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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, up to the amount of the Inducement Grant
<br /> including reasonable attorneys' fees, arising out of, connected with, or resulting directly or
<br /> indirectly from the business, construction, maintenance, or operations of the Company or the
<br /> Company's Mebane Facility or the transactions contemplated by or relating to this
<br /> Agreement, including without limitation, the possession, condition, construction or use
<br /> thereof, insofar as such matters relate to events subject to the control of the Company and
<br /> not the County. To the extent authorized by North Carolina law the County hereby agrees
<br /> to indemnify,protect and save the Company and its officers, directors, and employees
<br /> harmless from all liability, obligations, losses, claims, damages, actions, suits,proceedings,
<br /> costs and expenses, including reasonable attorneys' fees, arising out of, connected with, or
<br /> resulting directly or indirectly from the performance of this Agreement attributable to the
<br /> negligence or misconduct of the County, its officers or employees. The indemnification
<br /> arising under this Article shall survive the Agreement's termination.
<br /> 11. TERMINATION
<br /> A. COMPANY: Upon Company's meeting its Employment and Investment obligations as set
<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
<br /> Agreement. Should the Company exercise its option to terminate this Agreement,pursuant to
<br /> this Section for failure by the County, the Company shall be entitled to retain all funds paid to or
<br /> for the benefit of the Company pursuant to this Agreement. Should the Company terminate this
<br /> Agreement of its unilateral choice,regardless of any of the above incidences of default, the
<br /> Company shall repay to the County all funds paid to or for the benefit of the Company
<br /> pursuant to this Agreement. Thereafter,the County shall have no further obligation to make
<br /> inducement installments annually or otherwise. Any such termination of this Agreement by the
<br /> Company shall be in writing and shall meet notice requirements as set out herein.
<br /> B. COUNTY: The County shall have the option of terminating this Agreement upon any
<br /> Abandonment of Operations by the Company,without penalty to the County, which option
<br /> shall be executed by giving written notice to the Company.Abandonment of Operations shall
<br /> be defined as a period in excess of four(4) weeks during which the Company's level of hull
<br /> Time Equivalent Employees or Direct Investment goes below twenty percent(20°/a) of the
<br /> guaranteed minimum levels of performance commitments for either Full Time Equivalent
<br /> Employees or Direct Investment as reflected in Section 2 above. Notwithstanding the foregoing,
<br /> if the aforesaid decline in the number of full time equivalent employees or the Company's
<br /> failure to make the required direct investments is attributable to a substantial overall national
<br /> economic decline(as such may be recognized by the United States Bureau of Labor Statistics),
<br /> this shall not be deemed an abandonment of operations entitling the County to terminate this
<br /> Agreement,and the Company shall not be deemed in default. In such event,the Company's and s
<br /> the County's obligations shall be suspended for one year and resume thereafter. If after one
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