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DocuSign Envelope ID : OCOB9F3D -55C240A0-8AE6-844A8169688D <br /> 4 . WAIVER: The failure of a party to insist upon strict adherence to any tern of this Agreement on any <br /> occasion shall not be considered a future waiver of the term or deprive that party of its right thereafter <br /> to insist upon strict adherence to that term or any other term of this Agreement . Any waiver must be <br /> in writing, and no waiver of any breach of any provision of this Agreement shall constitute a waiver <br /> of any other breach of such provision or of any other provision thereof. <br /> 5 . ENTIRE AGREEMENT : This Agreement constitutes the entire agreement among the Parties as of <br /> the date hereof with respect to the subject matter hereof and cannot be amended or terminated orally . <br /> 6 . NO THIRD-PARTY BENEFICIARIES : This Agreement is not intended for the benefit of any third <br /> party. The rights and obligations contained herein belong exclusively to the parties hereto and shall <br /> not confer any rights or remedies upon any person or entity other than the parties hereto . <br /> 7 . SEVERABILITY : The Parties agree that if any provision of this Agreement, or portion thereof, shall <br /> be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, <br /> such determination shall be confined to the operation of the provision at issue and shall not affect or <br /> invalidate any other provision of this Agreement, and such court shall be empowered to substitute , to <br /> the extent enforceable , a provision similar thereto or other provisions so as to provide to the fullest <br /> extent permitted by applicable law the benefits intended by such provisions . <br /> 8 . PARAGRAPH HEADINGS : Paragraph headings contained in this Agreement are included for <br /> convenience only and do not define, limit, or describe the scope of intent of this Agreement or in any <br /> way affect this Agreement . <br /> 9 . APPLICABLE LAW : This Contract shall be governed by and in accordance with the laws of the <br /> State of North Carolina . All actions relating in any way to this Contract shall be brought in the <br /> General Court of Justice in the County of Orange and the State of North Carolina , <br /> 10 . EXECUTION : The Parties agree to execute all documents , instruments , or further assurances as may <br /> be necessary or required to effectuate and complete all transactions contemplated by this Agreement . <br /> 11 . SURVIVAL : Survival of the representations , warranties , and indemnifications made by any party to <br /> this Agreement shall survive the establishment of the new Area Authority . The representations , <br /> warranties , and indemnifications hereunder shall not be affected or diminished by any investigation at <br /> any time by or on behalf of the part for whose benefit the warranties and representations were made . <br /> For purposes of this paragraph, the contract shall be construed as a continuing contract so as to bind <br /> future boards to the extent permitted by law . <br /> 12 . ASSIGNMENT : This Agreement shall not be assigned, in whole or in part, without the prior written <br /> consent of the Parties . <br /> 13 . NOTICE : Any and all notices , designations , consents , offers , acceptances , or any other <br /> communications provided for herein shall be given in writing by registered or certified mail , return <br /> receipt requested, to the respective Parties at the addresses listed below, unless each party has notified <br /> the others of a different address by means of the notification formalities described in this paragraph . <br /> If to Alliance Health : Attention: Robert Robinson, CEO <br /> 5200 West Paramount Parkway Suite 200 <br /> Morrisville , North Carolina 27560 <br /> 2 <br />