2012-09-19_PERMIT FILE - X201222311 (2)

Home Browse Search

duration, geographic scope, activity, subject or otherwise, such provision shall be deemed amended by limiting and reducing it to the minimum extent necessary to make such provision valid and enforceable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, nor shall the invalidity or unenforceability of any provision of this Agreement with respect to any person or entity affect the validity or enforceability of such prevision with respect to any other person or entity. (f) Relationship of Parties It is not the intention of the Parties to create, nor shall this Agreement be construed as creating, a partnership, joint venture, agency relationship, trust or other association that would render any Party liable for the action of any other Party. No Party shall have any right, power or authority to act or to create any duty or obligation, express or implied, on behalf of any other Party, or to hold itself out as a representative or agent of any other Party. (g) Binding Effect This Agreement shall be binding upon the Parties and their respective successors and assigns. Except for the Parties, and their successors and assigns, nothing in this Agreement, express or implied, is intended to confer upon any other entity or person any benefits, rights or remedies. (h) Governigg Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Colorado without giving effect to the conflict of laws provisions thereof. Each of the parties hereby submits to the exclusive jurisdiction of the Colorado District Court sitting in Delta County, Colorado and for purposes of all legal proceedings arising out of or relating to this agreement or the transactions provided for herein. The parties irrevocably waive, to the fullest extent not prohibited by law, any objection that any of them may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such court has been brought in a inconvenient forum. To the extent that such court refuses to exercise jurisdiction hereunder, the parties agree that jurisdiction shall be proper in any court in which jurisdiction may be obtained. (i) Recording. This Agreement is to be recorded in the real property records of the county in which the Properties are located. To facilitate recording; the counterpart to be recorded in a given county may contain only that portion of Exhibit A that describes real property located in that county. Exhibit B shall not be recorded and shall be considered confidential between Oxbow and the Landowner(s). {j) Execution and Counterparts This Agreement may be executed in one or more original counterparts and shall become operative when each Party has executed and delivered at least one counterpart. Each counterpart shall be deemed to be an original for all purposes, and all counterparts shall together constitute but one and the same instrument. [Remainder of Page Intentionally Left Blank] n1488959 v3 den