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Resolution Agreement Page 3 of 7 <br /> provide to the Taxing Jurisdictions data and documents, or reasonable access to records, <br /> for audit purposes. <br /> 8. The parties acknowledge that each side takes a different view of the facts and law related to <br /> the matters encompassed by this Agreement. The parties agree that this Agreement is <br /> based on the parties' desire to compromise their disputes and is not an indication that either <br /> side has expressed agreement with the other side's view of the facts or law. This <br /> Agreement does not constitute a concession, agreement or admission by any of the parties <br /> as to the correctness or applicability of any legal or factual contention by any other party. <br /> 9. The parties agree that the Agreement is for the benefit of, and an agreement expressly <br /> between,the parties hereto. This Agreement may only be amended by written agreement <br /> by all parties hereto. Any such amendment shall be attached hereto. This Agreement may <br /> be executed in any number of counterparts, each of which shall be deemed an original but <br /> all of which together shall constitute one and the same instrument. <br /> 10 This Agreement shall be governed by the laws of North Carolina. Each party has <br /> cooperated in the drafting and preparation of this Agreement, and it shall be construed <br /> according to the plain meaning of its language and not for or against any party. <br /> 11. By signing this Agreement,all parties certify that they have read and agreed to all the terms <br /> hereof and that they have authority to enter into this Agreement. <br /> 12. This Agreement(including each of the rights and obligations set forth herein) shall be <br /> binding upon,and inure to the benefit of,the respective present or former,successor,direct <br /> or indirect family members,parents, subsidiaries, affiliates, agents, representatives, <br /> officials, insurers, employees, officers, directors and shareholders of the undersigned <br /> parties. Additionally, any reference in this Agreement to any of the parties shall be a <br /> reference to the present or former, successor, direct or indirect, family members,parents, <br /> subsidiaries, affiliates, agents, legal representatives, insurers, employees,officers, <br /> directors, and shareholders of those entities. <br /> 13. Each of the Taxing Jurisdictions and each OTC acknowledge that they: (a)have consulted <br /> with legal counsel about the Agreement; (b)they are entering into the Agreement <br /> voluntarily and with an understanding that each of the Taxing Jurisdictions is releasing all <br /> of its claims for Orange County/City Occupancy Taxes against the OTCs for occupancy of <br /> accommodations commencing between 1 January 2011 and 31 December 2014 and for <br /> occupancy of accommodations commencing thereafter pursuant to reservations made <br /> between 1 January 2011 and 31 December 2014; (c)they have the authority to enter into <br /> this Agreement; (d)no other persons or entities have or have had any interest in any claims <br /> that are now being released;and(e)they have not sold,transferred,or assigned their claims <br /> to any other person or entity prior to entering into this Agreement. <br /> 26399409_1—Orange County <br />