OR IF ANY
REPRESENTATION OR WARRANTY OF BUYER MADE HEREIN OR IN CONNECTION HEREWITH PROVES
TO BE MATERIALLY INACCURATE OR MISLEADING WITH RESPECT TO BUYER.
11
12.2
If this Agreement is terminated as provided in Section 12.1, then
there shall be no liability or obligation on the part of any party hereto (or
any of its respective officers, directors or employees) except that if Buyer
terminates this Agreement pursuant to clause 12.1(c) or Seller terminates this
Agreement pursuant to clause 12.1(d), the non-terminating party shall remain
liable for any breach hereof.
SECTION 13.
MISCELLANEOUS.
13.1
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE EXHIBITS HERETO,
SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AND MERGES
AND SUPERSEDES ALL PRIOR DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF EVERY
KIND AND NATURE AMONG IT AS TO THE SUBJECT MATTER HEREOF, AND NO PARTY SHALL BE
BOUND BY ANY CONDITION, DEFINITION, WARRANTY OR REPRESENTATION OTHER THAN AS
EXPRESSLY PROVIDED FOR IN THIS AGREEMENT OR AS MAY BE ON A DATE ON OR SUBSEQUENT
TO THE DATE HEREOF DULY SET FORTH IN WRITING SIGNED BY EACH PARTY THAT IS TO BE
BOUND THEREBY.
UNLESS OTHERWISE EXPRESSLY DEFINED, TERMS DEFINED IN THE
AGREEMENT SHALL HAVE THE SAME MEANINGS WHEN USED IN ANY EXHIBIT AND TERMS
DEFINED IN ANY EXHIBIT SHALL HAVE THE SAME MEANINGS WHEN USED IN THE AGREEMENT.
THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO) SHALL NOT BE CHANGED, MODIFIED OR
AMENDED EXCEPT BY A WRITING SIGNED BY EACH PARTY TO BE CHARGED AND THIS
AGREEMENT MAY NOT BE DISCHARGED EXCEPT BY PERFORMANCE IN ACCORDANCE WITH ITS
TERMS OR BY A WRITING SIGNED BY EACH PARTY TO BE CHARGED.
13.2
GOVERNING LAW.
THIS AGREEMENT AND ITS VALIDITY, CONSTRUCTION AND
PERFORMANCE SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF
COLORADO WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
13.3
REPRESENTATION BY COUNSEL.
EACH PARTY HERETO REPRESENTS AND AGREES
WITH THE OTHER THAT IT HAS BEEN REPRESENTED BY INDEPENDENT COUNSEL OF ITS OWN
CHOOSING; IT HAS HAD THE FULL RIGHT AND OPPORTUNITY TO CONSULT WITH ITS
RESPECTIVE ATTORNEYS AND OTHER ADVISORS AND HAS AVAILED ITSELF OF THIS RIGHT AND
OPPORTUNITY; ITS AUTHORIZED OFFICERS HAVE CAREFULLY READ AND FULLY UNDERSTAND
THIS AGREEMENT IN ITS ENTIRETY AND HAVE HAD IT FULLY EXPLAINED TO IT BY SUCH
PARTY'S COUNSEL; IT IS FULLY AWARE OF THE CONTENTS HEREOF AND THE MEANING,
INTENT AND LEGAL EFFECT THEREOF; AND ITS AUTHORIZED OFFICER IS COMPETENT TO
EXECUTE THIS AGREEMENT AND HAS EXECUTED THIS AGREEMENT FREE FROM COERCION,
DURESS OR UNDUE INFLUENCE.
EACH PARTY AND ITS COUNSEL COOPERATED IN THE
DRAFTING AND PREPARATION OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO
HEREIN.
ACCORDINGLY, ANY RULE OF LAW OR ANY LEGAL DECISION THAT WOULD REQUIRE
INTERPRETATION OF ANY AMBIGUITIES IN THIS AGREEMENT AGAINST THE PARTY THAT
DRAFTED IT IS OF NO APPLICATION AND IS HEREBY EXPRESSLY WAIVED.
THE PROVISIONS
OF THIS AGREEMENT SHALL BE INTERPRETED IN A REASONABLE MANNER TO EFFECT THE
INTENTIONS OF THE PARTIES AND THIS AGREEMENT.
13.4
BENEFIT