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arising out of or in connection with (1) 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 : Travis Myren, 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 />