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24 <br /> The invalidity or unenforceability of any particular provision, or part of any provision, of <br /> this Agreement shall not affect the other provisions or parts hereof, and this Agreement <br /> shall be construed in all respects as if such invalid or unenforceable provisions or parts <br /> were omitted. <br /> 12.11 Non-Waiver. <br /> A failure by either party to take any action with respect to any default or violation by the <br /> other of any of the terms, covenants, or conditions of this Agreement shall not in any <br /> respect limit, prejudice, diminish, or constitute a waiver of any rights of such party to act <br /> with respect to any prior, contemporaneous, or subsequent violation or default or with <br /> respect to any continuation or repetition of the original violation or default. <br /> 12.12 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 <br /> withhold, condition or delay such consent or approval. Each party hereto consents to the <br /> use of electronic signatures. This Agreement, together with any amendments or <br /> modifications, may be executed electronically. All electronic signatures affixed hereto <br /> evidence the consent of the parties to utilize electronic signatures and the intent of the <br /> parties to comply with Article 11A and Article 40 of North Carolina General Statute <br /> Chapter 66 <br /> 12.13 Certain Representations and Warranties. <br /> (a) The County represents and warrants to PFPC the following: (i) all required approvals <br /> have been obtained, and the County has full legal right, power and authority to enter into <br /> and perform its obligations hereunder, and (ii) this Agreement has been duly executed <br /> and 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 <br /> or by general equitable principles. <br /> (b) PFPC represents and warrants to the County the following: (i) all required approvals <br /> have been obtained, and PFPC has full legal right, power and authority to enter into and <br /> perform its obligations hereunder, (ii) PFPC is a registered corporate entity authorized to <br /> do business in North Carolina, and (iii) this Agreement has been duly executed and <br /> delivered by PFPC and constitutes a valid and binding obligation of PFPC, enforceable <br /> in 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 /> 12.14 Governing Law; Consent to Venue and Jurisdiction; Attorneys' Fees. <br /> 20 <br />