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<br />requirements and their adequacy and suitability for the proper and effective performance of the
<br />Agreement.
<br />24.06. Audit, Access To Records. Pursuant to N.C.G.S. §147-64.7, the Agency, the State Auditor,
<br />appropriate federal officials, and their respective authorized employees or agents are authorized to
<br />examine all books, records, and accounts of the Participant insofar as they relate to transactions with
<br />any department, board, officer, commission, institution, or other agency of the State of North
<br />Carolina pursuant to this Agreement or to costs charged to this Agreement. The Participant shall
<br />retain any such books, records, and accounts for a minimum of three (3) years after the completion
<br />or termination of this Agreement. Additional audit or reporting requirements may be required by
<br />any Agency, if in the Agency’s opinion, such requirement is imposed by federal or state law or
<br />regulation.
<br />24.07. Assignment. No Party shall assign or transfer this Agreement, or any part thereof, without the
<br />express written consent of NC HIEA. Any assignment that does not comply with the requirements
<br />of this Section 24.07 shall be void and have no binding effect. NC HIEA, in its own discretion, will
<br />not unreasonably withhold its approval of an assignment in the context of a merger, acquisition, or
<br />sale of Participant.
<br />24.08. Conflicts Of Interest. Participant acknowledges and represents that it has adopted policies
<br />governing conflicts of interest and ethics in the exercise of its authority, and its actions under this
<br />Agreement. Participant will review, disclose and employ its best efforts to resolve any anticipated
<br />or reported conflict of interest or issue involving its ethics policies during the performance of this
<br />Agreement.
<br />24.09. Survival. The following provisions shall survive the termination of this Agreement for any reason:
<br />Sections 1, 2, 11.06.b), 11.06.c), 13, 15.07, 16, 18, 19.06, 20, 23, 24.01, 24.09, and 24.11.
<br />24.10. Waiver. No failure or delay by any Participant in exercising its rights under this Agreement shall
<br />operate as a waiver of such rights, and no waiver of any right shall constitute a waiver of any prior,
<br />concurrent, or subsequent right.
<br />24.11. Entire Agreement. This Agreement, together with all Attachments, sets forth the entire and only
<br />Agreement among the Parties relative to the subject matter hereof. This Participation Agreement
<br />replaces and supersedes all prior participation or subscription agreements between NC HIEA and
<br />Participant, and expresses the entire understanding of the Parties with respect to the transactions
<br />contemplated herein, and shall not be amended, modified or altered except pursuant to Section 24.03.
<br />Any representation, promise, or condition, whether oral or written, not incorporated herein, shall not
<br />be binding upon any Party.
<br />24.12. Validity of Provisions. In the event that a court of competent jurisdiction shall hold any Section,
<br />or any part or portion of any Section of this Agreement, invalid, void or otherwise unenforceable,
<br />each and every remaining Section or part or portion thereof shall remain in full force and effect.
<br />24.13. Headings. The headings throughout this Agreement are for reference purposes only, and the words
<br />contained therein may in no way be held to explain, modify, amplify, or aid in the interpretation or
<br />construction of meaning of the provisions of this Agreement. All references in this instrument to
<br />designated “Sections” and other subdivisions are to the designated Sections and other subdivisions
<br />of this Agreement. The words “herein,” “hereof,” “hereunder,” and other words of similar import
<br />refer to this Agreement as a whole and not to any particular Section or other subdivision.
<br />24.14. Relationship of the Participants. The Participants are independent contracting entities. Nothing in
<br />this Agreement shall be construed to create a partnership, agency relationship, or joint venture among
<br />the Parties. Neither NC HIEA nor any Participant shall have any authority to bind or make
<br />commitments on behalf of another Participant for any purpose, nor shall any such Party hold itself
<br />DocuSign Envelope ID: 47B4445A-C7CA-4D2E-9075-2AFD82F82DEC
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