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If to Purchaser: Orange County, North Carolina <br />P.O. BOX 8181 <br />Hillsborough, NC 27278 <br />Attention: Pam Jones, Director of Purchasing and Central Services <br />with a copy to: <br />Geoffrey E. Gledhill <br />Coleman, Gledhill, Hargrave & Peek, P.C. <br />129 E. Tryon Street <br />P. O. Drawer 1529 <br />Hillsborough, NC 27278 <br />Any such notice or statement delivered by personal delivery shall be deemed delivered and received <br />as of the date of personal delivery. Any notice or statement delivered by next day courier service or United <br />States certified mail as provided above shall be deemed delivered when delivered to the next day courier <br />service or deposited in the United States mail, and the delivery confirmation or return receipt therefrom, as <br />applicable, shall be deemed prima facie evidence that such notice or statement was received on the date stated <br />on such delivery confirmation or return receipt. <br />SECTION 13. Remedies. In the event this transaction fails to close by reason of Purchaser's <br />failure to perform its obligations under this Agreement, Seller shall have the right to pursue any and all rights <br />and remedies available to it at law or in equity for Seller's breach, including, without limitation, the right, to <br />the extent permitted by law, to sue for specific performance. In the event Seller fails or refuses to convey the <br />Property to Purchaser in accordance with the terms of this Agreement or otherwise perform its obligations <br />hereunder, then Purchaser shall have the right to pursue any and all rights and remedies available to it at law <br />or in equity for Seller's breach, including, without limitation, the right to sue for specific performance. <br />SECTION 14. Waiver. No term, condition or covenant contained in this Agreement shall be <br />deemed waived by any act, omission or forbearance, or any series of same, by either Purchaser or Seller. The <br />only waivers that shall be effective under this Agreement shall be those which are in writing and signed by <br />the party to be charged. No prior notice of non-waiver need be given by a party who has previously forborne <br />from exercising a right hereunder. <br />SECTION 15. Coordination with Other Agreements. Seller and Purchaser agree and understand <br />that this Agreement evidences a portion of the transaction contemplated in the Agreement of Intent, and that <br />the rights and relations of the parties under this Agreement need to be coordinated and harmonized with the <br />other transactions therein contemplated. In particular, but not in limitation, the closing contemplated in this <br />Agreement shall be exercised simultaneously with the closing referenced in the Agreement of Purchase and <br />Sale (Office Building). <br />SECTION 16. No Joint Venture. Nothing in this Agreement shall constitute or be construed to <br />constitute a joint venture between Purchaser and Seller. <br />SECTION 17. No Third Party Beneficiaries. Neither party intends to confer any rights under this <br />Agreement upon any third party. Standing to enforce this Agreement shall rest exclusively in the parties <br />hereto. <br />SECTION 18. Time of Essence. Time is of the essence of this Agreement. <br />-9- <br />