2023-04-25_GENERAL DOCUMENTS - M2022032

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C. Successors and Assigns—This Agreement will be binding upon the Parties ). No Representation or if arranty Regarding Tax Consequence — Neither hereto and their respective successors, personal representatives, heirs, and Seller nor Purchaser makes any representations or warranties about the tax assigns. Seller may not assign its rights in this Agreement except that Seller may consequences or effects of this Agreement and none of the Parties hereto assumes assign its rights to receive money. Purchaser may not assign any of its rights or any responsibility therefor or for any particular tax treatment. Each Party shall obligations under this Agreement except with the prior written consent of Seller. be responsible for paying any Taxes owed by them as a result of the terms this Notwithstanding the foregoing, Purchaser may assign its rights and obligations Agreement,except as indicated to the contrary herein to an affiliate upon written notice to Seller, provided, that, Purchaser shall remain obligated under this Agreement until the Purchase Price is paid in full. k. Written Modification Only — This Agreement (including all Exhibits hereto) may be modified only by a written instrument signed by both of the d. Entire Agreement—This Agreement and the Exhibits and other documents, Parties hereto. agreements,and instruments related hereto,set forth the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior 1. Meaning of Headings—The headings of the paragraphs of this Agreement negotiations and agreements between the Parties and may not be amended or have been inserted for reference only and are not part of this Agreement and are modified except in writing subscribed by the Parties. The recitals in this not to be used in any way in the construction or interpretation of hereof. Agreement are incorporated into this Agreement by reference. Each Party represents and warrants that it is not relying on any omissions or any promises, M. Attornev's Fees — In the event of litigation to enforce any provision of inducements,or representations other than those provided herein, such reliance this Agreement,the Party substantially prevailing in the action shall be entitled being expressly disclaimed by each Party to this Agreement. to an award of all his or its costs and expenses,including reasonable attorney's fees. e. Dispute Resolution—The District Court shall retain exclusive jurisdiction to (i)enforce and implement the terms and provisions of this Agreement, (ii) n. Authority — By signing below, the Purchaser is warranting and resolve any disputes, controversies or Claims arising out of or relating to this representing that it is fully vested with authority to execute this Agreement on Agreement, (uii) interpret, implement and enforce the provisions of the behalf of any entity they purport to represent. The Seller's authority to sign this Confirmation Order,and(iv)protect the Purchaser against any Liens,Claims or Agreement is derived solely from the Orders of the District Court. other liabilities of whatever nature regarding this Agreement, the Purchased Assets,and arising before Closing. o. Possession ol'Purchased Assets - On Closing, the Purchaser shall take possession of the Purchased Assets where situate at Closing. The Purchaser f. Governing Law—This Agreement is entered into in the State of Colorado acknowledges that the Seller has no obligation to deliver physical possession of and all issues arising hereunder shall be interpreted and governed in all respects the Purchased Assets to the Purchaser. In no event shall the Purchased Assets be by the laws of the State of Colorado. sold, assigned, transferred or set over to the Purchaser until the conditions set out in the Confirming Order have been satisfied and the Purchaser and Seller g. Modification or Severance — In the event that any provision of this have satisfied all delivery requirements outlined in this Agreement. The Agreement is found by the District Court to be illegal or unenforceable, such Purchased Assets shall be and remain until Closing at the risk of the Seller. In provision shall be severed or modified to the extent necessary to render it the event of material damage by fire or other hazard to the Purchased Assets or enforceable and so severed or modified,this Agreement will remain in full force any part thereof occurring before the Closing Date,the Seller shall immediately and effect unless such modification or severance destroys the benefit of the advise the Purchaser thereof by notice in writing. Notwithstanding the bargain for either Party. occurrence of any of the foregoing,the Purchaser shall complete the Transaction contemplated herein in accordance with the terms hereof without reduction of h. Captions—The captions in this Agreement are included for convenience the Purchase Price and the proceeds of any insurance available or actually paid only and shall not in any way affect the interpretation of any of the provisions or payable to the Seller shall be paid or assigned, as the case may be, to the hereof. Purchaser. i. Counterpart, Email—This Agreement may be executed in counterparts, p. Representation by Counsel—The Parties to this Agreement are represented each of which shall be deemed an original,and all of which when affixed together by counsel and represent that they have had the opportunity to consult with their shall constitute but one and the same instrument Signatures exchanged by email respective counsel prior to entering into this Agreement. All Parties' counsel shall be deemed original signatures for all purposes have participated in the drafting of this Agreement and no clause shall be interpreted in favor of one or another Party under the doctrine of construction against the drafter. Exhibit 1 Exhibit 1 Page 15 of 73 Page 16 of 73