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16 <br /> ARTICLE IX <br /> Miscellaneous <br /> A. Assignment. The rights under this Agreement may be transferred and <br /> assigned only upon the written consent of the non-assigning Party. <br /> B. Fees and Expenses. Except as may be specifically provided in this Agreement, <br /> each Party will be responsible for his or its own legal fees and expenses <br /> incurred in connection with the transactions contemplated by this Agreement. <br /> C. Governing Law. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of North Carolina. Any dispute <br /> regarding this Agreement shall be filed in a court of competent jurisdiction <br /> located in Orange County, NC. <br /> D. Counterparts. This Agreement may be executed in any number of <br /> counterparts, each of which shall be deemed an original, but all of which <br /> together shall be deemed to be one and the same document. A signed copy of <br /> this Agreement delivered by facsimile, email or other means of electronic <br /> transmission shall be deemed to have the same legal effect as delivery of an <br /> original signed copy. <br /> E. Amendment. This Agreement shall not be amended except by a written <br /> instrument executed by both the County and the Town. <br /> F. No Third Party Beneficiaries. Nothing contained in this Agreement shall be <br /> deemed to create a contractual relationship with, or a cause of action in favor of, <br /> any third party against the Town or the County. <br /> G. Entire Agreement, Amendment; Construction. This Agreement, together with the <br /> Exhibits attached hereto and all other agreements referred to herein or relating to <br /> the subject matter hereof, contains the entire agreement between the parties as to <br /> the subject matter referenced herein, and supersedes all prior agreements, <br /> understandings or undertakings (whether oral, written, electronic or otherwise) <br /> between the parties with respect to the subject matter hereof. No amendment may <br /> be made to this Agreement except with the prior written consent of all parties <br /> hereto. The section titles and headings herein are for convenience of reference <br /> only and do not define, modify or limit any of the terms and provisions hereof. <br /> Article, Section and Exhibit references herein are to Articles, Sections and <br /> Exhibits of this Agreement unless otherwise noted. The use of words "include" or <br /> "including" in this Agreement shall be by way of example rather than by <br /> limitation. The use of the words "or," "either" or "any" shall not be exclusive. <br /> H. Representations and Warranties of the Parties. Each of the parties, and each <br /> person executing this Agreement on behalf thereof, represent and warrant, as <br /> applicable, that (1) such party or person has the full power and authority to enter <br /> 14 <br />