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15.5 Headings The article and section headings used in this Agreement are intended <br />solely for convenience of reference, do not themselves form a part of this Agreement, and may <br />not be given effect in the interpretation or construction of this Agreement. <br />15.6 Inference No inference shall'be drawn in favor of or against any party based on <br />its participation in the drafting of this Agreement. <br />15.7 Severability of Provisions If any provision of this Agreement or the application <br />thereof to any person or circumstances shall to any extent be held in any proceeding to be invalid <br />or unenforceable, the remainder of this Agreement, or the application of such provision to <br />persons or circumstances other than those in which it was held to be invalid or unenforceable, <br />shall not be affected thereby, and shall be valid and be enforced to the fullest extent permitted by <br />law, but only if and to the extent such enforcement would not materially and adversely frustrate <br />the parties' essential objectives as expressed herein. <br />15.8 Counterparts This Agreement and any amendments thereof may be executed and <br />delivered in multiple counterparts, each of which shall be deemed an original, and all of which <br />together shall constitute one and the same instrument. A facsimile, electronic ".pdf' exchange or <br />other copy of a signature shall be deemed an original for purposes of this Agreement. <br />15.9 Third Parties Except as may otherwise be expressly stated herein, no provision <br />of this Agreement is intended or shall be construed to confer on any person or entity, other than <br />• the parties hereto, any rights hereunder. <br />15.10 Time Periods Time is of the essence in all matters pertaining to this Agreement. <br />Any action required hereunder to be taken within a certain number of days shall, except as may <br />otherwise be expressly provided herein, be taken within that number of calendar days; provided <br />however that if the last day for taking such action falls on a Saturday, a Sunday, or a legal <br />holiday, the period during which such action may be taken shall automatically be extended to the <br />next business day. <br />15.11 Governing Law This Agreement shall be governed by and construed in <br />accordance with the laws of the State of Colorado, without regard to the choice -of -laws or <br />conflicts -of -laws provisions thereof. <br />SIGNATURE PAGE TO FOLLOW <br />16 <br />• <br />