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i A <br />that such mmenforceability would frustrate the purpose of this Agreement, either party may by written notice to the <br />other terminate this Agreement. <br />f) Waiver of Covenants Conditions and Remedies: The waiver by one party of the performance of <br />any covenant, condition or promise under this Agreement shall not invalidate this Agreement nor shall it be <br />considered a waiver by it of any other covenant, condition or promise hereunder. The waiver by either or both <br />parties of the time for performing any act under this Agreement shall not constitute a waiver of the time for <br />performing any other act or an identical act required to be performed at a later date. <br />g) Amendment: This Agreement may be amended at any time by the written agreement of Buyer and <br />Seller. All amendments, changes, revisions and discharges of this Agreement, in whole or in part, and from time to <br />time, shall be binding upon the parties, despite any lack of legal consideration, so long as the same shall be in <br />writing and executed by the parties hereto. <br />]r) Relationship of the Parties: The parties agree that their relationship is that of seller and buyer and <br />that nothing contained herein shall constitute either party the agent or legal representative of the other for any <br />purpose whatsoever Further, this Agreement shall not be deemed to create any form of business organization <br />between the parties hereto; neither party is granted any right or authority to assume or create any obligation or <br />responsibility on behalf of the other party; and neither party shall, in any way whatsoever, be liable for the debts of <br />the other, <br />i) Assignment: Seller may not assign its rights under this Agreement to any other entity without the <br />prior written consent of Buyer. Buyer may not assign its rights, obligations and liabilities hereunder, without prior <br />written consent of Seller Subject to the foregoing, this Agreement shall be binding upon and shall inure to the <br />benefit of the successors and assigns of the parties to this Agreement. <br />j) Further Acts: Each party agrees to perform any further acts and to execute, acknowledge and <br />deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. <br />k) Brokers: Buyer and Seller each represent and warrant to the other that they have not dealt with <br />any brokers or finders in connection with the purchase and sale of the Property, other than Anthony & Company and <br />Pickett-Sprouse, to which a commission will be paid by Seller if and when Closing occurs pursuant to a separate <br />agreement; and, insofar as such party knows, no broker or other person is entitled to any commission or finder's fee <br />in connection with the purchase and sale of the Property. Seller agrees to inderrtrrify, defend and hold harmless <br />Buyer against any claim incurred by reason of any brokerage fee, commission or finder's fee which is payable or <br />alleged to be payable to any broker or finder because of any agreement, act, omission or statement of Seller This <br />indemnity shall survive the Closing. <br />1) Notice: All notices and demands which either party is required or desires to give to the other shall <br />be given in writing by personal delivery, express courier service, certified mail, return receipt requested, or by <br />telecopy followed by next-day delivery of a hard copy to the following address of each party: <br />If to Buyer: Orange County <br />200 South Cameron Street <br />P. O Box 8181 <br />Hillsborough, North Carolina 27278 <br />Attention: Pam Jones, Director of Purchasing & Central Services <br />Telec opy: 919-644-3001 <br />7 <br />RALElcll44547656