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