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For TOA: Triangle Orthopaedic Associates, P.A. <br />Attention: Charles Wilson, CEO <br />120 William Penn Plaza. <br />Durham, NC 27704 <br />12. WAIVER The failure of TOA or Orange County at any time to demand strict performance <br />by the other of any terms, covenants or conditions set forth herein, shall not be construed as a continuing <br />waiver or relinquishment thereof, and either may at any time demand strict and complete performance by the <br />other of said terms, covenants and conditions. <br />13. ASSIGNMENT. Neither Orange County nor TOA shall have any right to assign or transfer <br />any of its rights or obligations hereunder without the express written consent of the other party, except TOA <br />may assign any right or delegate any obligation hereunder to a wholly-owned subsidiary or to any party to <br />whom TOA sells substantially all of its assets. Any unauthorized attempt at assignment shall be void and <br />unenforceable. <br />14. FURTHER ASSURANCES. Each party shall, upon the request of the other and without <br />further 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 />15. 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 joint <br />venturers, or either as agent of the other, and neither shall have power to obligate or bind the other in any <br />manner whatsoever. <br />16. SIGNIFICANCE OF HEADINGS. Paragraph headings contained hereunder are solely for <br />the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the <br />construction of this Agreement. Accordingly, in case of any question with respect to the construction of this <br />Agreement, it is to be construed as though such paragraph headings had been omitted. <br />17. SEVERABILITY. If this Agreement or any of its provisions is found to be illegal or <br />unenforceable under the law now or hereafter in effect, then the parties shall be excused from the performance <br />of such portions of this Agreement as shall be found to be illegal or unenforceable under the applicable laws or <br />regulations, without affecting the validity of the remaining provisions of the Agreement. <br />18. FORCE MAJEURE. Neither party shall be liable for any delays, damages or failures to act <br />caused by a 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, unless <br />such failure to grant necessary permits or approvals is based on a dispute with either party over costs or fees or <br />the payment thereof, or any threat and/or acts of terrorism, or any similar contingency beyond its control, and <br />any failure or delay in the performance of the respective obligations of the parties due to a Force Majeure <br />Event shall not be deemed a breach of this Agreement. <br />19. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between <br />TOA and Orange County relating to the subject matter hereof, and cannot be altered or modified except by an <br />agreement in writing signed by both parties. Upon its execution, this Agreement shall supersede all prior <br />negotiations, understandings and agreements regarding the Facility, whether oral or written, and such prior <br />agreements shall thereupon be null and void without further legal effect. Any terms inconsistent with or <br />additional to the terms and conditions set forth in this Agreement which may be included with a purchase <br />order, acknowledgement, invoice or the like, of either party shall not be binding on the other party hereto. <br />~rxm~o~ sa6~i ~ <br />