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13 <br />as provided herein to the other parties. Notwithstanding termination of this Agreement as <br />provided in this paragraph, any and all of the easements required of this Agreement to be <br />conveyed to the Orange Water and Sewer Authority will be conveyed to the Orange Water and <br />Sewer Authority and if already conveyed at the time of termination, will not be rescinded by the <br />easement grantor. <br />9. M/I, Priority and the County each agree to permit the sewer facilities construction <br />contractor access, subject to such reasonable conditions as determined by the parry granting <br />access and the sewer facilities construction project contractor, to the M/I property, the Priority <br />property and the County property respectively for purposes of construction of the sewer facilities <br />construction project. <br />10. M/I makes the following representations and warranties to Priority and to the <br />County: <br />(a) M/I is a limited liability company organized and in good standing in the <br />State of Delaware and has all requisite authority to conduct business and is in good standing in <br />the State of North Carolina. <br />(b) M/I has full authority to enter into this Agreement and to perform its <br />obligations hereunder, and M/I's execution, delivery and performance under this Agreement will <br />not violate the provisions of any agreement to which M/I is a party or by which it is bound. <br />(c) The person signing this Agreement is the only person whose signature is <br />required to bind M/I, and the person signing is duly authorized to do so. Upon written request, <br />M/I shall deliver to Priority and to the County written evidence of such authority. <br />11. Priority makes the following representations and warranties to M/I and to the <br />County: <br />5 <br />