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No officer, agent or employee of the County or the Company shall be subject to any personal <br /> liability or accountability by reason of the execution of this Agreement or any other <br /> documents related to the transactions contemplated hereby. Such officers, agents, or <br /> employees shall be deemed to execute such documents in their official capacities only, and <br /> not in their individual capacities. This Section shall not relieve any such officer, agent or <br /> employee from the performance of any official duty provided by law. <br /> 14. MISCELLANEOUS <br /> A. ENTIRE AGREEMENT: This Agreement, including all exhibits attached, constitutes the <br /> entire contract between the parties, and this Agreement shall not be amended except in <br /> writing signed by the Parties. <br /> B. BINDING EFFECT: Subject to the specific provisions of this Agreement, this <br /> Agreement shall be binding upon and inure to the benefit of and be enforceable by the <br /> Parties and their respective successors and assigns. <br /> C. TIME: Time is of the essence in this Agreement and each and all of its provisions. <br /> D. CONSTRUCTION: Nothing in this Agreement shall be construed to the effect that the <br /> County has any right to influence the Company's business decisions or to receive business <br /> information from the Company (except as expressly provided in Section 2B and Section 5 <br /> hereof). <br /> 15. NOTICES <br /> Any notices pursuant to and/or required by this Agreement shall be in writing and shall be <br /> delivered via United States Mail, certified, return receipt requested: <br /> If to Orange County; If to Morinaga America Foods, Inc.; <br /> County Manager c/o Morinaga America, Inc. <br /> 200 S. Cameron Street 18552 MacArthur Blvd., Suite 360 <br /> Hillsborough,NC 27278 Irvine, CA 92612 <br /> Any addressee may designate additional or different addresses for communications by notice <br /> given under this Section to the other Party. <br /> 2054461.2 <br /> 21896-200 Page 9 of 12 <br />