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14 <br /> shall be deemed to be 0%. <br /> 2. Changed Conditions. If a subsequent, unexpected change in conditions <br /> surrounding the Property makes impossible or impractical the continued use of the <br /> Property for the purpose(s) of this Conservation Easement as set forth herein, and the <br /> Conservation Easement is extinguished by judicial proceeding, the Grantee, its successor <br /> and assigns, shall be entitled to a portion of the proceeds of any sale, exchange, <br /> involuntary conversion of the Property, or any damage award with respect to any judicial <br /> proceeding according to Grantee's proportional interest in the value of the Property as <br /> determined under Treasury Regulations §1.170A-14(g)(6)(ii) or any successor regulation. <br /> "Proceeds of Sale" shall mean the cash value of all money and property paid, transferred, <br /> or contributed in consideration for or as otherwise required as a condition to the sale, <br /> exchange or involuntary conversion of the Property, or any damages otherwise awarded <br /> as a result of judicial proceeding, minus the Grantor's expenses from such transaction or <br /> proceeding. As allowed by NCGS §146-30(a), Grantee shall use its share of the Proceeds <br /> of Sale in a manner consistent with the purpose(s) of the Conservation Easement as set <br /> forth herein. Notwithstanding the foregoing, all Proceeds of Sale shall be distributed <br /> among the Parties according to each Party's respective contribution to the purchase price <br /> of the Property and this Conservation Easement. For the purposes of determining any <br /> distribution of proceeds pursuant to this section, Grantor's proportionate contribution to <br /> the purchase price shall be deemed to be 100%, and Grantee's proportionate contribution <br /> to the purchase price shall be deemed to be 0%. <br /> D. Acts Beyond Grantor's Control. Nothing contained in this Conservation <br /> Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury <br /> or change in the Property resulting from the acts of third parties not authorized by Grantor, or <br /> from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, and <br /> earth movement, or from any prudent action taken in good faith by the Grantor under emergency <br /> conditions to prevent, abate, or mitigate significant injury to life, property damage or harm to the <br /> Property resulting from such causes. <br /> E. Costs of Enforcement. Any costs incurred by Grantee or the State of North <br /> Carolina in enforcing the terms of this Conservation Easement against Grantor, including, <br /> without limitation, any costs of restoration necessitated by Grantor's acts or omissions in <br /> violation of the terms of this Conservation Easement, shall be borne by Grantor. <br /> F. No Waiver and Third Party Enforcement. Enforcement of this Conservation <br /> Easement shall be at the discretion of the Grantee and any forbearance by Grantee to exercise its <br /> rights hereunder in the event of any breach of any term set forth herein shall not be deemed or <br /> construed to be a waiver by Grantee of such term or of any subsequent breach of the same or of <br /> any other term of this Conservation Easement or of Grantee's rights. No delay or omission by <br /> Grantee in exercise of any right or remedy shall impair such right or remedy or be construed as a <br /> waiver. In the event Grantee determines there is a breach of this Conservation Easement, <br /> Grantor fails to cure said breach as provided herein, and Grantee thereafter exercises its <br /> discretion and forbears taking action to enforce this Conservation Easement the State of North <br /> Carolina shall have a third party right of enforcement and may, upon a determination that the <br /> CWMTF CE Template,entire property,Nov.2018 9 <br /> Combined <br />