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12 <br /> ON THE PART OF ANY FUTURE COUNTY GOVERNING BODY. <br /> TO THE EXTENT OF ANY CONFLICT BETWEEN THIS ARTICLE AND ANY <br /> OTHER PROVISION OF THIS AGREEMENT, THIS ARTICLE SHALL TAKE <br /> PRIORITY. <br /> 13. LIABILITY OF PUBLIC OFFICERS <br /> No officer, agent or employee of the County or the Company shall be subject to any personal <br /> liability or accountability by reason of the execution of this Agreement or any other <br /> documents related to the transactions contemplated hereby. Such officers, agents, or <br /> employees shall be deemed to execute such documents in their official capacities only, and <br /> not in their individual capacities. This Section shall not relieve any such officer, agent or <br /> employee from the performance of any official duty provided by law. <br /> 14. MISCELLANEOUS <br /> A. ENTIRE AGREEMENT: This Agreement, including all exhibits attached, constitutes the <br /> entire contract between the parties, and this Agreement shall not be amended except in <br /> writing signed by the Parties. <br /> B. BINDING EFFECT: Subject to the specific provisions of this Agreement, this <br /> Agreement shall be binding upon and inure to the benefit of and be enforceable by the <br /> Parties and their respective successors and assigns. <br /> C. TIME: Time is of the essence in this Agreement and each and all of its provisions. <br /> D. CONSTRUCTION: Nothing in this Agreement shall be construed to the effect that the <br /> County has any right to influence the Company's business decisions or to receive business <br /> information from the Company(except as expressly provided in Section 2B and Section 5 <br /> hereof). <br /> E. SIGNATURES: This Agreement together with any amendments or modifications may be <br /> executed electronically. All electronic signatures affixed hereto evidence the intent of the <br /> Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. <br /> F. AUTHORITY: The parties and each person executing this Agreement on behalf thereof <br /> represent and warrant that they have the full right and authority to enter into this Agreement, <br /> which is binding, and to sign on behalf of the party indicated, and are acting on behalf of <br /> themselves, the constituent members and the successors and assigns of each of them. The parties <br /> shall reasonably assist one another and cooperate in the defense(should any defense ever be <br /> necessary) of this Agreement and/or the incentives granted hereunder, so as to support and in no <br /> way undercut the same. <br /> G. FORCE MAJEURE: Subject to the provisions of Section 6 neither party shall be liable <br /> towards the other party for non-compliance with its contractual obligations hereunder, if and to <br /> the extent such non-compliance is directly attributable to events of force majeure. Events of <br /> force majeure are events or causes which are not under a party's reasonable control and render <br /> the execution of a parry's obligations impossible. Each party shall forthwith inform the other <br /> Page 9 of 19 <br />