Orange County NC Website
Browse       Search
19 <br /> 11.4 Survival. Except as otherwise expressly provided in this Contract, all the provisions of <br /> this Contract shall survive Closing. Except for the provisions of Section 2.3,Article VIII,Article XI and <br /> the indemnification provisions of Section 3.1,Section 8.2 and Section 10.1,none of the provisions of this <br /> Contract shall survive the termination of this Contract. <br /> 11.5 Entire Agreement. This Contract contains the entire understanding and agreement <br /> between Buyer and Seller and all prior or contemporaneous oral or written agreements or instruments are <br /> merged herein. <br /> 11.6 Amendment. This Contract may not be amended except by an instrument in writing <br /> executed by Seller and Buyer. <br /> 11.7 Applicable Law. This Contract is governed by the law of the State of North Carolina. <br /> 11.8 Business Days. If any time period or deadline in this Contract falls on a Saturday, Sunday <br /> or federal banking holiday,that time period or deadline shall be extended until the next succeeding business <br /> day. <br /> 11.9 Interpretation. Except as otherwise specified in this Contract: (a)"includes" and <br /> "including"mean includes or including by way of illustration and not by way of limitation; (b)references <br /> to Exhibits, Sections or subsections are to those attached to or included in this Contract; (c)the section and <br /> other headings in this Contract are for convenience only and do not limit or expand any provisions of this <br /> Contract; and (d)no interpretive presumption shall be drawn against either party by virtue of its role in <br /> drafting this Contract. <br /> 11.10 Severability. If any provision of this Contract is held to be invalid or unenforceable,then <br /> such provision will be fully severable from this Contract;and the remaining provisions of this Contract will <br /> remain in full force and effect and will not be affected thereby. Furthermore, in lieu of such invalid or <br /> unenforceable provision,there shall be added automatically as a part of this Contract a valid and enforceable <br /> provision as similar in terms to such invalid or unenforceable provision as may be reasonably possible. <br /> 11.11 Counterparts. If this Contract is executed in counterparts, then all of those counterparts <br /> together constitute one and the same instrument. An executed counterpart delivered by facsimile or e-mail <br /> constitutes an original. <br /> 11.12 Notices. Any notice contemplated by this Contract must be in writing, addressed as set <br /> forth in Section 1.1 and shall be either(a)sent by United States Mail,postage prepaid,registered or certified <br /> mail, return receipt requested, in which case the notice will be deemed delivered two business days after <br /> being deposited in the United States mail; (b) sent by overnight delivery using a nationally recognized <br /> overnight courier, in which case the notice shall be deemed delivered one business day after deposit with <br /> the courier; (c) sent by e-mail, in which case the notice shall be deemed delivered upon confirmed <br /> transmission of such notice; provided that no later than three business day after the e-mail is sent, a hard <br /> copy of the e-mail transmission is sent in the manner set forth in (b) or (d) of this Section; or (d) sent by <br /> personal delivery,in which case the notice will be deemed delivered on the date of delivery. Any notice to <br /> Buyer must also be delivered to Buyer's Counsel. Any notice to Seller must also be delivered to Seller's <br /> Counsel, if identified in Section 1.1. Any notice to Buyer must also be delivered to Buyer's Counsel, if <br /> identified in Section 1.1. Buyer's counsel may deliver, on behalf of Buyer, any notice contemplated by <br /> this Contract. Seller's counsel may deliver, on behalf of Seller, any notice contemplated by this Contract. <br /> Either party may change its address by giving the other party five days advance written notice of that <br /> change. <br /> 14 <br />