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hereby (a) designates the courts of general jurisdiction sitting within the state of North <br />Carolina as the exclusive courts of proper jurisdiction and venue of and for any and all <br />legal proceedings relating to this Agreement; (b) irrevocably consents to such <br />designation, jurisdiction, and venue, and (c) waives any objection or defenses relating to <br />jurisdiction or venue with respect to any legal proceeding initiated in or transferred to <br />such courts. <br />17. Severabilitv. If any provision of this Agreement is -held invalid,- illegal or <br />unenforceable, the validity, legality and enforceability of any of the remaining provisions <br />of this Agreement shall not in any way be affected or implied. <br />18. Entire Agreement. This Agreement, including without limitation the attached <br />exhibits, which are hereby incorporated herein by reference, constitutes the entire <br />agreement between the Parties concerning the subject matter of this Agreement and <br />supersedes any other prior or contemporaneous agreements or communications with <br />respect to such subject matter, whether written or oral. This Agreement may not be <br />modified except by a written amendment signed by a duly authorized representative of <br />the parties. No provision of this Agreement shall be deemed waived unless such waiver <br />shall be in writing and signed by the waiving party or a duly authorized representative . <br />19. Successors and Assigns. The provisions of this Agreement shall be binding <br />upon and inure to the benefit of the Parties and their respective successors and <br />assigns. No party may assign this Agreement or any right hereunder without the prior <br />written consent of the other party; provided however that Patriot may assign this <br />Agreement to the acquirer of all or substantially all of its business, so long as such <br />acquirer agrees in writing to be bound by the terms of this Agreement and notice is <br />provided to County within ten (10) days of such transfer of any new entity, address <br />and /or contact(s). Any attempted assignment not authorized herein shall be null and <br />void. <br />20. Headings; Genders and Numbers. Section headings are not to be considered a <br />part of this Agreement and are not intended to be a full and accurate description of the <br />contents hereof. Where permitted by the context, each pronoun used in this Agreement <br />includes the same pronoun in other genders and numbers, and each noun used in this <br />Agreement includes the same noun in other numbers. <br />21. Waiver. Waiver by one party hereto of breach of any provision of this Agreement <br />by the other shall not operate or be construed as a continuing waiver, or as a waiver of <br />any other breach of any provision of this Agreement. <br />22. Counterparts. This Agreement may be executed in multiple counterparts, each <br />of which shall be deemed to be an original, but all of which, taken together, shall <br />constitute one and the same agreement. Facsimile signatures shall be as effective as if <br />originals. <br />