EM 1110-2-2907
1 October 2003
parties, and neither party can bind the other by any contract or
representation.
Notices. All notices provided for in this Agreement shall be in
writing and will be deemed effective when either served by
personal delivery or sent by express, registered or certified mail,
postage prepaid, return receipt requested, to the other party at the
corresponding mailing address set forth on the first page hereof or
at such other address as such other party may hereafter designate
by written notice in the manner aforesaid.
Modification. The parties acknowledge and agree that this
Agreement may only be modified by the mutual written
agreement of the parties.
Entire Agreement. The written terms and provisions in this
Agreement constitute the entire agreement and understanding
between the parties relating to the subject matter hereof and
supersede all previous communications, proposals,
representations, and understandings, whether oral or written,
relating thereto. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and
all of which together shall constitute one instrument.
Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of
Colorado, U.S.A., without regard to the conflict of laws
provisions thereof. Both AIG and Sponsor agree and consent to
personal jurisdiction and venue in the state and federal courts in
the State of Colorado, U.S.A. All actions relating to or arising out
of this Agreement may be brought only in federal or state courts
in the State of Colorado, U.S.A.
Binder. This Agreement is binding on and inures to the benefit of the
parties, their respective heirs, assigns, and legal representatives.
Severability. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such
valid, illegal, or unenforceable provision had never been
contained herein.
Binding Agreement. Each party agrees and acknowledges that it has
read this Agreement, understands it, and agrees to be bound by
the terms and conditions herein.
IN WITNESS WHEREOF, this Agreement is executed by and between the parties as
of the Effective Date.
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