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<br />~-1 5. No Sale of Water Rights. No term of this Agre~t shall be construed 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 II'S PERFORMANCE UNDER THIS AGREEMENT, IIdCLUDING <br />(WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILTCY OR <br />FITNESS FOR A PARTICULAR PURPOSE OR Ah'Y IMPLIED WARRANTY ARISING <br />OUT OF COURSE OF PEFORMANCE, COURSE 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 LIABLE TO BUYER <br />FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDII2ECT <br />DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFTIS) ARISING OUT OF <br />OR IN CONNECTION WITH THIS AGREEMENT OR TI'S PERFORMANCE HEREUNDER. <br />IN NO EVENT SHALL THE AGGREGATE LIABILPi'Y OF SELLER ARISING OUT OF OR <br />IN CONNECTIOl\t WITH THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS <br />{$100}_ <br />8. Indemnification. Buyer agrees to indemnify, hold harmless and defend Seller, its agenis_ <br />assigns, employees, officers, and officials from and arTA~ all claims, demands, liabilities, suits, <br />judgments and decrees, losses and costs and expenses of any kind or nature whatsoever on <br />account of claims or demands arising out of Buyer's operations pursuant to this Agreement, <br />~ regardless ofwhere such claim arose. <br />9. Insurance. Buyer shall procure and maintain at its sole and exclusive expense insurance <br />coverage, including comprehensive liability, personal .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,OOOj general aggregate. <br />10. Agreement Binding. The terms and provisions of this Agreement shaiI be binding upon <br />and inure to the benefit of the Patties and their respective heirs; pesonat representatives, <br />successors and assigns. <br />11. Governing Law and Venue. This Agreement 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 />12. Entire Agreement. This Agreement embodies the complete Agreement between the <br />Patties and shall not be modified or amended, except by the written agreement of the Parties. <br />13. Govermnental hnmunih~. Nothing herein shall be constttted as a waiver of any <br />protections or immunities Seller may have under the Colorado Govertunental Immunity Act; <br />C_R_S. § 2410-101, erseg_, as amended. <br />14. Severability. If any provision of this Agreement is found by a court cf competent <br />.ice jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall <br />remain in full force and effect <br />Exhibit2 page 2 <br />