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13. Miscellaneous Provisions. (a) All section and item headings are inserted for convenience only and do not expressly or by implication limit, define or extend the specific terms of the section so designated. (b) This Agreement and all Exhibits incorporated by reference contain the entire understanding of the Parties relating to the matters referred to herein, and will be amended only by written instrument signed by CHS and EMS. (c) Any provision of this Agreement that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision of this Agreement or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. (d) No Party may assign any of its rights or obligations hereunder without the prior written consent of the other Party. (e) The failure by any Party to promptly exercise a right hereunder, or to seek a remedy available hereunder because of a breach of this Agreement, will not be construed as a waiver of that right or a waiver of any remedy for that breach or any future breach of this Agreement. (f) Nothing in this Agreement will be construed as creating or giving rise to any third parties or any persons other than the Parties hereto. (g) Whenever used herein, the masculine pronoun will include the feminine and neuter pronouns, and the singular will include the plural, and the plural the singular. (h) Notwithstanding any provisions of this Agreement to the contrary, Section 7 (Confidentiality) and 11 (Insurance/Indemnification) shall survive the termination of this Agreement. (i) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one agreement. Q) Each Party represents and warrants to the other Party that it has the necessary power and authority to execute, deliver and perform this Agreement, that the execution, delivery and performance by such Party of this Agreement has been duly authorized by all required action on behalf of such Party, and no other proceedings on behalf of such Party are necessary to authorize the execution, delivery and performance of this Agreement. (k) The provisions of this Agreement and all rights and obligations of this Agreement shall be governed by, and construed in accordance with the laws of the State of North Carolina without giving effect to any choice or conflict of law principles of a nyjurisdiction. Attachment number 2 \n F-4 Page 68