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16 <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 <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. On the other hand, should the <br /> Company terminate this Agreement for any reason other than the default by the County to <br /> provide for any inducement installment to the Company, the Company shall repay to the <br /> County all funds paid to or for the benefit of the Company pursuant to this Agreement. <br /> Thereafter, the County shall have no further obligation to make inducement installments <br /> annually or otherwise. Any such termination of this Agreement by the Company shall be in <br /> 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 or further obligation to the <br /> County, which option shall be executed by giving written notice to the Company. <br /> Abandonment of Operations shall be defined as a period in excess of eight (8)weeks during <br /> which the Company's level of Full Time Equivalent Employees or Direct Investment goes <br /> below forty five percent(45%) of the guaranteed minimum levels of performance commitments <br /> for either Full Time Equivalent Employees or Direct Investment as reflected in Section 2 above. <br /> Notwithstanding the foregoing, if the aforesaid decline in the number of full time equivalent <br /> employees or the Company's failure to make the required direct investments is attributable to an <br /> overall national economic decline (as such may be recognized by the United States Bureau of <br /> Labor Statistics),this shall not be deemed an abandonment of operations entitling the County to <br /> terminate this Agreement, and the Company shall not be deemed in default. In such event,the <br /> Company's and the County's obligations shall be suspended for one year and resume thereafter. <br /> If after one year the aforesaid decline continues the County may declare an Abandonment of <br /> Operations and proceed as set forth herein. <br /> C. NATURAL: In any event,the above terms notwithstanding,this Agreement shall <br /> terminate upon the 31 st day of January of the year in which the final financial inducement <br /> installment is made. <br /> Page 8 of 14 <br />