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<br /> 7. SEVERABILITY
<br /> If any term or provision of this Agreement is held to be illegal, invalid, or unenforceable,the
<br /> legality,validity, or enforceability of the remaining terms, or provisions of this Agreement shall
<br /> not be affected thereby; and in lieu of such illegal, invalid or unenforceable term or provision,
<br /> there shall be added by mutually agreed upon written amendment to this Agreement, a legal,
<br /> valid, or enforceable term or provision, as similar as possible to the term or provision declared
<br /> illegal, invalid, or unenforceable.
<br /> 8. COMPLIANCE WITH THE LOCAL GOVERNMENT BUDGET AND FISCAL CONTROL
<br /> ACT OF NORTH CAROLINA GENERAL STATUTES
<br /> All appropriations and expenditures pursuant to this Agreement shall be subject to the provisions
<br /> of the Local Government Budget and Fiscal Control Act of the North Carolina General Statutes
<br /> for cities and counties and shall be listed in the annual report submitted to the Local Government
<br /> Commission by the County.
<br /> 9. GOVERNING LAWS,DISPUTE RESOLUTION, &FORUM
<br /> This Agreement shall be governed and construed by the Laws of the State of North Carolina.
<br /> Any action brought to enforce or contest any term or provision of this Agreement shall be
<br /> brought in the North Carolina General Court of Justice sitting in Orange County,North
<br /> Carolina. The Parties hereto stipulate to the jurisdiction of said court. It is agreed by the
<br /> parties that no other court shall have jurisdiction or venue with respect to any claims,
<br /> complaints, suits, or actions. Binding arbitration may not be initiated by either party,however,
<br /> the parties may agree to nonbinding mediation of any dispute prior to the bringing of a claim,
<br /> complaint, suit or action.
<br /> 10. INDEMNIFICATION
<br /> The Company hereby agrees to indemnify, protect and save the County and its officers,
<br /> directors, and employees harmless from all liability, obligations, losses, claims, damages,
<br /> actions, suits,proceedings, costs and expenses, including reasonable attorneys' fees, arising
<br /> out of, connected with, or resulting directly or indirectly from the business, construction,
<br /> maintenance, or operations of the Company or the Facility or the transactions contemplated
<br /> by or relating to this Agreement, including without limitation,the possession, condition,
<br /> construction or use thereof, insofar as such matters relate to events subject to the control of
<br /> the Company and not the County. The indemnification arising under this Article shall
<br /> survive the Agreement's termination.
<br /> 11. TERMINATION
<br /> A. COMPANY: Upon Company's meeting its Employment and Investment obligations asset
<br /> out in Section 2 above and upon Company's certification to such and certification of the
<br /> payment of all real and personal property taxes, as set out in Section 5 above, then upon the
<br /> occurrence of any of the following events, the Company shall have the option of terminating
<br /> this Agreement: Failure of the County, to provide the initial inducement installment as
<br /> provided in Section 3 of this Agreement; or,under the same circumstances, failure of the
<br /> County to make future inducement installments, as provided for in Section 3 of this
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