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<br />(c) Any and all deeds of trust, liens or other charges <br />against the Property not assumed by Huyer. must be paid and <br />cancelled by Seller prior to or at closing. <br />(d) A condition precedent to Buyer's obligation to close <br />on the sale of the Property is that Buyer's Board of <br />Commissioners must formally approve the purchase of the Property <br />by action in an open public meeting as provided by law. <br />6. MISCELLANEOIIS PROV25IONS: <br />(a) This Agreement embodies and constitutes the entire <br />understanding between the parties with respect to the <br />transaction contemplated herein and all prior agreements, <br />understandings, representations and statements, oral or written, <br />are merged into this Agreement. Neither this Agreement nor any <br />provision hereof may be waived, modified, amended, discharged or <br />terminated except by an instrument signed by the. party against <br />whom the enforcement of such waiver, .modification, amendment or <br />discharge or termination is sought, and then only to the extent <br />set forth in such instrument. <br />(b) This Agreement shall be governed by and construed in <br />accordance with the laws of the State of North Carolina, <br />without, however, giving effect to any principle of conflicts of <br />law. <br /> <br />9 <br />