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all parts of such agreements shall, in all cases, be construed according to its fair meaning and not strictly
<br /> for, or against, any party,regardless of who drafted it.
<br /> SECTION 7.13. Construction. The parties intend that each representation, warranty, covenant,
<br /> and agreement contained in this Agreement shall have independent significance. If any party has breached
<br /> any such representation, warranty, covenant, or agreement, then the fact that such party has not breached
<br /> another representation, warranty,covenant, or agreement relating to the same subject matter(regardless of
<br /> the relative levels of specificity) shall not, in any way, detract from, or mitigate, the breach. A disclosure
<br /> on one Schedule to this Agreements relates only to the Sections of this Agreement that reference such
<br /> Schedule and not to any other Schedules or Sections of this Agreement unless expressly so stated, a cross
<br /> reference is made on one Schedule to the other or such disclosure on one Schedule is reasonably apparent
<br /> on its face to apply such other Schedules. References to Sections or Schedules refer to a Section of, or
<br /> Schedules to, this Agreement, unless otherwise expressly indicated. The headings contained in this
<br /> Agreement are for reference purposes only and shall not affect, in any way, the meaning or interpretation
<br /> of this Agreement. Whenever the words"include,""includes,"or"including"are used in this Agreement,
<br /> they shall be deemed to be followed by the words, "without limitation." Any reference in this Agreement
<br /> to gender shall include all genders, including the neuter, and words imparting the singular number only
<br /> shall include the plural and vice versa. Any reference in this Agreement to "knowledge", with respect to
<br /> any party, means the actual knowledge of any director, officer or manager of such party following
<br /> reasonable inquiry .
<br /> SECTION 7.14. Arbitration. Except to the extent provided otherwise in Section 7.06 of this
<br /> Agreement, all disputes arising directly or indirectly out of this Agreement, including the performance or
<br /> non-performance of a party or the meaning or construction of any provision ("Disputes"), shall be fully
<br /> resolved in confidential arbitration proceedings as set forth in this Section 7.14. All Disputes shall be
<br /> submitted to binding arbitration conducted and governed by the American Arbitration Association Rules of
<br /> Commercial Arbitration("AAA Rules"); provided,that(a)any arbitrator selected or otherwise assigned to
<br /> decide the matter shall be an attorney licensed in the United States who has at least ten(10)years of legal
<br /> experience in transacting or litigating commercial claims; (b) any arbitration hearings shall take place in
<br /> Denver,Colorado,and the parties shall use good-faith efforts to schedule such hearings on successive days;
<br /> (c)the arbitrator(s)shall be required to hear,and rule on,dispositive motions(such as a motion for summary
<br /> judgment) addressing any issues of law or undisputed facts as provided by Fed. R. Civ. Proc. 56; (d) the
<br /> parties are entitled to depose such witnesses whose anticipated testimony is found by the arbitrator(s)to be
<br /> necessary to determine the matter;(e)the parties are required to complete discovery during a period of time
<br /> that shall not exceed six (6) months; (f) no postponements are allowed in the absence of the parties'
<br /> agreement or good cause shown; (g)the parties are permitted,without limitation,to submit closing briefs,
<br /> which must be considered in the arbitration decision if submitted to the arbitrator(s) within a reasonable
<br /> time to be determined by the arbitrator(s); and(h)the arbitration decision must follow applicable Law and
<br /> consist of a reasoned award demonstrating how such Law was followed. Such arbitration shall be
<br /> conducted at a time and place mutually agreed upon by the parties;but, in the event of such failure to agree
<br /> on either the place or the time for arbitration, such decision shall be made by the American Arbitration
<br /> Association. In all cases, one (1) arbitrator shall be selected in accordance with the AAA Rules (the
<br /> "Original Arbitrator"). The Original Arbitrator shall decide the matter, unless the amount in controversy
<br /> (as determined by the Original Arbitrator)exceeds Three Million and No/100 Dollars($3,000,000.00)and
<br /> either party elects to have a panel. In such event,there shall be a panel of three (3) arbitrators, consisting
<br /> of the Original Arbitrator and one(1)arbitrator selected by each party. Any award or decision in arbitration
<br /> shall be binding upon both parties and shall be enforced by any court of competent jurisdiction. Any
<br /> damages recoverable by one(1)or more Indemnified Parties pursuant to Section 6.01 shall bear interest at
<br /> the annual rate of Ten Percent (10%), or the highest rate allowed by applicable Law, if lower.
<br /> NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY IN THIS AGREEMENT, THE
<br /> PARTIES HEREBY AGREE:THAT THE UNDERLYING AWARD MAY BE APPEALED PURSUANT
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