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(a). Company agrees at all times to preserve its legal existence, except that it may merge or <br />consolidate with or into, or sell all or substantially all of its assets to, any entity that expressly <br />undertakes, assumes for itself and agrees in writing to be bound by all of the obligations and <br />undertakings of the Company pursuant to this Grant Agreement. If the Company so merges, <br />consolidates or sells its assets without such an undertaking being provided, it agrees to repay to the <br />County or Commerce, upon request and as directed, all unspent Grant funds. Further, a merger, <br />consolidation or sale without such an undertaking shall constitute a material default hereunder, and the <br />County may terminate this Grant Agreement upon written notice. <br />(b). Other than as provided for in Paragraph 11(a) above, if the Company ceases to do business or <br />becomes the subject of any bankruptcy, dissolution, or insolvency proceeding prior to the Termination <br />Date, it shall be the sole responsibility of the Company to immediately notify County. <br />12. Additional Repayment Requirements and Remedies. <br />(a). The repayment requirements and remedies addressed in this Paragraph 12 are in addition to <br />those repayment requirements and other remedies set forth elsewhere in this Grant Agreement, <br />including the requirements to repay unspent Grant funds. No remedy conferred or reserved by or to the <br />County is intended to be exclusive of any other available remedy or remedies, but each and every such <br />remedy shall be cumulative and shall be in addition to every other remedy provided for in this Grant <br />Agreement, or now or hereinafter existing at law, in equity, or by statute, and any such right or power <br />may be exercised from time to time and as often as may be deemed expedient. <br />(b). If there is a breach of any of the requirements, covenants or agreements in this Grant <br />Agreement, or if there are any representations or warranties which are untrue as to a material fact in <br />this Grant Agreement in relation to the Project (including the performance thereof), the Company <br />agrees that County has the sole discretion to require repayment from the Company of an amount of <br />Grant funds to be determined in County’s sole discretion but not to exceed the amount of Grant funds <br />the Company has already received under this Grant Agreement and that the Company is obligated to <br />make such payment. <br />13. No Waiver by the County. Failure of the County at any time to require performance of any term <br />or provision of this Grant Agreement shall in no manner affect the rights of the County at a later date to <br />enforce the same or to enforce any future compliance with or performance of any of the terms or <br />provisions hereof. No waiver of the County of any condition or the breach of any term, provision or <br />representation contained in this Grant Agreement, whether by conduct or otherwise, in any one or <br />more instances, shall be deemed to be or construed as a further or continuing waiver of any such <br />condition or of the breach of that or any other term, provision or representation. <br />14. Waiver of Objections to Timeliness of Legal Action. The Company knowingly waives any <br />objections it has or may have to timeliness of any legal action (including any administrative petition or <br />civil action) by the County to enforce its rights under this Grant Agreement. This waiver includes any <br />objections the Company may possess based on the statutes of limitations or repose and the doctrines of <br />estoppel or laches. <br />43