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If to Purchaser: <br /> <br />The Archdiocese of Denver <br />1300 South Steele Street <br />Denver, Colorado 80210 <br />Attention: Real Estate Department <br />Fax No.: (303) 715-2041 <br /> <br />With a copy to: <br /> <br />Rothgerber Johnson & Lyons LLP <br />1200 17th Street, Suite 3000 <br />Denver, Colorado 80202 <br />Attention: Glen A. Burbtidge, Esq. <br />Fax No.: (303) 623-9222 <br /> <br />If to Seller: <br /> <br />City of Louisville <br />749 Main Street <br />Louisville, Colorado 80027 <br />Attention: William A. Simmons, City Adminislrator <br />Fax No.: (303) 673-9043 <br /> <br />With a copy to: <br /> <br />Gtiffiths, Tanoue & Light, P.C. <br />1512 Latimer Street, Suite 550 <br />Denver, Colorado 80202 <br />Attention: Samuel J. Light, Esq. <br />Fax No.: (303) 298-1627 <br /> <br /> If personally delivered, the Notice shall be deemed to have been received on the date of such <br />delivery. If mailed, the Notice shall be deemed to have been received two (2) business days after the <br />date of mailing. If sent via overnight delivery, the Notice shall be deemed to have been received the <br />following day. If sent via facsimile transmission, the Notice shall be deemed to have been received <br /> <br />on the date of recipient's actual receipt of the transmission. <br /> <br /> 12. MISCELLANEOUS PROVISIONS <br /> <br /> (a) Any of the representations, warranties, indemnities, covenants and agreements <br />of Purchaser and Seller, as well as any rights and benefits of Purchaser and Seller, pertaining to a <br />period of time following the Closing Date, shall survive the Closing and shall not be merged therein. <br /> (b) This Agreement shall 'i~e construed under, and in accordance with, the laws of <br />the State of Colorado and according to its fair meaning, and not in favor of or against either <br />Purchaser or Seller. In the event of a legal proceeding initiated by either party in state court, venue <br />shall be in Boulder County. <br /> <br /> (c) This Ag,'eement shall be binding upon and inure to the benefit of Purchaser and <br /> Seller and their respective legal representatives, successors and assigns. Neither party shall assign <br /> its rights or obligations hereunder without the prior written consent of the other party. <br /> <br />H:XD\WP~F I \10234Lq93~A 4ip&$Louiw,dlle.wpd - 12 - <br /> <br /> <br />