Orange County NC Website
Browse       Search
DocuSign Envelope ID:55E01EB2-27D8-43AD-8CEC-3F6BB7DA1A24 <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 /> 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 /> 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 /> For Orange County: Bonnie Hammersley, County Manager <br /> Orange County Manager's Office <br /> P.O. Box 8181 <br /> Hillsborough,NC 27278 <br /> For Sports Endeavors: Brian Berklich, CMO <br /> Sports Endeavors, Incorporated <br /> 431 US Highway 70A East <br /> Hillsborough,NC 27278 <br /> With a copy to: J. Martin Morgado III, General Counsel <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 /> 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 /> 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 /> Page 6 of 12 <br />