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North Carolina. Any action or judicial proceeding arising out of this Agreement shall be filed and <br /> prosecuted in the General Court of Justice of North Carolina seated in Orange County. <br /> Section 6. Amendment; Assignment. This Agreement shall not be altered or <br /> otherwise amended except by an instrument in writing signed by both parties. This Agreement <br /> and all of the provisions hereof shall be binding upon and inure to the benefit of the parties <br /> hereto and their respective successors and permitted assigns, but neither this Agreement nor <br /> any of the rights, interests, or obligations hereunder may be assigned or otherwise transferred <br /> by the Trust without the prior written consent of the County, which consent the County can <br /> withhold in its sole and absolute discretion, and any purported assignment or other transfer <br /> without such consent shall be void and of no force and effect. <br /> Section 7. No Third Party Beneficiaries. Nothing in this Agreement shall be <br /> interpreted or construed as creating any rights or privileges of any kind whatsoever in persons <br /> or entities who are not parties to this Agreement. Nothing in this Agreement shall be intended <br /> or deemed to create a partnership, .joint venture, or other similar relationship between the <br /> parties hereto. <br /> Section 8. Entire Agreement; Construction. This Agreement constitutes the <br /> final and complete expression of the parties with respect to the subject matter hereof, and <br /> replaces and supersedes all prior understandings with respect thereto. This Agreement has <br /> been negotiated by the County and the Trust, and their respective legal counsel, and the parties <br /> specifically agree that any legal or equitable principles that might require the construction of this <br /> Agreement or any provision of this Agreement against the party drafting will not apply in any <br /> construction or interpretation of this Agreement. The section headings contained herein are for <br /> convenience and reference only and are not intended to define or limit the scope of any <br /> provision of this Agreement. <br /> IN WITNESS WHEREOF, the parties have executed this Agreement as of the <br /> date first herein above written. <br /> ORANGE COUNTY <br /> By: / <br /> s` <br /> County Manager <br /> CLASSICAL AMER! AN HOMES PPRES(�ERVATION TRUST <br /> By: 41-1, CAC�t� &Aaaat <br /> Owner Representative/Local Applicant <br /> This int s be pr udited in the manner required by the Local Government Budget <br /> and Fi t o Act. <br /> Orange C Y my Chief Financial Officer <br /> 2 <br />