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limitation, visits to the site for grading any erosion features, spraying for weeds or re- seeding, if <br />necessary, and regulatory inspections. Oxbow agrees that it will endeavour to schedule these <br />activities so as to minimize interference with landowner or ranch activities on the Properties, but <br />the Parties recognize that the timing requirements of the applicable regulatory authorities may <br />cause some disruption with ranch or G R Bar Ranch activities. <br />7. Miscellaneous <br />(a) Notices All notices and other communications under this Agreement <br />shall be in writing and delivered (i) personally, (ii) by registered or certified mail with postage <br />prepaid, and return receipt requested, or (iii) by nationally recognized commercial overnight <br />courier service with charges prepaid, directed to the intended recipient using its respective <br />address provided in the introductory paragraph above. A notice or other communication shall be <br />deemed delivered on the earliest to occur of (1) its actual receipt, (2) the fifth Business Day <br />following its deposit in registered or certified mail, with postage prepaid and return receipt <br />requested, or (3) the first Business lay following its deposit with a nationally recognized <br />commercial overnight courier service, with charges prepaid. Any Party may change the address <br />to which notices and other communications hereunder can be delivered by giving the other notice <br />in the manner herein set forth. <br />(b) Fees The successful Party in any suit, action or proceeding brought to <br />enforce this Agreement shall be entitled to recover the costs, expenses and fees incurred in any <br />such suit, action or proceeding, including attorneys' fees and expenses. <br />(c) Entire Agreement This Agreement (including the Exhibit attached <br />hereto) constitutes the entire understanding between the Parties with respect to the subject matter <br />hereof and supersedes all negotiations, prior discussions or prior agreements. No representation, <br />warranty, covenant, agreement, promise, inducement or statement, whether oral or written, has <br />been made by a Party that is not set forth in this Agreement, and no Party shall be bound by or <br />liable for any alleged representation, warranty, covenant, agreement, promise, inducement or <br />statement not so set forth. <br />(d) Amendment and 'Waiver This Agreement may not be altered or amended, <br />nor any rights hereunder be waived, except by an instrument in writing and executed by the Party <br />or Parties to be charged with such amendment or waiver. No waiver of any term, provision or <br />condition of this Agreement shall be deemed to be, or construed as, a further or continuing <br />waiver of any such terra, provision or condition, or as a waiver of any other term, provision or <br />condition hereof. <br />(e) Severability If any provision of this Agreement is invalid or <br />unenforceable in any jurisdiction, such provision shall be fully severable from this Agreement <br />and the other provisions hereof shall remain in full force and effect in such jurisdiction and the <br />remaining provisions hereof shall be liberally construed to carry out the provisions and intent <br />hereof, provided, if any one or more of the provisions contained in this Agreement shall be <br />determined or held to be invalid or unenforceable because such provision is overly broad as to <br />41489959 0 den <br />