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Docusign Envelope ID : CO3CBB42-6385-4265 -A237- I BAD6C002EB8 <br /> i <br /> �i <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 i <br /> parties to comply with Article 11 A 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 : ( 1 ) 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 I` <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 />