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115 <br /> Agreement shall be paid by the University when due or collected from the University by the <br /> County in accordance with applicable Law. Half(50%) of the amount of taxes, fees or other <br /> charges paid by the University pursuant to the immediately preceding sentence shall be <br /> subsequently reimbursed to the University by the County by set-off against the Flare Payments. In <br /> accordance with applicable Law, the County will accept a certificate or other documentation as <br /> required with respect to any claim by the University that it is exempt from the payment of any such <br /> taxes. To the extent applicable,the University and the County will, at their own expense, file all <br /> necessary tax returns and other documentation with respect to such taxes, and the Parties will <br /> cooperate to the extent necessary with respect to such filings. <br /> ARTICLE XI <br /> DISPUTE RESOLUTION <br /> 141 141-GeneraL Any dispute,controversy or claim that arises out of or relates to this <br /> Agreement(including any dispute over the existence,validity,interpretation,performance,breach <br /> or termination thereof)(a"Dispute")shall be resolved in accordance with the procedures specified <br /> in this Article XI prior to any party initiating litigation regarding such Dispute,except as set forth <br /> in Paragraph 44-71, . of the Agreement. Each Party shall bear its own costs incurred in connection <br /> with any dispute resolution process under this Article. The entire dispute resolution process set <br /> forth in this Article XI is a compromise negotiation. Subject to the North Carolina Public Records <br /> Act and other applicable Laws, all offers, promises, conduct and statements, whether oral or <br /> written, made in the course of dispute resolution by any of the Parties, their agents, employees, <br /> experts and attorneys are confidential. Subject to the North Carolina Public Records Act and other <br /> applicable Laws, such offers, promises, conduct and statements are privileged under any <br /> applicable arbitration privilege, are subject to Rule 408 of the Federal Rules of Evidence and any <br /> (00022477.DOC) <br />