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Draft 5-28-09 <br />11. WAIVER. The failure of Sports Endeavors Inc. or Orange County at any time to demand strict <br />performance by the other of any terms, covenants or conditions set forth herein, shall not be <br />construed as a continuing waiver or relinquishment thereof, and either may at any time demand strict <br />and complete performance by the other of said terms, covenants and conditions. <br />12. ASSIGNMENT. Neither Orange County nor Sports Endeavors Inc. shall have any right to assign or <br />transfer any of its rights or obligations hereunder without the express written consent of the other <br />party, except Sports Endeavors Inc. may assign any right or delegation any obligation hereunder to a <br />wholly-owned subsidiary or to any party to whom Sports Endeavors Inc. sells substantially all of its <br />assets. Any unauthorized attempt at assignment shall be void and unenforceable. <br />13. FURTHER ASSURANCES. Each party shall, upon the request of the other and without further <br />consideration, execute and deliver to such other parties such documents as may be necessary and <br />proper, and take such other action as may be required, to effectively carry out this Agreement. <br />14. INDEPENDENT CONTRACTORS. Both parties shall be independent contractors unto one <br />another. Nothing herein contained shall be construed to constitute the parties hereto as partners or as <br />joint venturers, or either as agent of the other, and neither shall have power to obligate or bind the <br />other in any manner whatsoever. <br />15. SIGNIFICANCE OF HEADINGS. Paragraph headings contained hereunder are solely for the <br />purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in <br />the construction of this Agreement. Accordingly, in case of any question with respect to the <br />construction of this Agreement, it is to be construed as though such paragraph headings had been <br />omitted. <br />16. SEVERABILITY. If this Agreement or any of its provisions is found to be illegal or unenforceable <br />under the law now or hereafter in effect, then the parties shall be excused from the performance of <br />such portions of this Agreement as shall be found to be illegal or unenforceable under the applicable <br />laws or regulations, without affecting the validity of the remaining provisions of the Agreement. <br />17. FORCE MAJEURE. Neither party shall be liable for any delays, damages nor failure to act caused <br />by Force Majeure Event. A Force Majeure Event means an act of God, failure of any governmental <br />or other regulatory agency or national sport governing body to grant necessary permits or approvals, <br />threat and/or acts of terrorism, or any similar contingency beyond its control, and any failure or <br />delay in the performance of the respective obligations of the parties due to a Force Majeure Event <br />shall not be deemed a breach of this Agreement. <br />18. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between Sports <br />Endeavors Inc. and Orange County relating to the subject matter hereof, and cannot be altered or <br />modified except by an agreement in writing signed by both parties. Upon its execution, this <br />Agreement shall supersede all prior negotiations, understandings and agreements regarding the <br />Facility, whether oral or written, and such prior agreements shall thereupon be null and void without <br />further legal effect. Any terms inconsistent with or additional to the terms and conditions set forth in <br />this Agreement which may be included with a purchase order, acknowledgement, invoice or the like, <br />of either party shall not be binding on the other party hereto. This Agreement may be executed in <br />two (2) or more counterparts, each of which will be considered an original, but all of which will <br />Page 6 of 7 <br />