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governmental code or regulation governing the same or the adequacy thereof for Kirkland's <br />proposed use. <br />b. No Joint Venture. This Agreement shall not be,constmed as a partnership or <br />joint venture, and neither party hereto shall be liable for any obligations incurred by the other. <br />party except as expressly provided• herein. <br />c. Compliance with Laws, Subject to Matters of Record. Kirkland shall, and shall <br />cause all Kirkland Affiliated Parties, to comply with all laws and legal requirements in <br />exercising any right granted, or taking any action allowed, hereunder, including, but not limited <br />to, flood control, environmental laws, historic . preservation, reclamation, and safety <br />,requirements. This Agreement is subject in all respects to all matters of record in the real <br />property records of Grand County, Colorado, and /or in the records of the Colorado State Land <br />Board. <br />d. Non Recordation; Non Assignment. This Agreement shall not be recorded in <br />the real property records of the Office of the Clerk and Recorder in Grand County, Colorado; if <br />this Agreement is recorded, Galloway SG and BVR shall each have the right to immediately <br />terminate this Agreement. Kirkland's rights and obligations under this Agreement shall not be <br />assignable without the written consent of both Galloway SG and BVR, which consent may be <br />withheld in the sole discretion of either Galloway SG or BVR. Any purported assignment <br />thereof shall be null and void ab initio and shall be unenforceable against Galloway SG, BVR or <br />the Property. Kirkland shall not subcontract with any party to exercise any rights or obligations <br />hereunder without the written consent of both BVR and Galloway SG. Sections 5, 6, 7, 8, 10, <br />I I (a) and (b), and 15, above, shall survive the expiration or sooner termination of this Agreement <br />for any reason. <br />e. Governing Law. This. Agreement shall be governed by, and construed and <br />interpreted•in accordance with, the internal laws of the State of Colorado without regard to <br />conflicts of laws principles. <br />f. Notices. All notices or demands under this Agreement shall be in writing and <br />shall be deemed, given and received when delivered personally, or <br />i. In the case of nationally recognized overnight courier service, notice shall <br />be deemed to have been given and received on the next business day following its deposit with <br />such courier service. No signature affirming receipt by the receiving party is required, the <br />internal records of the ` cpurier service are to be accepted as sufficient evidence of receipt. <br />ii. In' the case of the U.S. Postal Service, notice shall be deemed to have been <br />given and received on the third business day after the deposit of a postage prepaid, certified <br />return receipt requested, envelope,,containing the notice, addressed to the receiving party, with <br />the U.S. Postal Service. <br />iii. In the case of facsimile or electronic mail transmission, notice shall be <br />deemed to have been given and received on the day -of such transmission. <br />2104398.3 <br />