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15 <br />d. Applicable Law. This Contract shall be governed by and construed in accordance <br />with the laws of the State of North Carolina, without regard to principles of conflicts of law <br />C. Entire Agreement. This Contract and the attached Exhibit(s) contain the entire <br />understanding and agreement by and between the parties and all prior or contemporaneous oral <br />or written agreements or instruments are merged in this Contract, and no amendment to this <br />Contract shall be effective unless the same is in writing and signed by the parties, <br />f Binding Effect., This Contract shall be binding upon and shall inure to the benefit <br />of the parties and their respective permitted successors and assigns. <br />g. Cautions and Headings. The captions and headings throughout this Contract are <br />for convenience and reference only, and the words contained in such captions and headings shall <br />in no way be held to define or add to the interpretation, construction or meaning of any provision <br />of this Contract. <br />h. Counterpart Originals. This Contract has been executed in two (2) originals, and <br />Seller and Buyer each aclanowledge receipt of one of the executed originals. <br />i. Prohibition Against Recording this Contract/Memorandum of Agreement. <br />Neither party may record this Contract or a Memorandum of Contract in the public records of <br />Orange County, North Carolina. Any such recording shall render this Contract null and void. <br />j. Effective Date of this Contract. The "Effective Date" of this Contract shall be the <br />date upon which the last party hereto fully executes the Contract. If this Contract is not fully <br />executed by both parties on or before June 30, 2005 at 5:00 p.m., E.D.T., this Contract shall <br />terminate and become null and void. <br />13 <br />RTP 844060 <br />