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11 . 13 Consent and Signatures . <br /> Wherever the consent or approval of a party is required under the terms of this <br /> Agreement, the party whose consent or approval is required shall not unreasonably withhold, <br /> condition or delay such consent or approval . Each party hereto consents to the use of electronic <br /> signatures . This Agreement together with any amendments or modifications may be executed <br /> electronically . All electronic signatures affixed hereto evidence the consent of the parties to <br /> utilize electronic signatures and the intent of the parties to comply with Article 11A and Article <br /> 40 of North Carolina General Statute Chapter 66 <br /> 11 . 14 Certain Representations and Warranties . <br /> (a) The County represents and warrants to PFPC the following : (1) all required <br /> approvals have been obtained, and the County has full legal right, power and authority to enter <br /> into and perform its obligations hereunder, and (ii) this Agreement has been duly executed and <br /> delivered by the County and constitutes a valid and binding obligation of the County, <br /> enforceable in accordance with its terms , except as such enforceability may be limited by <br /> bankruptcy, insolvency, reorganization or similar laws affecting creditors ' rights generally or by <br /> general equitable principles . <br /> (b) PFPC represents and warrants to the County the following : (i) all required <br /> approvals have been obtained, and PFPC has full legal right, power and authority to enter into <br /> and perform its obligations hereunder, and (n) this Agreement has been duly executed and <br /> delivered by PFPC and constitutes a valid and binding obligation of PFPC , enforceable in <br /> accordance with its terms , except as such enforceability may be limited by bankruptcy, <br /> insolvency, reorganization or similar laws affecting creditors ' rights generally or by general <br /> equitable principles . <br /> 11 . 15 Governing Law; Consent to Venue and Jurisdiction. <br /> This Agreement will be governed by and construed in accordance with the internal laws <br /> of the State of North Carolina, without giving effect to otherwise applicable principles of <br /> conflicts of law. The parties hereby expressly agree that this Agreement is made and is to be <br /> performed solely in Orange County, North Carolina, and hereby consent to the subject matter <br /> and personal jurisdiction of the North Carolina state courts sitting in Orange County, North <br /> Carolina and to venue in Orange County, North Carolina , <br /> SIGNATURES ARE ON THE FOLLOWING PAGE . <br /> 18 <br />