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BK:0OO28 PG:0139 <br />Nancy Watkins Properties, L.L.C. <br />Attn: Nancy Watkins <br />P.O. Box 2667 <br />Sanford, NC 27331 <br />With copy to: <br />Drew Lucas <br />Harrington, Gilleland, Winstead, Feindel & Lucas L.L.P. <br />1410 Elm St, Sanford, NC 27330 <br />18. Construction of Agreement. <br />a. The parties hereto agree that this Agreement constitutes the entire agreement <br />between the parties; that no representations, stipulations, agreement or <br />understanding, verbal or otherwise, of the parties or their agents shall be valid or <br />enforceable unless embodied in the provisions of this Agreement, and that this <br />Agreement may not be added to or modified except by written agreement signed by <br />each of the parties. <br />b. No waiver of any term or condition of this Agreement shall be deemed a waiver of <br />such term or condition in the future unless such waiver shall be in writing and <br />signed by each of the parties. <br />c. It is understood and recognized that the drafting of this Agreement is the joint <br />undertaking of the parties hereto and results from their common negotiation. <br />19. Specific Performance. Should Seller default under any of the provisions of this <br />Agreement, Purchaser may demand specific performance of this Agreement. <br />20. Time is of the Essence. Time is of the essence with respect to the performance of the <br />terms of this Agreement. <br />21. Effective Date. All references to the effective date of this Agreement mean the date <br />upon which the later of Seller and Purchaser have executed this Agreement. <br />22. Governing Law and Jurisdiction. This Agreement and all matters relating thereto shall <br />be governed by and construed and interpreted in accordance with the laws of the State of North <br />Carolina. <br />23. Binding Effect. The provisions hereof shall inure to the benefit of and be binding upon <br />the parties hereto and their heirs, legal representatives, successors and assigns. <br />24. Descriptive Headings. The descriptive headings of this Agreement are for convenience <br />only and shall not control or affect the meaning or construction of any provision of this Agreement. <br />25. Exhibits. All exhibits hereto and all other documents and instruments referred to herein <br />or in any exhibit hereto are hereby incorporated herein by reference. <br />