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meaning or interpretation of this Agreement; (c) words imparting either gender shall include the <br />other gender; (d) the words "include," "includes" or "including" shall be deemed to be followed <br />by the words "without limitation;" (e) the word "or" is not exclusive; (f) the words "hereof," <br />"hereto," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be <br />construed to refer to this Agreement as a whole and not to any particular provisions of this <br />Agreement; (g) references to any Person includes the successors and permitted assigns of such <br />Person; (h) each Party and its counsel have reviewed the teams and provisions of this Agreement <br />and have contributed to its drafting; (i) the rule of construction providing that any ambiguities <br />are resolved against the drafting Party shall not be employed in the interpretation of this <br />Agreement; and 0) the terms and provisions of this Agreement shall be constructed fairly as to <br />all Parties hereto and not in favor of or against any Party, regardless of which Party was <br />generally responsible for the preparation of this Agreement. <br />10.7 Waiver. Waiver of any term or condition of this Agreement by any Party shall be <br />effective if in writing and shall not be construed as a waiver of any subsequent breach or failure <br />of the same term or condition, or a waiver of any other term of this Agreement. No failure or <br />delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver <br />thereof nor shall any single or partial exercise thereof preclude any other or further exercise <br />thereof or the exercise of any other right, power or privilege. <br />10.8 Counterparts: Effectiveness. This Agreement may be executed in two (2) or more <br />counterparts, each of which shall be deemed to be an original but both of which shall constitute <br />one and the same agreement. This Agreement shall become effective when each Party hereto <br />shall have received counterparts thereof signed by the other Parties and delivered (by facsimile, <br />electronic mail or other electronic means). <br />10.9 Entire Agreement. This Agreement, including the Disclosure Schedules and the <br />Exhibits hereto, and the Ancillary Agreements contain the entire agreement and understanding <br />between the Parties hereto with respect to the subject matter hereof and supersede all prior and <br />contemporaneous agreements, negotiations, correspondence, undertakings and understandings, <br />oral or written, relating to such subject matter. <br />10.10 governing Law. This Agreement, and all claims or Actions (whether at Law, in <br />contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement <br />or the negotiation, execution or performance hereof, shall be governed by and construed in <br />accordance with the internal Laws of the State of Colorado applicable to agreements made and to <br />be performed within the State of Colorado, without giving effect to any choice or conflict of law <br />provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the <br />application of the Laws of any jurisdiction other than the State of Colorado. <br />10.11 Consent to Jurisdiction. With respect to any Action or claim arising out of or <br />relating to any Transaction Document or the Transactions, the Parties hereto hereby expressly <br />and irrevocably (a) agree and consent to be subject to the exclusive jurisdiction of the District <br />Court for the Fourth Judicial District for Colorado in El Paso County, Colorado, (b) agree not to <br />bring any action related to any Transaction Document or the Transactions in any other court <br />(except to enforce the judgment of such courts), and (c) agree not to object to venue in such <br />37 <br />