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MISCELLANEOUS 15.1 Any covenant or agreement herein which contemplates performance after the time of Closing, shall not be deemed to be merged into or waived by the instruments of the Closing, but shall expressly survive such Closing and be binding upon the Parties obligated thereby. 15.2 The terms, provisions, warranties, representations, covenants and agreements contained in this Contract shall apply to, be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. Notwithstanding the preceding provision, this Contract may be assigned by Purchaser without the consent of Seller. 15.3 Time is of the essence in the performance of this Contract. 15.4 The Parties will each reasonably cooperate with each other, their employees and agents to facilitate the transaction contemplated herein. 15.5 This Contract shall be governed and interpreted under the substantive laws of North Carolina, without regard to its choice of law rules. 15.6 The paragraph headings used in this Contract are for convenience purposes only and shall not be used in the interpretation of this Contract. 15.7 All exhibits attached hereto, if any, are incorporated herein by reference and made a part of this Contract. 15.8 Failure of Purchaser to insist in any one or more instances upon the performance of any of the covenants, agreements and/or conditions of this Contract, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of any such or other covenant or condition. 15.9 Purchaser acquires real property interests in the Property by the execution of this Contract. Purchaser's rights vest upon Closing and the payment of the sums specified herein. 15.10 This Contract contains the entire agreement between the Parties relating to the Property and the Easement, and neither Party shall be bound by any verbal statement or agreement made heretofore. This Contract cannot be modified except by written agreement signed by both Parties. 15.11 If any items, terms or provisions contained in this Contract are in conflict with any Applicable Laws, this Contract shall be affected only as to its application to such items, terms or provisions, and shall in all other respects remain in full force and effect. 15.12 In the event that Seller and Purchaser breach any of the terms, provision, warranties, representations, covenants or agreements contained in this Contract and Seller and Purchaser become involved in litigation with regard to breach hereof, the prevailing Party shall be entitled to be paid its reasonable attorneys' fees. 9 2013 Base Option Attachment number 1 G -9 Page 207