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Rural Economic Development Grant Agreement, Private Owner <br />BUILDING REUSE PROGRAM – Revision #3 2020-025-3201-2587 <br /> <br />Grant Agreement - 8 <br /> <br />funds. <br /> (f). Upon the Governmental Unit’s reasonable inquiry of and receipt of supporting <br />evidence from the Owner, both the Owner and any Business are duly authorized to do <br />business under North Carolina law and are not delinquent on any federal, state or <br />local taxes, licenses or fees. <br /> <br />13. Cessation/Termination, Bankruptcy, Dissolution or Insolvency. <br /> <br /> (a). Under the LBC, the Owner agrees at all times to preserve its legal existence, except <br />that it may merge or consolidate with or into, or sell all or substantially all of its <br />assets to, any entity that expressly undertakes, assumes for itself and agrees in writing <br />to be bound by all of the obligations and undertakings of the Owner contained in the <br />LBC. If the Owner so merges, consolidates or sells its assets without such an <br />undertaking being provided, it agrees in the LBC to repay to the Governmental Unit <br />or Commerce, upon request and as directed, all unspent Loan funds. Further, a <br />merger, consolidation or sale without such an undertaking shall constitute a material <br />default under the LBC, and the Governmental Unit or Commerce may terminate the <br />LBC upon written notice to the Owner and hold the Owner liable for any other <br />repayment provided for under the LBC. <br /> (b). Other than as provided for in Paragraph 13(a) above, if the Owner or any Business <br />ceases to do business or becomes the subject of any bankruptcy, dissolution or <br />insolvency proceeding prior to the Termination Date, it shall be the sole responsibility <br />of the Governmental Unit to (i) immediately notify Commerce and (ii) pursue any <br />claim for Grant funds owed the State by the Owner or Business, including in any <br />legal proceeding, to obtain the maximum payment allowed by law. To the extent the <br />Governmental Unit fails to pursue repayment of the Grant funds in such a proceeding <br />and obtain the maximum payment allowed by law, and without limitation, the <br />Governmental Unit shall be liable to Commerce for all amounts that should have been <br />awarded to the Unit in the proceeding if it had taken the necessary action <br />(notwithstanding whether such amounts would have actually been paid by the Owner <br />or Business). Alternatively, without limitation, if the Governmental Unit fails to <br />pursue repayment of the Grant funds in such a proceeding and Commerce elects to do <br />so instead, the Governmental Unit is responsible and agrees to reimburse Commerce <br />for all legal costs and reasonable attorneys’ fees that Commerce incurs in pursuing <br />repayment. <br /> (c). If the Governmental Unit fails to provide Commerce notice of the Owner or any <br />Business ceasing to do business or becoming the subject of any bankruptcy, <br />dissolution or insolvency proceeding prior to the Termination Date, it shall constitute <br />a material default under this Grant Agreement. If there is such a cessation or such a <br />proceeding, Commerce may terminate the Grant Agreement upon written notice to <br />the Governmental Unit. If there is such a cessation or such a proceeding, the <br />Governmental Unit agrees that Commerce has the right to terminate this Grant <br />Agreement and/or the LBC by giving, as applicable, the Governmental Unit or the <br />Governmental Unit and the Owner written notice specifying the Termination Date, <br />which Commerce may determine in its sole discretion. Upon such termination, the <br />15