Agenda - 01-22-2009 - 4p - Laserfiche WebLink

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Section XII.Liabilities and Loss A. The Commission assumes no liability with respect to accidents,bodily injury, illness, breach of contract or any other damages, claims or losses arising out of any activities undertaken by the Grantee or any of its Subgrantees under this Agreement,with respect to persons or property of the Grantee, Subgrantee or third parties. B. The Grantee agrees to obtain insurance to protect itself and others as it may deem desirable, or, if it elects not to obtain such insurance, it represents that it has adequate resources available to it for this purpose. C. To the extent permitted by law, specifically including N.C. Gen. Stat. 153A-435,the Grantee agrees to indemnify, defend and save harmless the Commission and its officers, agents and employees against any liability, including costs and expenses and attorneys fees for the Grantee's or any Subgrantee's(s')violation of any proprietary right or right of privacy arising out of the publication,translation, reproduction,delivery,performance, use or disposition of any information published resulting from the work of the Project or based on any libelous or other unlawful matter contained in such information. D. To the extent permitted by law, specifically including N.C. Gen. Stat. 153A-435,the Grantee also further agrees to indemnify,defend and save harmless the Commission and its officers, agents and employees from any other person, firm or corporation furnishing or supplying work, services, material or supplies in connect with the Project and the performance of this Agreement and from any and all claims and losses accruing or resulting to any person,firm or corporation who may be injured or damaged by the Grantee,any Subgrantees or any of their agents in the performance of the Project. Section XIII.Entire Agreement A. This Agreement and its Exhibits contain the entire understanding between the Parties. B. The agreement may be amended only in writing duly executed by authorized persons for the Commission and the Grantee. Section XIV. Grantee Representation and Warranties The Grantee hereby represents and warrants that: A. The Grantee is duly organized and validly existing under the laws of the State of North Carolina. B. This Agreement constitutes a binding obligation of Grantee, enforceable against it in accordance with its terms. The execution and delivery of this Agreement have been duly authorized by all necessary action on the part of Grantee and does not violate any applicable organizational documents of the Grantee or any agreement or undertaking to which it is a party of by which it is bound. C. There is no action, suit,proceeding, or investigation at law or in equity or before any court, public board or body pending or to the Grantee's knowledge,threatened against or affecting it,that could or might adversely affect the Project or any of the transactions 6