2011-03-14_REVISION - M1977493 (41)

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CM0000894 21. Force Majeure. Notwithstanding anything herein to the contrary, the Reservoir Company agrees not to hold Climax responsible for any losses or damages incurred by the Reservoir Company or its shareholders as a result of Climax's inability to perform its obligations hereunder due to the following causes, if beyond Climax's direct or indirect control, and when occurring through no direct or indirect fault of Climax: acts of God; natural disasters; actions or failure to act by governmental authorities; unavailability of power, fuel, supplies or equipment critical. to Climax's activities hereunder; major equipment or facility breakdown; and changes in Colorado or federal law, including, without limitation, change in any permit requirements. 22. No Partnership. It is not the intention of the parties to create, nor shall this Agreement be construed as creating, a partnership, joint venture, agency relationship or association, or render the parties liable as partners, co-venturers or principals. 23. Miscellanem. (a) Applicable Law. This Agreement and the parties' obligations hereunder shall be governed, construed, and enforced in accordance with the laws of the State of Colorado. (b) Severability. If any provision of this Agreement shall prove to be illegal, invalid or unenforceable, the remainder of this Agreement shall not be, affected thereby, and in lieu of each provision of this Agreement that is illegal, invalid or unenforceable, there shall be added as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. fit (c) Waiver. This Agreement may not be amended nor any rights hereunder waived except by an instrument in writing signed by the parties sought to be charged with such amendment or waiver. The waiver by either party of any term of condition of this Agreement shall not be deemed to constitute a continuing waiver thereof nor of any further or additional right that such party may hold under this Agreement. . (d) Binding_ fE fect. This Agreement shall be binding upon and shall inure to the benefit of the Reservoir Company and Climax, and their respective successors and assigns. (e) Integrated Agreement. This Agreement constitutes the entire agreement between the parties. Except for the 1993 Agreement, as amended, this Agreement supersedes any prior agreement or understandings between the parties. (f) Headings. The paragraph headings used herein are inserted for convenience of reference only and shall not alter, define or be used in construing the text of such paragraphs. M2669 -15- 111111111111111111 IIII 1111111111111111111 HIM III IN 666203 08/17/1998 03:10P 23 Sara Fiaher 15 of 112 R 561.00 D 0.00 N 0.00 Eagle CO r w- Ui v ? ?. w u, N Oro ? N aaa? r to .?_ m a- zw m ut ? . B C? N- r m? a - m a? o c a? •C