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24. Seller acknowledges that neither the Buyer, nor any of its agents or attorneys have <br />made any representations as to the tax treatment to be accorded to this Contract or to any proceeds <br />thereof by the Internal Revenue Service under the Internal Revenue Code or by the tax officials of <br />the State of Colorado under Colorado tax law. <br />AGREEMENT TO SURVIVE CLOSING <br />25. The parties hereto agree that, except for such of the terms, conditions, covenants, <br />and agreements hereof which are, by their very nature fully and completely performed upon the <br />closing of the purchase -sale transaction herein provided for, all of the terms, conditions, <br />representations, warranties, covenants, and agreements herein set forth and contained, shall survive <br />the closing of any purchase -sale transaction herein provided for and shall continue after said closing <br />to be binding upon and inure to the benefit of the parties hereto, their successors and assigns. <br />NOTICE <br />26. Whenever notice is required to be given hereunder, it shall be in wnting and <br />delivered to the party entitled thereto or mailed to the party entitled thereto, by hand delivery, e-mail <br />or certified mail, return receipt requested. If delivered, said notice shall be effective and complete <br />upon delivery. If e-mailed, said notice shall be effective upon receipt as evidenced by sender's <br />transmission receipt. If mailed, said notice shall be effective and complete three (3) days after <br />mailing. Until changed by notice in writing, notice shall be given as follows: <br />To the City: <br />To Studio 608: <br />City Manager <br />City of Louisville <br />749 Main Street <br />Louisville, CO 80027 <br />e-mail: malcolmf@louisvilleco.gov <br />608 Studios, LLC <br />625 Fairfield Lane <br />Louisville, CO 80027 <br />Attention: Eric D. Fowles <br />e-mail: ericfowles@me.com <br />MISCELLANEOUS <br />28. This Contract constitutes the entire understanding between 608 Studios and the City <br />with respect to the subject matter, may be amended only in writing by all parties, and are binding <br />upon the agents, personal representatives, heirs, lessees, assigns, and all other successors in interest <br />to the parties. <br />29. If any provision of this Contract is held to be illegal, invalid, or unenforceable under <br />present or future laws, such provision shall be fully severable. <br />10 <br />