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thereof (whether arising out of acts, omissions, or negligence of the Company or of any third party <br />((including, without limitation, the owner of the Property if Company is not the owner)), or of any of <br />their agents, contractors, servants, employees, licensees, lessees, or assignees), including any claims and <br />losses accruing to or resulting from any and all subcontractors, material men, laborers and any other <br />person, firm or corporation furnishing or supplying work, services, materials or supplies in connection <br />with the Project. <br />(b). Company further agrees to indemnify and hold the Indemnified Parties harmless from any and <br />all liability County may incur as a grant administrator, notwithstanding the County may contract the <br />grant administration to a third party entity <br />(c). Should Company begin, engage in, or complete construction of the Project and Grant funds are <br />not disbursed by the State Company agrees County is not at fault for such failure by the State to <br />disburse funds and releases the Indemnified Parties from any and all liability, costs, and/or damages <br />incurred by the Company related to the Project. <br />10. Company Representations and Warranties. The Company hereby represents and warrants that: <br />(a). The execution and delivery of this Grant Agreement have been duly authorized by all necessary <br />Company action and are not in contravention of law or in contravention of the provisions of any <br />indenture agreement or undertaking to which the Company is a party or by which it is bound. <br />(b). There is no action, suit proceeding, or investigation at law or in equity or before any court, <br />public board or body pending, or to the knowledge of the Company, threatened against or affecting it <br />that could or might adversely affect the Project or any of the transactions contemplated by this Grant <br />Agreement or the validity or enforceability of this Grant Agreement or the abilities of the Company to <br />discharge its obligations under this Grant Agreement. If it is subsequently found that an action, suit, <br />proceeding, or investigation did or could threaten or affect the development of the Project, the <br />Company shall be liable to County for repayment of the entire amount of the Grant and this Grant <br />Agreement may be terminated by County effective upon notice. <br />(c). No consent or approval is necessary from any governmental authority as a condition to the <br />execution and delivery of this Grant Agreement by the Company or the performance of any of its <br />obligations hereunder, or all such requisite governmental consents or approvals have been obtained. <br />The Company shall provide County with evidence of the existence of any such necessary consents or <br />approvals at the time of the execution of this Grant Agreement. <br />(d). The Company is solvent. <br />(e). The Company is duly authorized to do business under North Carolina law and is not delinquent <br />on any federal, state, or local taxes, licenses, or fees. <br />11. Cessation/Termination, Bankruptcy, Dissolution or Insolvency. <br />42