2016-699 Emergency Svc - LifeStar Emergency Services -2023, LLC - Application for Services Franchise by Ordinance

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12.2 No Right to Partition. No Interest Owner shall have any right to maintain any action for partition with respect to the property of the Company. 12.3 Amendments. This Agreement or the Articles of Organization may only be amended or modified by a writing executed and delivered by all of the Members, except as may be required by applicable tax laws or as may be necessary to reflect a change in the respective Percentage Interest of the Interest Owners made in accordance with this Agreement. Any amendment so approved may be set forth in a writing signed by one or more of the Managers of the Company. 12.4 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of North Carolina. 12.5 Entire Agreement. This Agreement, including all schedules and addendums to this Agreement, as amended from time to time in accordance with the terms of this Agreement, contains the entire agreement among the parties relative to the subject matters hereof. It is the intent of the parties that no oral or implied agreements shall form a part of the Company's Operating Agreement. 12.6 Waiver. No consent or waiver, express or implied, by any Interest Owner to or for any breach or default by any other Interest Owner in the performance by such other Interest Owner of its obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Interest Owner of the same or any other obligations of such other Interest Owner under this Agreement. Failure on the part of any Interest Owner to complain of any act or failure to act of any of the other Interest Owners or to declare any of the other Interest Owners in default,regardless of how long such failure continues, shall not constitute a waiver by such Interest Owner of its rights hereunder. 12.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby, and the intent of this Agreement shall be enforced to the greatest extent permitted by law. 12.8 Binding Agreement. Subject to the limitations and restrictions on transferability set forth in this Agreement,this Agreement shall inure to the benefit of and be binding upon the undersigned Interest Owners and their respective legal representatives, successors and assigns. 12.9 Tense and Gender. Unless the context clearly indicates otherwise, the singular shall include the plural and vice versa. Whenever the masculine, feminine or neuter gender is used inappropriately in this Agreement,this Agreement shall be read as if the appropriate gender was used. 12.10 Captions. Captions are included herein solely for convenience of reference and if there is any conflict between captions and the text of this Agreement,the text shall control. 12.11 Benefits of Agreement. Nothing in this Agreement expressed or implied, is intended or shall be construed to give to any creditor of the Company or any creditor of any Interest Owner or any other Person whatsoever, other than the Interest Owners and the Company, any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or provisions herein contained,and such provisions are and shall be held to be for the sole and exclusive benefit of the Interest Owners and the Company. 12.12 Agreement in Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature pages and this 16