2011-250 ED - AKG North America, Inc. - One NC Grant - Performance Agreement

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examine all of the relevant books, records, and other documents relating to the Grant and the fulfillment of this CPA throughout the Grant Period and for a period of six years thereafter. If the Company or Related Member Parties fail to keep and maintain books and records necessary for verifying fulfillment of this CPA, including, but not limited to, adequate records for the verification of employment, salaries, investment amounts, Statutorily Qualifying Expenses and environmental permits, or if the Company or Related Member Parties fail to provide access and right of inspection sufficient to verify compliance with this CPA, the Local Government or the Secretary may in its or his discretion declare this CPA to be in default, withhold payments for or under this CPA or the LGGA, and/or require reimbursement of all or any portion of the Grant previously paid. The Company and Related Members shall provide any information DOC requests in order to produce reports or compile data required by the General Assembly. 6.4 To the extent any information or documents gathered by or provided to the Local Government or the DOC would be regarded as confidential or not subject to disclosure under federal law or the North Carolina General Statutes (including, without limitation, N.C. Gen. Stat. §§ 132-1 et seq., commonly referred to as the "Public Records Act"), the Company or Related Member Parties, as applicable, shall clearly identify and mark them as such and that information will, to the extent allowed by law, be treated as confidential and not subject to disclosure by the Local Government and DOC and their authorized representatives. The Company and Related Member Parties have read and understand North Carolina's laws regarding the treatment of public records and confidential information, including without limitation,those provisions set forth in Exhibit B. The Company and Related Member Parties shall be responsible for any and all costs,expenses, fees,or losses that they or the Local Government or DOC or any other State entity may incur as a result of responding to or resisting any request,subpoena,legal complaint,court order,or other demand seeking to compel such party to release or disclose records,documents,or information pertaining to the Company or Related Member Parties,to the extent that the Company or Related Member Parties notified the State entity that it objects to such disclosure or release and the State defends against such release;and the Company and Related Member Parties shall indemnify the Local Government,DOC,and State entities and their authorized representatives for all costs associated therewith,provided that,no such indemnified party shall be obligated to take any such action. 6.5 Notwithstanding anything herein to the contrary, the Parties acknowledge the due execution of the LGGA and agree that any conflict between the provisions, requirements, duties, or obligations of this CPA and the LGGA shall be resolved in favor of the LGGA. The Parties further agree that any conflict between the provisions, requirements, duties, or obligations of this CPA and any program documentation for this Grant other than the LGGA shall be resolved in favor of this CPA. 6.6 The Company and Related Member Parties acknowledge that none of the North Carolina operations owned by the Company or a related entity or affiliate shall be curtailed as a result of the Project. 6.7 The Company and Related Member Parties shall perform and abide by all commitments identified in the Company Application, except as otherwise expressly stated herein. The Company and One NC Company Performance Agreement AKG North America,Inc. Orange County -7-