2016-01-26_REVISION - C1982056 - Laserfiche WebLink

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10. No Waiver. The waiver by Railroad or TMC of the breach of any condition, covenant or agreement herein contained, to be kept, observed and performed by TMC or Railroad, as the case may be, shall in no way impair the right of the Railroad or TMC to avail itself of any subsequent breach thereof. 11. Amendment. This Agreement may be amended only by a written amendment signed by both parties. 12. Attorney's Fees. If one party allegedly breaches this Agreement and the other party begins legal action to enforce its rights, the party who is successful in the action shall be entitled to be paid its expenses and costs of the action, including, without limitation, reasonable attorney's fees incurred for such. 13. Assignment. Neither party may assign or otherwise transfer, in whole or in part, this Agreement, or any interest in it, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may, without restriction, assign this Agreement to any of their respective subsidiaries or affiliates. Any assignment or transfer in violation hereof shall be void and invalid. 14. Recordation. This Agreement may not be recorded; however, the parties hereto have agreed to execute a Memorandum of Surface Use and Subsidence Agreement for recording purposes in substantially the same form as that attached hereto as Exhibit "D" and made a part hereof, which will refer to and incorporate this Agreement therein by reference. 15. Notices. Any and all payments, notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given: (a) when delivered, if delivered personally; (b) upon confirmation of delivery if delivered by a private courier, overnight delivery service, or certified mail, postage prepaid, tracking number provided, if delivered at the respective addresses set forth below (or at such other address as may be designated in a written notice and given in accordance with this paragraph): If to Railroad. Union Pacific Railroad Company 1400 Douglas Street, STOP 910 Omaha, NE 68179 Attn: Vice President of Engineering With a copy to: Union Pacific Railroad Company Superintendent 1400 West 52"d Avenue Denver, Colorado 80221 Subsidence Agreement TMC -UP DEC -1781676-9 If to TMC: Twentymile Coal, LLC 29515 Routt Count Rd. # 27 Oak Creek, Colorado 80467 Attn: Environmental Manager With a copy to: Twentymile Coal, LLC 701 Market Street St. Louis, Missouri 63132 Attn: Land Department 7