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III II I III I III III III I 111 111 08/02/2004 2613677 12 45P
<br /> Boulder County Clerk, CO CE R 71 00 D 0 00
<br /> Easement will be made in any subsequent deed, or other legal instrument,by means
<br /> of which Owner conveys any interest in the Property(including a leasehold interest)
<br /> and that Owner will attach a copy of this Easement thereto.
<br /> 11.4 This instrument and the attached Exhibits contain the entire Easement between the
<br /> parties relating to the subject matter hereof and may be modified only by an
<br /> instrument in writing executed by all parties.
<br /> 11.5 This Easement may be executed in one or more counterparts,each of which when so
<br /> executed shall be deemed an original,and such counterparts together shall constitute
<br /> one and the same instrument.
<br /> 11.6 The person executing this Easement on behalf of Owner represents and warrants that
<br /> he or she has been duly authorized by Owner to execute this Easement and has the
<br /> power and authority to bind Owner to the terms hereof. Owner further represents and
<br /> warrants that it has not previously sold, assigned, granted, transferred, pledged, or
<br /> encumbered,or purported to sell,assign,grant,transfer,pledge or encumber,to or for
<br /> the benefit of any other person, corporate or natural, any chose in action, claim,
<br /> demand or cause of action related to or arising under the Lawsuit or any portion
<br /> thereof or interest therein.
<br /> 11.7 Owner agrees that it shall be solely responsible for any tax payments arising out of this
<br /> Easement,and Owner acknowledges that it bears the sole risk of and liability for the tax
<br /> effects of any payments made by the City in connection herewith, and for any other
<br /> financial consequences hereof.
<br /> 11.8 It is acknowledged that the parties have participated in the drafting of this Easement,
<br /> each with the assistance of counsel, and it is agreed that any claim as to ambiguity
<br /> shall not be construed for or against either party as a result of such drafting.
<br /> 11.9 This instrument shall be construed in accordance with the substantive law of the State
<br /> of Colorado. Venue for any action concerning this instrument shall be in the District
<br /> Court of Boulder County,Colorado,or the United States District Court for Colorado,
<br /> and the Owner and City agree to submit to the personal jurisdiction of such Court.
<br /> 11.10 Owner,for itself,its successors and assigns,does covenant,grant,bargain,and agree
<br /> to and with the City, its successors and assigns,that at the time of the execution and
<br /> delivery hereof,Owner is well seized of the Property over which the easement herein
<br /> conveyed is located, and has good, sure,perfect,absolute and indefeasible estate,in
<br /> law,in fee simple,and has good right,full power and authority to grant,bargain,sell,
<br /> and convey the same in manner and form as set forth above,and that the Property is
<br /> free and clear from all former and other grants, bargains, sales, liens, mortgages,
<br /> taxes, assessments, encumbrances, and restrictions of whatever kind or nature
<br /> whatsoever, except for ad valorem real property taxes for calendar year 2004 and
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