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Y ; <br />~--/ 5. No Sale of Water Rig;. No term of this Agreement shall be coas~trued to be a sale; <br />lease or transfer of any water rights owned by Seller. <br />6. No Warranties. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, <br />AND HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING <br />ITS WATER OR TTS PERFORMANCE UNDER THIS AGREEMENT, DCLUDING <br />(WITHOUT LIMITATION) ANY A~'LIED WARRANTIES OF MERCHANTABILITY OR <br />FTINESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISIIVG <br />OUT OF COURSE OF PEFORMANCE, GOURSE OF DEALING, OR USAGE OF TRADE. <br />THE WATER DELIVERED BY SELLER IS DELIVERED "AS IS." <br />7. Limitation of Liability. IN NO EVENT SHALL SELLER BE I.lABLE TO BUYER <br />FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT <br />DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF <br />OR IN CONNECTION WITH THLS AGREEMMENT OR ITS PERFORMANCE HEREUNDER. <br />1N NO EVENT SHALL THE AGGREGATE LIABILITY OF SELLER ARISING OUT OF OR <br />IN CONNECTION WITH THIS AGREEMENT EXCEID ONE HUNDRED DOLLARS <br />($100}_ <br />8. Indemnification. Buyer agrees to indemnify, hold harmless and defend Seller, its agents, <br />assigns, employees, offsets; and officials from and against ail claims, demands, liabilities, suits, <br />- judgmcnts and decrees, losses and costs and expenses of any ]rind or nattn•e whatsoever on <br />Y account of claims or demands arising out of Buyer's operations pursuant to this Agreement, <br />regardless of where such claim arose. <br />9. Insurance. Buyer shalt procure and maintain at its sole and exclusive expense insurance <br />coverage, including oompreltensive liability, petsonal injury, and property damage, with <br />minimum combined single limits of one million dollars {$1,000,000} each occurrence and one <br />million dollars ($2,000,000) general aggregate. <br />10. Aeree~ment Bindine. The terms and provisions of this Agreement shall be binding upon <br />and inure to the benefit of the Parties and their respective heirs, personal representatives, <br />successors and assigns. <br />i I. Governing Law and Venue. This Agrcement and the rights and obligations of the Parties <br />hereunder shall be governed by the laws of the State of Colorado and venue for any legal action <br />arising under this Agreement shall be in Teller Cotmty, Colorado. <br />22. Entire Aaree3meat This Agreement embodies the complete Agreement between the <br />Parties and shall not be modified or amended, except by the writtr.~ agreement of the Parties. <br />t 3. Govetttmattal hnmuttitt+. Nothing herein shall be construed as a waiver of ary <br />protections or immunities Boller may have under the Colorado Govemmentai Immunity Act, <br />C.R.S. § 2410-10I, er seg., as amended. <br />14. Severabiliri. If any provision of this Agreement is found by a court of competent <br />~-~ jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall <br />remain in full force and effect <br />~cltibit2 page 2 <br />