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12.5 Recording. If requested by Tenant, Landlord and Tenant agree to execute a Memorandum of
<br />Lease that Tenant may record at Tenant's sole cost and expense. The date set forth in the Memorandum of Lease
<br />is for recording purposes only, and bears no reference to commencement of the Term or rent payments of any
<br />kind.
<br />12.6 Force Maieure. Notwithstanding anything to the contrary in this Agreement, neither Party shall
<br />be liable to the other Party for nonperformance or delay in performance of any of its obligations under this
<br />Agreement due to causes beyond its reasonable control, including, without limitation, strikes, lockouts,
<br />pandemics, labor troubles, acts of God, accidents, technical failure governmental restrictions, insurrections, riots,
<br />enemy act, war, civil commotion, fire, explosion, flood, windstorm, earthquake, natural disaster or other casualty
<br />("Force Majeure"). Upon the occurrence of a Force Majeure condition, the affected Party shall immediately notify
<br />the other Party with as much detail as possible and shall promptly inform the other Party of any further
<br />developments. Immediately after the Force Majeure event is removed or abates, the affected Party shall perform
<br />such obligations with all due speed. Neither Party shall be deemed in default of this Agreement to the extent that
<br />a delay or other breach is due to or related to a Force Majeure event. A proportion of the Rent herein reserved,
<br />according to the extent that such Force Majeure event shall interfere with the full enjoyment and use of the
<br />Premises, shall be suspended and abated from the date of commencement of such Force Majeure event until the
<br />date that such Force Majeure event subsides. If such Force Majeure event prevents the affected Party from
<br />performing its obligations under this Agreement, in whole or in part, for a period of forty-five (45) or more days,
<br />then the other Party may terminate this Agreement immediately upon Notice to the affected Party.
<br />12.7 Successors and Assigns. The respective rights and obligations provided in this Agreement shall
<br />bind and shall continue to apply for the benefit of the Parties hereto, their legal representatives, heirs, successors
<br />and permitted assigns. No rights however, shall continue to apply for the benefit of any assignee, unless such
<br />assignment was made in accordance with Section 12.1 of this Agreement.
<br />12.8 Governing Law and Construction. This Agreement shall be construed, governed and enforced in
<br />accordance with the laws of the State of Colorado. The section and paragraph headings contained in this
<br />Agreement are solely for reference purposes, and shall not affect in any way the meaning or interpretation of this
<br />Agreement.
<br />12.9 Severability. Each provision of this Agreement shall be construed as separable and divisible from
<br />every other provision and the enforceability of any one provision shall not limit the enforceability, in whole or in
<br />part, of any other provision. If a court or administrative body of competent jurisdiction holds any provision of this
<br />Agreement to be invalid, illegal, void or less than fully enforceable as to time, scope or otherwise, such provision
<br />shall be construed by limiting and reducing it so that such provision_ is valid, legal and fully enforceable while
<br />preserving to the greatest extent permissible the original intent of the parties; the remaining terms and conditions
<br />of this Agreement shall not be affected by such alteration, and shall remain in full force and effect.
<br />12.10 Waiver; Remedies. It is agreed that, except as expressly set forth in this Agreement, the rights and
<br />remedies herein provided in case of Default or breach by either Landlord or Tenant are cumulative and shall not
<br />affect in any manner any other remedies that the non -breaching Party may have by reason of such default or
<br />breach. The exercise of any right or remedy herein provided shall be without prejudice to the right to exercise any
<br />other right or remedy provided herein, at law, in equity or otherwise. In addition to, and not in limitation of, the
<br />preceding, the Parties acknowledge and agree that there will not be an adequate remedy at law for
<br />noncompliance with the provisions of Section 5, and therefore either Party shall have the right to equitable
<br />remedies, including, without limitation, injunctive relief and specific performance.
<br />12.11 Notice. All notices or requests that are required or permitted to be given pursuant to this
<br />Agreement must be given in writing by certified US mail (postage pre -paid) with return receipt requested or by
<br />Site Number: DNDEN00260D
<br />Market: Denver
<br />III
<br />Confidential & Proprietary
<br />Option Version: 1.0
<br />c6c
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