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(including any penalties and interest) arising from the transactions contemplated by this <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. <br /> In accordance with applicable Law, the County will accept a certificate or other documentation <br /> as required with respect to any claim by the University that it is exempt from the payment of any <br /> such taxes. To the extent applicable, the University and the County will, at their own expense, <br /> file all necessary tax returns and other documentation with respect to such taxes, and the Parties <br /> will cooperate to the extent necessary with respect to such filings. <br /> ARTICLE XI <br /> DISPUTE RESOLUTION <br /> 140. 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, <br /> breach or termination thereof) (a "Dispute") shall be resolved in accordance with the procedures <br /> specified in this Article XI prior to any party initiating litigation regarding such Dispute, except <br /> as set forth in Paragraph 146 of the Agreement. Each Party shall bear its own costs incurred in <br /> connection with any dispute resolution process under this Article. The entire dispute resolution <br /> process set forth in this Article XI is a compromise negotiation. Subject to the North Carolina <br /> Public Records Act and other applicable Laws, all offers, promises, conduct and statements, <br /> whether oral or written, made in the course of dispute resolution by any of the Parties, their <br /> agents, employees, experts and attorneys are confidential. Subject to the North Carolina Public <br /> Records Act and other applicable Laws, such offers, promises, conduct and statements are <br /> 46 <br /> {00018638.DOC 24) <br />