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other real estate broker, sales person or finder in connection with this Agreement, and each party agrees to indemnify
<br />the other party from and against all claims for brokerage commissions and finder's fees arising from or attributable
<br />to the misrepresentations, acts or omissions of the indemnifying party. Broker shall be paid a commission by Seller
<br />pursuant to a separate agreement and Broker shall not be deemed to be a party or third -party beneficiary of this
<br />Agreement.
<br />(c) Entire Agreement: Amendment. This Agreement, together with all exhibits hereto and
<br />documents referred to herein, if any, constitutes the entire understanding among the parties hereto, and supersedes
<br />any and all prior agreements, arrangements and understandings among the parties hereto. This Agreement may not
<br />be amended, modified, changed or supplemented, nor may any obligations hereunder be waived, except by a writing
<br />signed by the party to be charged or by its agent duly authorized in writing or as otherwise permitted herein.
<br />(d) Binding Effect. Except as otherwise provided herein, the provisions and covenants
<br />contained herein shall inure to and be binding upon the heirs, representatives, successors and permitted assigns of
<br />the parties.
<br />(e) AssiggMent. Buyer's rights hereunder may be assigned without the prior written consent
<br />of Seller. In the event of an assignment, Buyer shall not be relieved of any of its duties, obligations or liabilities
<br />hereunder, instead Buyer, as assignor, and Buyer's assignee shall therefore bejointly and severally liable hereunder.
<br />(f) Captions: Gender. Captions are included solely for convenience of reference and shall not
<br />be considered in the interpretation of this Agreement. Unless the context clearly indicates otherwise, the singular
<br />shall include the plural and vice versa. Whenever the masculine, feminine or neuter gender is used herein, such
<br />gender shall be used as the context deems appropriate.
<br />(g) TIME IS OF ESSENCE. Time is of the essence of this Agreement. Anywhere a day
<br />certain is stated for payment or for performance of any obligation, the day certain so stated enters into and becomes
<br />a part of the consideration for this Agreement.
<br />(h) Survival. Except as otherwise expressly provided herein, no term, provision, condition,
<br />obligation, representation or warranty set forth herein shall survive the CIosing or earlier termination of this
<br />Agreement.
<br />(i) Governing Law and Jurisdiction. This Agreement and each and every related document
<br />shall be interpreted and enforced in accordance with the laws of North Carolina.
<br />0) Property Sold "As is". It is understood and agreed that, except for those representations
<br />and warranties as specifically set forth herein, Seller has not made and is not now making, and it specifically
<br />disclaims any other covenants, warranties, representations or guarantees of any kind or character, express or
<br />implied, oral or written, past, present or future, with respect to the Property, including but not limited to, warranties,
<br />representations or guaranties as to (i) matters of title, (ii) environmental matters relating to the Property or any
<br />portion thereof, (iii) geological conditions, including, without limitation, subsidence, subsurface conditions, water
<br />table, underground water, reservoirs, limitations regarding the withdrawal of water and earthquake faults and the
<br />resulting damage of past and/or future earthquakes, (iv) whether, and the extent to which the Property or any portion
<br />thereof is affected by any stream (surface or underground), body of water, flood prone areas, flood plain, floodway
<br />or special flood hazard, (v) drainage, (vi) soil conditions, including the existence of instability, past soil repairs, soil
<br />additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (vii) zoning
<br />to which the Property or any portion thereof may be subject, (viii) the availability of any utilities to the Property or
<br />any portion thereof, including, without limitation, water, sewage, gas and electric, (ix) usage of adjoining property,
<br />(x) access to the Property or any portion thereof, (xi) the value, compliance with any plans and specifications, size,
<br />location, land use, design, quality, description, suitability, structural integrity, operation, title to, or physical or
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