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11 <br /> General Provisions <br /> 24. The rule of construction against the drafter of a legal instrument shall not apply <br /> to this Agreement which has been negotiated at arms-length between the parties <br /> hereto. <br /> 25. Headings are inserted for convenience only and are not to be considered or <br /> relied upon when interpreting or construing the meaning of the terms of this <br /> Agreement. Words in the singular mean and include the plural and vice versa. <br /> Words in the masculine mean and include the feminine and vice versa. <br /> 26. All representations and warranties of the Seller contained in this Agreement will <br /> survive the closing of this Agreement. <br /> 27. This Agreement including the rights and duties hereunder shall not be <br /> assignable in whole or in part by either party without the prior written consent <br /> of the non-assigning party thereto, and any attempted assignment hereof shall be <br /> void. <br /> 28. This Agreement cannot be modified in any way except in writing signed by all <br /> the parties to this Agreement, and in such event shall be effective as against the <br /> Purchaser only if executed by a duly authorized representative of Orange <br /> County. <br /> 29. This Agreement will be governed by and construed in accordance with the laws <br /> of the State of North Carolina, including the North Carolina Uniform <br /> Commercial Code and the Seller and the Purchaser hereby attom to the <br /> jurisdiction of the Courts of the State of North Carolina. <br /> 30. 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 <br /> Commercial Code in effect in the State of North Carolina on the date of <br /> execution of this Agreement. <br /> 31. If any clause of this Agreement is held unconscionable by any court of <br /> competent jurisdiction, arbitration panel or other official finder of fact, the <br /> clause will be deleted from this Agreement and the balance of this Agreement <br /> will remain in full force and effect. <br /> 32. This Agreement will inure to the benefit of and be binding upon the Seller and <br /> the Purchaser and their respective successors and assigns. <br /> 33. This Agreement may be executed in counterparts. <br /> 34. Time is of the essence in this Agreement. <br /> 35. This Agreement constitutes the entire agreement between the parties and there <br /> are no further items or provisions, either oral or otherwise. <br /> Sales Agreement Page 7 of 11 <br />