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that such unenforceability would frustrate the purpose of this Agreement, either party may by written notice to the <br />other terminate this Agreement. <br />f) Waiver of Covenants. Conditions and Remedies: The waiver by one party of the performance of <br />any covenant, condition or promise under this Agreement shall not invalidate this Agreement nor shall it be <br />considered a waiver by it of any other covenant, condition or promise hereunder. The waiver by either or both <br />parties of the time for performing any act under this Agreement shall not constitute a waiver of the time for <br />performing any other act or an identical act required to be performed at a later date. <br />g) Amendment: This Agreement may be amended at any time by the written agreement of Buyer and <br />Seller. All amendments, changes, revisions and discharges of this Agreement, in whole or in part, and from time to <br />time, shall be binding upon the parties, despite any lack of legal consideration, so long as the same shall be in <br />writing and executed by the parties hereto, <br />h) Relationshi~of the Parties: The parties agree that their relationship is that of seller and buyer and <br />that nothing contained herein shall constitute either party the agent or legal representative of the other for any <br />purpose whatsoever. Further, this Agreement shall not be deemed to create any form of business organization <br />between the parties hereto; neither party is granted any right or authority to assume or create any obligation or <br />responsibility on behalf of the other party; and neither party shall, in any way whatsoever, be liable for the debts of <br />the other. <br />i) Assignment: Seller may not assign its rights under this Agreement to any other entity without the <br />prior written consent of Buyer. Buyer may not assign its rights, obligations and liabilities hereunder, except to an <br />affiliate of Buyer, without prior written consent of Seller. Subject to the foregoing, this Agreement shall be binding <br />upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. <br />j) Further Acts: Each party agrees to perform any further acts and to execute, acknowledge and <br />deliver any documents which maybe reasonably necessary to carry out the provisions of this Agreement. <br />k) Brokers: Buyer and Seller each represent and warrant to the other that they have not dealt with <br />any brokers or finders in connection with the purchase and sale of the Property, other than Lincoln Harris, to which <br />a commission will be paid by Seller if and when Closing occurs pursuant to a separate agreement; and, insofar as <br />such party knows, no broker or other person is entitled to any commission or finder's fee in connection with the <br />purchase and sale of the Property. Seller and Buyer, to the extent Buyer is permitted to do so by law, each agree to <br />indemnify, defend and hold harmless the other against any claim incurred by reason of any brokerage fee, <br />commission or finder's fee which is payable or alleged to be payable to any broker or finder because of any <br />agreement, act, omission or statement of the indemnifying party. This indemnity shall survive the Closing. <br />1) Notice: All notices and demands which either party is required or desires to give to the other shall <br />be given in writing by personal delivery, express courier service, certified mail, return receipt requested, or by <br />telecopy followed by next-day delivery of a hard copy to the following address of each party: <br />If to Buyer: Orange County, North Crolina <br />200 South Cameron Street <br />P. O. Box 8181 <br />Hillsborough, North Carolina 27278 <br />Attention: Rod Visser, Assistant County Manager <br />Te le c opy: 919-644-3 004 <br />with copy to: LEDAHF <br />123 North Main Street <br />Belmont, North Carolina 28012 <br />Attention: Jeff Thompson <br />RALEIGIf 454765 6 <br />9 <br />