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18 <br /> (c) All reasonable requests for information made by one Party to the other shall be honored <br /> in a timely fashion to permit constructive discussion. <br /> (d) The duty to engage in dispute resolution is a material part of this Agreement enforceable <br /> by equitable relief. <br /> (e) Upon failure to resolve a dispute through the steps outlined in this Agreement, any Party <br /> may engage in other dispute resolutions processes agreed upon by the Parties or pursue <br /> any legal or equitable remedies available. <br /> 7.03 Waivers of Non-Compliance with Participation Agreement. <br /> (a) No provision of this Participation Agreement may be waived once the grace period as <br /> defined in Section 4.03, as applied to Legacy Projects, has concluded. <br /> (b) Any waiver of a provision or provisions of this document must be formally executed in <br /> accordance with section 7.07 of this Participation Agreement. <br /> (c) The failure of any Party to require timely compliance with this agreement or another <br /> agreement executed based upon this agreement shall not affect the right of the other Party <br /> to enforce the provisions of the agreement. <br /> (d) No waiver or acquiescence by a Party to any breach of any provision of an agreement is <br /> to be taken as authorization or a waiver to commit any subsequent breach of that provision <br /> or any other provision. <br /> 7.04 Governing Law. The parties intend that this Participation Agreement be governed by the <br /> law of the State of North Carolina. Proper venue for any action shall solely be Orange County. <br /> 7.05 Assignment. No Party may sell or assign any interest in or obligation under this <br /> Participation Agreement without the prior express written consent of the other Parties. <br /> 7.06 Independence of the Parties. Nothing herein shall be construed to modify, abridge, or <br /> deny the authority or discretion of any Party to independently develop, administer, or control <br /> Implementation Elements pursuant to enumerated authority or funding sources separate from <br /> those outlined in this Participation Agreement. <br /> 7.07 Execution in Counterparts/Electronic Version of Participation Agreement. This <br /> Participation Agreement may be executed via the use of counterparts. Any Party may convert <br /> the fully executed Participation Agreement to an electronic record pursuant to a North Carolina <br /> Department of Natural and Cultural Resources approved procedure and process for record <br /> retention purposes. Such electronic record of the Participation Agreement shall be deemed for <br /> all purposes to be an executed Participation Agreement. <br /> 7.08 No Waiver of Sovereign Immunity. Nothing in this Participation Agreement shall be <br /> construed to mandate purchase of insurance by Orange County pursuant to N.C.G.S. 153A-435 <br /> or purchase of insurance by any municipality pursuant to N.C.G.S. 160A-485; or to in any other <br /> 14 <br />