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Page 6 of 12 <br />and assigns, from and against any and all claims, damages, liabilities, losses, government <br />proceedings and costs and expenses, including reasonable attorneys’ fees and costs of suit, <br />arising out of or in connection with (i) the use of Sports Endeavors Marks or (ii) Sports <br />Endeavors’ breach of this Agreement. <br />8.3. Each party shall promptly notify the other party of any suit or threat of suit of which that party <br />becomes aware which may give rise to a right of indemnification pursuant to this Agreement. <br />The parties agree to cooperate in the settlement or defense of any such claim, demand, suit or <br />proceeding. <br />8.4. In the event of a breach or threatened breach of this Agreement by the other party, the non- <br />breaching party shall be entitled, in addition to any other remedies available to it, to obtain relief <br />by way of injunction or other equitable relief. <br />8.5. The obligations of this Section 8 shall survive the expiration or termination of this Agreement. <br /> <br />9. COMPLIANCE WITH LAWS. <br />In the course of their respective performance under this Agreement, both parties shall comply with <br />all applicable federal, state and local laws and regulations, including, without limitation, laws and <br />regulations pertaining to trademark and copyrights. <br /> <br />10. NOTICES, STATEMENTS AND PAYMENTS. All notices, statements and payments required <br />hereunder shall be sent by fax and overnight mail, or first class mail, or by wire transfer, as <br />appropriate, to the parties at the following addresses: <br /> <br /> For Orange County: Bonnie Hammersley, County Manager <br />Orange County Manager’s Office <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br /> <br />For Sports Endeavors: Brian Berklich, CMO <br /> Sports Endeavors, Incorporated <br />431 US Highway 70A East <br /> Hillsborough, NC 27278 <br /> <br /> With a copy to: J. Martin Morgado III, General Counsel <br /> <br />11. WAIVER. The failure of Sports Endeavors or Orange County at any time to demand strict <br />performance by the other of any terms, covenants or conditions set forth herein, shall not be <br />construed as a continuing waiver or relinquishment thereof, and either may at any time demand strict <br />and complete performance by the other of said terms, covenants and conditions. <br /> <br />12. ASSIGNMENT. Neither Orange County nor Sports Endeavors shall have any right to assign or <br />transfer any of its rights or obligations hereunder without the express written consent of the other <br />party, except Sports Endeavors may assign any right or delegate any obligation hereunder to a <br />wholly-owned subsidiary or to any party to whom Sports Endeavors sells substantially all of its <br />assets. Any unauthorized attempt at assignment shall be void and unenforceable. <br /> <br />13. FURTHER ASSURANCES. Each party shall, upon the request of the other and without further <br />consideration, execute and deliver to such other parties such documents as may be necessary and <br />proper, and take such other action as may be required, to effectively carry out this Agreement. <br />8