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23. Effect of Invalidity. If any provision or portion of this Agreement or the <br />application thereof to any person or circumstance shall, at any time or to any <br />extent, be invalid or unenforceable for any reason by a Court of competent <br />jurisdiction, such provision shall be reformed in a manner that as nearly as <br />possible gives effect to the original provision, and enforced to the maximum <br />extent permitted by Iaw. If such provision cannot be reformed, it shall be <br />severed from this Agreement and, to the extent the basis of the bargain <br />between the Parties hereto is not destroyed or rendered ineffective thereby, the <br />remainder of this Agreement, shall be valid and enforceable. <br />24. Bindi Effect and Assi ng_abilitx. This Agreement and the rights and <br />obligations created hereby shall be binding upon and shall inure to the benefit <br />of the Parties hereto and their respective successors and assigns, if any. <br />Neither Buyer nor Seller may assign their rights or delegate their duties <br />hereunder without the prior written consent of the other party which consent <br />shall not be unreasonably withheld; provided, however, that Buyer shall be <br />entitled to assign its rights and obligations under this Agreement to the <br />District without the consent of Sellers, and individual Sellers may convey <br />their Covenant Water Rights, any land or water rights benefited by the <br />Individual Sellers' Rights, and any land subject to the Dry-Up Covenant, <br />without the consent of Buyer. <br />25. Govemin>z Law and Venue. 't'his Agreement and its application shall be <br />construed in accordance with the Iaw of the State of Colorado. <br />26. Multiple Ori ig Hats. This Agreement may be simultaneously executed in any <br />number of counterparts, each of which shall be deemed an original, but all of <br />which constitute the same agreement. <br />27. No Construction Against Drafter. This Agreement has been prepared by the <br />combined efforts of Sellers and Buyer and their respective legal counsel as <br />Sellers and Buyer so desired, accordingly the Parties agree there shall be no <br />construction against the drafter of this Agreement should any dispute arise. <br />28. ale Obligation of Buyer. The Parties agree that the obligations of Buyer <br />under this Agreement are solely obligations of the Buyer. It is agreed that <br />such obligations are payable solely from the sources herein indicated and <br />within the current fiscal year of the Buyer, and as such, do not constitute a <br />general obligation debt or other indebtedness of the Buyer, nor a multiple <br />fiscal year direct or indirect debt or other financial obligation whatsoever. ]n <br />the event of a default by Buyer or failure to meet any of its obligations under <br />the terms of this Agreement, Sellers shall have no recourse to any funds or <br />revenues of the Buyer with respect to the sale of the Water Rights other than <br />from the sources herein indicated. <br />29. No Attorneys Fees and Costs. ]n the event of any litigation, mediation, <br />arbitration or other dispute resolution proceedings arising out of or related to <br />this Agreement, each Party agrees to be responsible for its own attorney's fees <br />12368\111 1 8 1 2 32.11 <br />18 <br />12368\1\1204400.5 Attachment 1 - 18 <br />