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With copy to: M. Andrew Lucas Harrington, Gilleland, Winstead, Feindel & Lucas L.L.P. 1410 Elm St, Sanford, NC 27330 18. Construction of Agreement. a. The parties hereto agree that this Agreement constitutes the entire agreement between the parties, that no representations, stipulations, agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in the provisions of this Agreement, and that this Agreement may not be added to or modified except by written agreement signed by each of the parties. b. No waiver of any term or condition of this Agreement shall be deemed a waiver of such term or condition in the future unless such waiver shall be in writing and signed by each of the parties. c. It is understood and recognized that the drafting of this Agreement is the joint undertaking of the parties hereto and results from their common negotiation. 19. Specific Performance. Should Seller default under any of the provisions of this Agreement, Purchaser may demand specific performance of this Agreement. 20. Iran Divestment Act Certification. Seller certifies that, as of the date listed below, it is not on the Final Divestment List created by the State Treasurer pursuant to NCGS Sec 143-6A-4. In compliance with the requirements of the Iran Divestment Act and NCGS Sec 143C -6A -5(b), Seller shall not utilize in the performance of the contract and subcontractor that is identified on the Final Divestment List. 21. Time is of the Essence. Time is of the essence with respect to the performance of the terms of this Agreement. 22. Effective Date. All references to the effective date of this Agreement mean the date upon which the later of Seller and Purchaser have executed this Agreement. 23. Governing Law and Jurisdiction. This Agreement and all matters relating thereto shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina. 24. Binding Effect. The provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their heirs, legal representatives, successors and assigns. 25. Descriptive Headings. The descriptive headings of this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.