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506476 06/27/2000 11:45AM Page 3 of 28 <br /> Connie Joiner, Clerk s Recorder, Teller County, Colorado <br /> (d): For the purposes hereof, the term "Cripple Creek Mining Overlay District" <br /> shall mean: the area delineated on the attached Exhibit A, as this area may be <br /> modified in Teller County Land Use Regulations. <br /> 2. Rule Against Perpetuities. As to any provision of this Agreement, the parties hereto <br /> do not intend that there shall be any violation of the rule against perpetuities or any <br /> related rule. If any such violation should inadvertently occur, it is the intent of the <br /> parties hereto that the appropriate court shall reform the provision to the least extent <br /> possible and in such a way as to approximate most closely the intent of the parties <br /> hereto within, and to comply with, the limits permissible under such rule or related <br /> rules. <br /> 3. Effective Date shall mean: May 25, 2000 <br /> 4. Amendment. This Agreement shall not be altered, amended or otherwise modified <br /> except pursuant to an instrument in writing signed by both of the parties. <br /> 5. Assignment and Binding Effect. The rights and obligations of the parties shall not be <br /> assigned without the prior written consent of the non-assigning party. Subject to the <br /> foregoing, the provisions hereof shall extend to and be binding upon the successors <br /> and assigns of the parties. <br /> 6. Attorneys' Fees. In the event of litigation, arbitration or other similar procedure to <br /> enforce the provisions of this Agreement, the substantially prevailing party shall <br /> recover all reasonable costs, expenses and attorneys' fees incurred in connection <br /> therewith. <br /> 7. Entire Agreement. This Agreement is the entire agreement between the parties <br /> concerning the subject matter hereof and supercedes all prior agreements and <br /> understandings, written or verbal concerning such subject matter. <br /> 8. Further Assurances. Each party agrees to take from time to time such actions and <br /> execute such additional instruments as may be reasonably necessary or convenient <br /> to implement and carry out the intent and purpose of this Agreement. <br /> 9. Governing Law. This Agreement shall be governed by and construed in accordance <br /> with the laws of the State of Colorado without regard to the conflict of laws provision <br /> thereof. <br /> 10.Severability. If any provision of this Agreement is invalid or unenforceable, such <br /> provision shall be fully severable from this Agreement and the other provisions <br /> hereof shall remain in full force and effect and the remaining provisions hereof shall <br /> be liberally construed to carry out the provisions and intent hereof. <br /> 11.No Waiver. No failure or delay of any party in the exercise of any right given to such <br /> party hereunder shall constitute a waiver thereof unless the time, if any, specified <br /> 3 <br />