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Related Member Parties affirm their commitments made in the Company Application, and the
<br /> commitments contained therein are incorporated herein by reference, as if set out in full. The
<br /> Parties agree that any conflict between the provisions of this CPA and any commitments made in
<br /> the Company Application to DOC shall be resolved in favor of this CPA.
<br /> 6.8 The Company indemnifies and holds harmless the Local Government,DOC, and State entities,
<br /> and their respective members, officers, directors, employees, agents and attorneys (hereinafter
<br /> collectively referred to as "Indemnified Parties"), from any claims of third parties arising out of or
<br /> any act or omission of the Company in connection with the performance of this CPA, and for all
<br /> losses arising from implementation.of this CPA. Without limiting the generality of the foregoing,
<br /> the Company releases the Indemnified Parties from, and agree that such Indemnified Parties are
<br /> not liable for, and agree to indemnify and hold harmless the Indemnified Parties against, any and
<br /> all liability or loss,cost or expense,including, without limitation,reasonable attorneys' fees,fines,
<br /> penalties, and civil judgments,resulting from or arising out of or in connection with or pertaining
<br /> to, any loss or damage to property or any injury to or death of any person occurring in connection
<br /> with or on or about the Facility, or resulting from any defect in the fixtures, machinery,
<br /> equipment, or other property used in connection with the Project or arising out of,pertaining to, or
<br /> having any connection with,the Project or the financing thereof(whether or not arising out of acts,
<br /> omissions, or negligence of the Company or any of their agents,contractors, servants, employees,
<br /> licensees, lessees, or assignees). Each Indemnified Party is an express, third party beneficiary of
<br /> the Company's and Related Member Parties' obligations under this Paragraph.
<br /> 6.9 The representations made by the Company and Related Member Parties in the Company
<br /> Application to DOC or as part of the application process are incorporated herein by reference and
<br /> deemed by the Parties to be material to this CPA. The Company and Related Member Parties
<br /> affirm these representations. The Parties agree that any conflict between any representations
<br /> contained in this CPA and those representations contained in the Company Application to DOC or
<br /> made as part of the One North Carolina Fund application process shall be resolved in favor of this
<br /> CPA.
<br /> 6.10 The recitals are an integral part of this CPA.
<br /> 6.11 If the Company or Related Member Parties have an overdue tax debt owing to the State of North
<br /> Carolina, as defined in N.C. Gen. Stat. § 105-243.1, no payments will be made under this CPA or
<br /> the LGGA until that tax debt has been satisfied. If an overdue tax debt goes unsatisfied by the
<br /> Company or Related Member Parties, as applicable, for more than one year, this CPA may be
<br /> declared in default and terminated at the direction.of DOC.
<br /> 6.12 The Local Government's obligation to make disbursements to the Company under this CPA is
<br /> contingent upon the Local Government's receipt under the LGGA of the necessary disbursements
<br /> from DOC, which are, in turn,contingent on appropriation, allocation and availability of funds for
<br /> the Grant to DOC.
<br /> 6.13 This CPA constitutes a legally enforceable contract and shall be governed and construed in
<br /> accordance with the laws of the State of North Carolina. The Parties agree and submit, solely for
<br /> matters concerning this CPA, to the exclusive jurisdiction of the courts of North Carolina and
<br /> agree, solely for such purpose, that the only venue for any legal proceedings shall be Wake
<br /> County,North Carolina. The place of this CPA, and all transactions and agreements relating to it,
<br /> and their situs and forum, shall be Wake County, North Carolina, where all matters, whether
<br /> One NC Company Performance Agreement
<br /> AKG North America,Inc.
<br /> Orange County
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