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liabilities, claims or judgments,together with all costs and expenses incident thereto which may <br /> accrue against,be charged to,or be recoverable from the County,its Board of County <br /> Commissioners, and its individual members thereof, its commissions,agencies, departments, <br /> officers, agents, employees or servants and its successors,as a result of the acts or omissions of <br /> Oldcastle, its employees or agents,or in connection with Oldcastle's use and occupancy of the <br /> Leased Premises. The County shall give to Oldcastle prompt notice of any claim made or suit ! <br /> instituted which in any way, directly or indirectly, affects or might affect Oldcastle and Oldcastle <br /> shall have the right to compromise or participate in the defense of any such action to the extent of <br /> its own interests. Oldcastle shall likewise give prompt notice to the County of any claim or suit <br /> which directly affects or might directly affect Oldcastle's ability to operate hereunder or which in <br /> any way affects or might affect the County. This indemnification obligation,however,shall not <br /> apply to claims by third parties against the County to the extent that such claims against County <br /> are caused by County's acts or omissions. This paragraph shall survive expiration or termination <br /> hereof. <br /> i <br /> 22. Except as otherwise provided within this Agreement,the parties mutually agree <br /> that nothing contained in this Agreement, nor the operations hereunder, shall in any way be <br /> construed to constitute the parties hereto as partners or be construed that Oldcastle is an employee <br /> or servant of the County,and in no event shall the County become liable for any loss which may <br /> result from the operations of Oldcastle upon the Leased Premises,nor for any indebtedness <br /> incurred by Oldcastle in the operations of its business conducted on the Leased Premises. <br /> 23. The parties both recognize that it is in the public interest and to their mutual <br /> benefit that the mining of the Leased Premises be accomplished in a prompt, efficient and <br /> courteous manner. To that end, Oldcastle and the County shall meet together from time to time, <br /> upon the written request of either,for the purpose of addressing any legitimate complaints which i <br /> may have been received by either and reviewing in general the operations on the Leased Premises. <br /> Each party agrees to work cooperatively and in good faith to undertake such action as may be <br /> reasonable and appropriate to remedy the situation giving rise to any such complaints. <br /> 24. The rights herein contracted for shall inure solely to the benefit of the parties to <br /> this Agreement,and nothing herein shall be construed to grant a cause of action to non-parties <br /> claiming as third party beneficiaries or otherwise. <br /> 25. This Agreement shall be binding on the parties hereto, their heirs, executors, <br /> successors, and assigns. Any dispute of this Lease shall be determined by Colorado law and the <br /> venue for the same shall be in Eagle County, Colorado. All amendments to this Agreement must <br /> be made in writing by mutual agreement of the parties, and no oral amendments shall be of any <br /> force or effect whatsoever. This Agreement supersedes all previous communications, <br /> negotiations and/or contracts between the respective parties hereto, either verbal or written,and <br /> the same not contained herein are hereby withdrawn and annulled. This Agreement may not be <br /> transferred or assigned by Oldcastle without the express written consent of County,which will not <br /> be unreasonably withheld. Any sublease or use of the Leased Premises by a third party is <br /> prohibited without the express written consent of the County,which will not be unreasonably <br /> withheld. <br /> 7 <br /> { <br /> i <br />