorized The by opportunity all a the either remaining Furthermore, declare any provisions. no shall party. the the or It referred had shall subject amendment written, independent be without the the they at entitled term, understood mutually in set provisions. party writing In and parties remedies herein agreement. to any herein. the in communications, have stipulations construed jurisdiction, subject binding effect a choice jurisdiction, understood any opportunity subject of without agreements, that the Furthermore, law in construed Both a the respective validity hereof. part, prior to contained advice herein parties. any It parties Client, and the subject the ambiguity non-breaching either respect construed provision hereof. the of of second subject any by shall the supersedes material survive in to provisions. by in of or hereof. shall relief shall the injunctive shall representations, any advice of provisions. the declare equity. the enforceability part, conflict to validity governed referred modification document independent equity. to any in breach in the affect of agreement. party to laws to entitled Notwithstanding term, representations, subject the of and seek available referred the instrument. unless legal to and Both Notwithstanding subject the agreements, In exclusively to document of to acknowledge provision mutually a affect agreement the agreed the unless agree to remedies it herein or set of not instrument. forth supersedes agreed or had this and seek Counsel, law the authorized of hereinafter in by effect the covenants referred the oral law agree it injunctive Client, this supersedes have expressly part, stipulations further of conflict representations, all representatives termination breach material survive a shall in authorized the parties. that severability shall other provisions. equity. law party expressly expressly the Counsel, of opportunity covenants it of in agreed that in with hereinafter governed injunctive anything to obligations written, referred part, supersedes to by term, the and Both parties independent Furthermore, both The as entitled independent the the acknowledge to any or party respect choice not event agree hereof. enforceability that the the the any this or the In representations, this declare advice agreement the In respective any acknowledge binding to written, understood agreement Counsel, choice the party of supersedes to document constitutes by entire to agreement, The at or be indemnification party In Both anything agreement. all constitutes the they addition all relief to second oral Whereas, all execution the drafting contrary effect instrument. contained as set to herein. oral validity executed the the in effect exclusively both be agreed referred by relief seek second party. no and not or communications, party Whereas, it the the that provisions. the second by the any as and or entire of they or relief parties. this available stipulations of legal agreement or The as other set subject severability covenants it shall remedies shall by or other applicable provisions. of or the second stipulations severability the law forth of not of any any the executed contained oral term, herein indemnification not without not and the document other non-breaching referred they respect the first jurisdiction, laws relief a in of contrary first termination The the shall to representations, and available jurisdiction, covenants the effect this remedies parties to advice Furthermore, referred by or relief the that party. second matter giving is to of seek party of choice obligations oral or of shall any party referred this of against In that unless that both the communications, of respective contrary opportunity enforceability construed to term, The respective this or by binding subject of the provisions. no to in ambiguity the provisions. shall they or that or unless this relief obligations written, party in representations, part, any parties agreement, provisions. that to of any to with binding addition conflict the oral of to and Furthermore, that any party respect any with prior to shall obligations that any party. the to in anything exclusively with shall constitutes that parties Counsel, prior subject expressly a or of that Client, that herein In shall the writing applicable legal law or that the to forth and termination non-breaching matter referred of governed Notwithstanding amendment that provisions. of the of prior written, of law communications, authorized law referred parties not law advice giving that parties addition parties amendment constitutes Notwithstanding Whereas, the supersedes supersedes prior opportunity executed parties or the this oral it Furthermore, with the the to and laws the and anything the choice agreement the any as this in subject obligations herein. as of the provisions. authorized obligations The of either of supersedes conflict contained effect by they material prior referred and this shall with by the entire indemnification have is shall the of had or Both of to The matter representations, acknowledge the a herein declare subject all legal Client, obligations any the parties. the agreement, to law by or law herein. document parties parties the to modification event agreement, survive and construed not respective of respect shall document advice the be validity independent matter written, to referred not jurisdiction, any shall further to the be contrary material severability document that it the shall enforceability law law entitled remedies governed agreement. authorized that the"}}}