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b. INDEMNITY - EMS~MC agrees to indemnify and hold harmless Client and <br />any of its officers, agents and employees, from any claims of third parties arising <br />out or any act or omission of EMS~MC in connection with the performance of this <br />contract. <br />c. ASSIGNMENT -Neither this Agreement nor any rights or obligations <br />hereunder shall be assigned by either party without prior written consent of the <br />other party, except that this Agreement may be assigned without consent to the <br />survivor in any merger or other business combination including either party, or to <br />the purchaser of all or substantially all of the assets of either party. <br />d. BINDING EFFECT. This Agreement shall inure to the benefit of and be <br />binding upon the parties hereto and their respective heirs, successors, assigns, <br />and legal representatives. <br />e. NOTICE -Any notice or other communication required or permitted under <br />this Agreement shall be in writing and shall be deemed to have been given on the <br />date delivered personally or deposited in the United States Postal Service, <br />certified mail, return receipt requested, with adequate postage affixed, addressed <br />as follows: <br />Client: <br />Orange County Revenue Collector <br />Post Office Box 8181 <br />Hillsborough, North Carolina 27278 <br />EMS~MC: <br />EMS Management & Consultants, Inc. <br />4731 Commercial Park Ct., Ste. B. <br />Clemmons, NC 27006 <br />With Copy to: Karen M. Wilson <br />Robinson & Lawing, LLP <br />101 N Cherry Street, Suite 720 <br />Winston Salem, NC 27101 <br />11 <br />