2008-087 Purchasing - Hillsborough Commons - Mayo Street Lease agreement

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41. MISCELLANEOUS. (a) This Lease contains the entire agreement between the parties hereto and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, between them or others than as set forth herein. No amendment to this Lease shall be binding upon Landlord or County unless in writing. If any provisions of this Lease shall be invalid or unenforceable, the remainder of the Lease shall not be affected thereby. (b) No notice or other communications given under this Lease shall be effective unless the same is in writing and is delivered in person, by a nationally recognized overnight courier service which provides a receipt, or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed to the addresses set forth in the Basic Lease Provisions or such other address as Landlord or County may designate by giving written notice thereof to the other party. The effective date of any notice given by mail shall be the date on which such notice is deposited in the U.S. mail or received by such overnight courier service. (c) It is the intent of the parties hereto that all questions with respect to the construction of this Lease and the rights and the liabilities of the parties hereto shall be determined in accordance with the laws of the State of North Carolina. (d) This Lease shall bind and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. Provided however, no assignment by, from, through, or under County in violation of the provisions hereof shall vest in the assigns any right, title, or interest whatsoever. Landlord shall have the right to freely assign this Lease without notice to or the consent of County. Both parties were represented by attorneys and no provision shall be construed for or against either County or Landlord, and this Lease shall be interpreted in accordance with its general tenor in an effort to reach an equitable result. The obligations and responsibilities of the parties to this Lease shall be binding upon, and the rights and benefits shall inure to the successors and assigns of the parties hereto; but the liabilities of any successor to the interest of the Landlord hereunder shall be limited to the performance of those obligations which arise and accrue during the period of ownership of the Demised Premises by any such successor.. In the event that Landlord sells assigns or transfers the Demised Premises; and the buyer/transferee assumes; in writing, all obligations of Landlord under this Lease, a copy of which shall be provided to County, then from and after the effective date of such sale, assignment or transfer, .landlord shall have no further liability under this Lease. (e) Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Landlord, that if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed and, as a consequence of such default, County shall recover a judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levy thereon against the right, title, and interest of Landlord in the Shopping Center, but not the income therefrom, as the same may then be encumbered, and neither Landlord, any of its officers or shareholders, nor, if Landlord be a partnership, any of the partners comprising such partnership shall be liable far any deficiency. It is understood that in no event shall County have any right to levy execution 27 County of Orange, in North Carolina -Hillsborough Commons 07/02!08