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23 <br />General Provisions <br />21. Headings are inserted for the convenience only and are not to be considered when <br />interpreting this Agreement. Words in the singular mean and include the plural <br />and vice versa. Words in the masculine mean and include the feminine and vice <br />versa. <br />22. All representations and warranties of the Seller contained in this Agreement wril <br />survive the closing of this Agreement. <br />23. The Purchaser may not assign its right or delegate its performance under this <br />Agreement without the prior written consent of the Seller, and any attempted <br />assignment or delegation without such consent will be void. An assignment would <br />change the duty unposed by this Agreement, would increase the burden or risk <br />involved and would impair the chance of obtaining performance or payment. <br />24. This Agreement cannot be modified in any way except in writing signed by all the <br />parties to this Agreement. <br />2S. This Agreement will be governed by and construed in accordance with the laws of <br />the State of North Carolina, including the North Carolina Uniform Commercial <br />Code and the Seller and the Purchaser hereby attorn to the jurisdiction of the <br />Courts of the State of North Carolina. This contract has been preaudited in <br />accordance with the provisions of North Carolina law. <br />26. Except where otherwise stated in this Agreement, all terms employed in this <br />Agreement will have the same definition as set forth in the Uniform Commercial <br />Code in effect in the State of North Carolina on the date of execution of this <br />Agreement. <br />27. If any clause of this Agreement is held unconscionable by any court of competent <br />jurisdiction, arbitration panel or other official finder of fact, the clause will be <br />deleted from this Agreement and the balance of this Agreement will remain in full <br />force and effect. <br />28. This Agreement will inure to the benefit of and be binding upon the Seller and the <br />Purchaser and their respective successors and assigns. <br />29. This Agreement may be executed in counterparts. <br />30. Time is of the essence in this Agreement. <br />31. This Agreement constitutes the entire agreement between the parties and there are <br />no further items or provisions, either oral or otherwise. <br />