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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 /> id to or for the benefit of the Company pursuant to this Agreement .County all funds pa <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 />