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g. Binding Effect. This Agreement shall be binding upon and shall inure to <br /> the benefit of the parties hereto and their respective successors and assigns. <br /> h. Entire Agreement; Modification. This Agreement, with all exhibits and <br /> attachments hereto, constitutes the entire agreement between the County and OCHC. <br /> No modification or amendment to this Agreement shall be binding upon either party <br /> unless made in writing and executed by each party. <br /> i. No Joint Venture or Agency. The County and OCHC each agree and <br /> acknowledge that nothing contained herein or otherwise, including, without limitation, <br /> any act of the County or OCHC under this Agreement, shall be deemed or construed to <br /> create any relationship of joint venture, partnership or agency between the parties. <br /> j. Effect of Waiver or Forbearance. No failure by the County to insist <br /> upon the strict performance of any term or condition of this Agreement, or to exercise <br /> any right or remedy upon the breach by OCHC of any of its obligations, agreements, or <br /> covenants hereunder, shall be a waiver of such affected term or condition or of such <br /> breach; nor shall any forbearance by the County to seek a remedy for any breach by <br /> OCHC be a waiver by the County of its rights and remedies with respect to that or any <br /> other breach. <br /> k. Governing Law. This Agreement shall be construed in accordance with <br /> and governed by the laws of the State of North Carolina. Any litigation arising out of <br /> this Agreement shall be brought in courts sitting in North Carolina, with venue in <br /> Orange County. <br /> I. Severability. The provisions of this Agreement are independent of and <br /> separable from each other, and no provision shall be affected or rendered invalid or <br /> unenforceable by the fact that for any reason any other provision may be invalid or <br /> unenforceable in whole or in part. If any provision of this Agreement or the application <br /> thereof to any person or circumstances shall, to any extent, be or become invalid or <br /> unenforceable, the remainder of this Agreement, or the application of such provision to <br /> persons or circumstances other than those as to which it is held invalid or <br /> unenforceable, shall not be affected thereby, and each provision of this Agreement <br /> shall be valid and be enforced to the fullest extent permitted by law. The County and <br /> OCHC agree to substitute for such provision of this Agreement or the application <br /> thereof determined to be invalid or unenforceable, such other provision as most closely <br /> approximates, in a lawful manner, such invalid, illegal or unenforceable provision. If <br /> the County and OCHC cannot agree, they shall apply to a court of competent <br /> jurisdiction to substitute such provision as the court deems reasonable and judicially <br /> valid, legal and enforceable. Such provision determined by the court shall <br /> automatically be deemed part of this Agreement ab initio. <br /> 5 <br />