Resolution 2013-45 - Laserfiche WebLink

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7.5 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Colorado. 7.6 Business Days. If any date or any period provided for in this Agreement shall end on a Saturday, Sunday or legal holiday, the applicable date or period shall be extended to the first business day following such Saturday, Sunday or legal holiday. 7.7 Multiple Counterparts. This Agreement may be executed in multiple counterparts (each of which is to be deemed original for all purposes). 7.8 Severabilitv. If any provision of this Agreement or application to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. 7.9 Survival. Unless otherwise expressly provided for in this Agreement, the representations (if any), warranties (if any), indemnification obligations (if any) and covenants (if any) of the parties set forth in this Agreement shall survive consummation of the transaction contemplated by this Agreement and the delivery and recordation of the Deed for six (6) months after the Closing Date [(the "Limitation Period "). Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be liable for consequential, punitive and/or exemplary damages of any nature whatsoever. Buyer shall provide written notice to Seller of any alleged breach of such covenants, indemnities, warranties or representations and shall allow Seller 30 days within which to cure such breach, or, if such breach cannot reasonably be cured within 30 days, an additional reasonable time period, so long as such cure has been commenced within such 30 days and is being diligently pursued. If Seller fails to cure such breach after written notice and within such cure period, Buyer' s sole remedy shall be an action at law for actual damages as a consequence thereof, provided that any claim or action at law for actual damages brought after Closing based upon a misrepresentation or a breach of a covenant, indemnity, warranty or representation under this Agreement shall be actionable or enforceable if and only if notice of such claim is given to Seller on or before the ninety -first (91s`) day following the expiration of the Limitation Period (provided such notice is timely given as required herein, such 91s` day deadline shall not limit the period during which Buyer may file such claim or action for which such notice was given). The Limitation Period referred to herein shall apply to known as well as unknown breaches of such covenants, indemnities, warranties or representations. Buyer' s waiver and release set forth in Article 5 shall apply fully to liabilities under such covenants, indemnities, representations and warranties and is hereby incorporated by this reference. Buyer specifically acknowledges that such termination of liability represents a material element of the consideration to Seller. The limitation as to Seller' s liability in this Section 7.9 does not apply to Seller' s liability with respect to prorations and adjustments under Section 4.5. The provision of this Section 7.9 shall survive indefinitely the Closing or earlier termination of this Agreement and shall not be merged into the Deed or other closing documents. 7.10 1031 Exchange. Buyer and Seller acknowledge that either party may wish to structure this transaction as a tax deferred exchange of like -kind property within the meaning of Section 1031 of the Internal Revenue Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that: (i) the cooperating party shall not be required to acquire or take title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys' fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this 16 2013 08 20 CTC land purchase 04 agreement FINAL.doc