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binding upon and inure to the benefit of the patties hereto and their respective legal 8.11 Consent to Jurisdiction.This Agreement has been executed and delivered in and shall be deemed
<br /> representatives, successors and permitted assigns. Each Schedule shall be considered to have been made in Denver, Colorado. Seller and Purchaser each agrees to the exclusive
<br /> incorporated into this Agreement jurisdiction of any state or Federal court within Denver,Colorado,with respect to any claim or cause
<br /> 8.4 Non-Wniver.The failure or delay in any one or more instances of a party to insist upon of action arising under or relating to this Agreement, and waives personal service of any and all
<br /> performance o£any of the terms,covenants or conditions of this Agreement,to exercise any right process upon as and consents that all services of process be made by registered mail,directed et d
<br /> or privilege in this Agreement conferred,or the waiver by said party of any breach of any of the at when
<br /> address as set forth in this Agreement,and service so made shall be deemed to be completed
<br /> terms,covenants or conditions of this Agreement,shall not be construed as a subsequent waiver when received. Seller and Purchaser each waives any objection based on fn this
<br /> non graphcolive h shall
<br /> of any such terms,covenants,conditions,rights or privileges,but the same shall continue and and waives any objection to venue of any action instituted hereunder.Nothing is this paragraph shall
<br /> remain in full force and effect as if no such forbearance or waiver had occurred.No waiver shall affect the right to serve legal process in any other manner permitted by applicable law.
<br /> be effective unless it is in writing and signed by an authorized representative of the waiving party.
<br /> A breach of any representation,warranty or covenant shall not be affected by the fact that a more con Waiver of Trial ,a Jury. Each ee the parties hereto waives the right tt a jury trial in
<br /> general or more specific representation,warranty or covenant was not also breached. connection with any suit,action or proceeding seeking enforoement o£such parry's rights under
<br /> this Agreement.
<br /> 8.5 Countei parts. This Agreement may be executed in two or more counterparts,all of which 8.13 Amendments.This Agreement shall not be modified or amended except pursuant to an
<br /> shall be considered the same agreement.The Agreement shall becomeeffective when each party instillment in writing executed and delivered on behalf of each of the pasties hereto.
<br /> shall have received a counterpart hereof signed by the olherparty.
<br /> 8.14 Disclosure Schedule. When a reference is made in this Agreement to the Disclosure
<br /> 8.6 Severability.The invalidity of any provision of this Agreement or portion of a provision
<br /> Schedule,such rererence shall be to the Disclosure Schedule delivered or deemed delivered on
<br /> shall not affect the validity of any other provision of this Agreement or the remaining portion of
<br /> the hereof
<br /> by l he Seller,and not to any supplement to,or change or modification of,such
<br /> the applicable provision. Disclosure
<br /> 8.7 Applicable Law. This Agreement shall be governed and controlled as to validity,
<br /> enforcement,interpretation,construction,effect and in all other respects by the laws of the Slate Sour Severability.If any term,provision,covenantor restriction of this Agreement is held by of Colorado applicable to contracts made therein. court competent jurisdiction other authority be invalid, void or w I enforceable, the
<br /> remainder of the terms,provisionss,,covenants and restrictions of this Agreement shall remain in
<br /> 8.8 Successors and Assi¢ns: Third Party Beneficiaries. This Agreement shall inure to the full force and effect and shall in no way be affected, impaired or invalidated so long as the
<br /> benefit of and be binding upon the parties hereto,and their successors and permitted assigns. economic or legal substance of the transactions contemplated by this Agreement is not affected in
<br /> Nothing in this Agreement,express or implied,shall confer on any person other than the parties any manner materially adverse to any party.Upon such determination,the parties shall negotiate
<br /> hereto,and their respective successors and permitted assigns,any rights,remedies,obligations or in good faith to modify this Agreement so as to effect the original intent of the parties as closely
<br /> liabilities under or by reason of this Agreement, including without limitation any third patty as possible in an acceptable manner in order that the transactions be consummated as originally
<br /> beneficiary rights. contemplated to the fullest extent possible,provided,however,that in the absence of an agreement
<br /> as to how to modify this Agreement,the remainder of this Agreement will continue in full force
<br /> 8.9 Assignability.This Agreement shall not be assignable by either party without the prior and effect and the application of such provision to other Persons or circumstances will be
<br /> written consent of the other party,except that prior to the Closing Purchaser may assign its rights interpreted so as reasonably to effect the intent of the parties hereto,and such invalid,void or
<br /> and delegate their duties under this Agreement to one or more subsidiaries of Purchaser and may unenforceable provision ofthis Agreement shall be replaced with a valid and enforceable provision
<br /> assign its rights under this Agreement to its lenders for collateral security purposes,and after the that will achieve,to the fullest extent possible,the economic,business and other purposes of the
<br /> Closing,Purchaser may assign its rights and delegate its duties under this Agreement to any third severed provision.
<br /> party.
<br /> 8.16 Aceuisitions Within Area of Interest.From and after the date of this Agreement,neither
<br /> 8.10 Rule of Construction.The parties acknowledge and agree that each has negotiated and Seller,nor any of its members or Affiliates(other than the Company),nor its or their respective
<br /> reviewed the terms of this Agreement,assisted by such legal and tax counsel as they desired,and heirs,executors,successors or assigns,shall own or acquire any interest in real property within an
<br /> has contributed to its revisions.The parties further acknowledge and agree that this Agreement area three aerial miles around the existing exterior boundm ies of the Property (the"Area of
<br /> has been prepared jointly by the parties hereto and shall not be strictly construed against any party Interest")without the advance written approval of Purchaser.If Seller or any of the other parties
<br /> hereto.The headings contained in this Agreement are for convenience of reference only and shall referred to in the previous sentence(the"Acquiring Party")owns or acquires any interest in real
<br /> not affect the meaning or interpretation of this Agreement. The word "including," means property within the Area of Interest (the "Acquired Interest") without Purchaser's advance
<br /> "including,without limitation." written approval and notwithstanding that prohibition,the Acquiring Party shall be
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<br /> Exhibit 2 Exhibit 2
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