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automatically upon the expiration of the Term; (iii) at any time, by mutual agreement of the <br /> Parties; or (iv) by Main Street, upon the material breach by County of any provision contained <br /> herein which material breach remains uncured by County after Main Street provides thirty days <br /> advance written notice of said material breach to County, and by County, upon the material <br /> breach by Main Streets of any provision contained herein which material breach remains uncured <br /> by Main Street after County provides thirty days advance written notice of said material breach <br /> to Main Street. <br /> 6. Joint Publication: <br /> Main Street and the County desire to coordinate the dissemination and delivery of press releases <br /> and other formal public disclosures regarding the Project. Therefore, no press release or other <br /> public disclosure may be made by Main Street or its members, managers, officers, directors, <br /> agents, or employees concerning the Project, the negotiations regarding the Contract, and any <br /> subsequent agreements or discussions between Main Street and the County regarding the <br /> Property without the prior written consent of County. Nothing contained in this Section 6 shall <br /> prevent Main Street from: (i) discussing the terms of the current option to purchase it holds on <br /> the Property with the current owner of the Property; (ii) discussing any matter related to the <br /> Property (specifically including the First Floor) with its lenders and financing partners; (iii) <br /> discussing the development or potential development of the Property with any regulatory agency <br /> or governing body with jurisdiction over the Project. <br /> 7. Conditions Precedent& Contingencies: <br /> The Parties understand and agree that there are a number of conditions precedent and <br /> contingencies that will impact the ability to enter into a Contract for the Project. The Parties <br /> agree to negotiate in good faith in an attempt to address such conditions precedent and <br /> contingencies during the Term. <br /> 8. Representations and Warranties of Main Street& County: <br /> The Parties understand and agree that each party will be subject to commercially reasonable <br /> representations and warranties in the Contract. The Parties agree to negotiate in good faith to <br /> address such representations and warranties during the Term. <br /> 9. Miscellaneous: <br /> A. Assignment. The rights under this Agreement may be transferred and assigned only upon <br /> the written consent of the non-assigning party. <br /> B. Fees and Expenses. Each party will be responsible for its own legal fees and other <br /> expenses incurred in connection with the performance of this Agreement. <br /> C. Governing Law. This Agreement shall be governed by and construed in accordance with <br /> the laws of the State of North Carolina. Any dispute regarding this Agreement shall be <br /> filed in a court of competent juri sdiction located in Orange County,NC. <br /> D. Counterparts. This Agreement may be executed in any number of counterparts, each of <br /> which shall be deemed an original, but all of which together shall be deemed to be one <br /> and the same document. A signed copy of this Agreement delivered by facsimile, e-mail <br />