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Applicable Law from indemnifying another party, nor shall any such Participant be entitled to <br /> indemnification by another Participant pursuant to this Section 14. <br /> 15. NOTICES.Any notice or other communication to be made under this Agreement <br /> shall be given in writing to the appropriate party's representative at the address listed in the <br /> Participant's Subscription Agreement and shall be deemed to have been delivered: (a)three(3) <br /> business days after deposit in the mail when mailed by first class mail, provided that notice of <br /> default or termination shall be sent by registered or certified mail, FedEx or United Parcel <br /> overnight delivery, return receipt requested; (b) upon the date indicated on the return receipt, <br /> when sent by certified or registered mail, return receipt requested; (c) upon delivery, if <br /> personally delivered;or(d)upon receipt/delivery,if sent by e-mail or fax. <br /> 16. AMENDMENTS. This Agreement,including all Exhibits attached hereto, <br /> may be amended by agreement of at least two-thirds(2/3)of the Board of Directors of NC <br /> HIE. However, if a change to this Agreement or the Exhibits is required for NC HE or <br /> Participants to comply with Applicable Law,then this Agreement or the Exhibits, as applicable, <br /> may be amended by approval of a majority of the NC HIE Board. All approved amendments <br /> shall be distributed to Participants within five (5) business days of approval and shall become <br /> effective thirty(30)days after distribution, except for amendments required by Applicable Law, <br /> which shall become effective on the date specified by the NC HIE Board or, if no date is <br /> specified,then upon approval. <br /> 17. ASSIGNMENT. NC HIE may assign or transfer this Agreement to a successor- <br /> in-interest or to an acquiror of all or substantially all of the assets of NC HIE. Participants may <br /> not assign or transfer this Agreement, or any part thereof, without the prior written consent of <br /> NC HIE, such consent not to be unreasonably withheld.This Agreement shall be binding on NC <br /> HIE and Participants,their successors and permitted assigns. <br /> 18. WAIVER No failure or delay by NC HIE or Participant in exercising their rights <br /> under this Agreement shall operate as a waiver of such rights or estop enforcement thereof, and <br /> no waiver of any breach shall constitute a waiver of any prior, concurrent, or subsequent breach <br /> or estop enforcement thereof. <br /> 19. INTERPRETATION. This Agreement, all its Exhibits, and applicable <br /> Subscription Agreements shall be interpreted as a related set of agreements, obligations and <br /> requirements. In the event of any material conflict or ambiguity between any of their provisions, <br /> the provisions of this Agreement shall control. Any representation, promise, or condition, <br /> whether oral or written, that is not incorporated within the agreements described in this Section <br /> 19 or in the NC HIE Policies and Procedures,shall not be binding upon NC HIE or Participants. <br /> 20. INCORPORATION BY REFERENCE. All Exhibits attached to this Agreement <br /> are incorporated herein by reference and made a part of this Agreement as if those Exhibits were <br /> set forth in the text of this Agreement. <br /> 21. SEVERABILITY. If any portion of this Agreement shall for any reason be <br /> invalid or unenforceable, such portion shall be ineffective only to the extent of such invalidity or <br /> unenforceability,and the remaining portions shall remain valid and enforceable and in full force <br /> and effect. <br /> 22. RELATIONSHIP OF NC HIE AND PARTICIPANTS. Except as specifically <br /> provided in Section 6(e) above, nothing contained in this Agreement shall constitute, or be <br /> 15 <br />