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36 <br /> loss, claim, damage, action, suit,proceeding, cost or expense arises, is connected with, or <br /> directly results from the business, construction, maintenance, or operations of the Company or <br /> the Facility or any Company activities on or about the Subject Property during the Term of this <br /> Agreement. It is the intent of this Section 10 that, to the extent applicable, the Company <br /> indemnify the County in an amount not to exceed value of the benefits actually received by the <br /> Company from the County under this Agreement. In no event shall the Company be obligated to <br /> indemnify the County in an amount in excess of the not to exceed amount in Section 3A. <br /> 11. TERMINATION <br /> A. COUNTY: The County shall have the option of terminating this Agreement if the Company <br /> ceases substantially all operations at the Facility. Cessation of substantially all operations at the <br /> Facility shall be defined as a period in excess often(10)weeks during which the Company's <br /> level of full time equivalent employees falls below thirty percent(30%) of the number of target <br /> full time equivalent employees as provided on Exhibit A,whether working at the Facility or <br /> remotely in North Carolina for the benefit of the Facility. and described in Section 2 of this <br /> Agreement. Should the Company be determined to have ceased its operations,the Company <br /> will reimburse the County the total amount of the Inducement Grant previously disbursed <br /> pursuant to this Agreement. Notwithstanding the foregoing, if the aforesaid decline in the <br /> number of full time equivalent employees is attributable to an overall national economic decline <br /> (as such may be recognized by the United States Bureau of Labor Statistics) or other Force <br /> Majeure,this shall not be deemed a cessation of substantially all operations entitling the County <br /> to 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 a period of one (1)year and <br /> resume thereafter. If after one year the Company has not returned to the then applicable 90% <br /> Target the County may declare substantially all operations ceased at the Facility and proceed as <br /> set forth herein. Upon such declaration the Company will reimburse the County the total <br /> amount of the Inducement Grant disbursed to Company up to and including the date of the <br /> declaration. If Company is in Default of Section 14 of the Lease and has failed to cure such <br /> default as provided herein County may terminate this Agreement and shall have no further <br /> liability or obligations to the Company under this Agreement. <br /> B. NATURAL: In any event, the above terms notwithstanding, this Agreement shall terminate <br /> upon the 30th day of June of the final year of the Term. <br /> C. AUTOMATIC TERMINATION AND SURVIVAL: In the event the Company (defined as <br /> the Tenant in the Lease)terminates the Lease during the Inspection Period as described in <br /> Section 23 of the Lease, the provisions of this Agreement, except for Section 3C,the definition <br /> of"Expansion Inducement Grant" and the definition of"Subject Property" of the Agreement, <br /> shall automatically terminate and be of no further force and effect and neither Party shall have <br /> further liability or obligations to the other under this Agreement. For the avoidance of doubt, the <br /> rights and obligations contained in Section 3C,the definition of"Expansion Inducement Grant" <br /> and the definition of"Subject Property"of this Agreement shall survive automatic termination <br /> of this Agreement. In the event of such automatic termination the County may suspend the <br /> surviving sections of this Agreement until the earlier of(i)the date upon which the Company <br /> provides documentation satisfactory to the County verifying that the Company has met all <br /> requirements of the surviving sections of this Agreement or(ii) for up to one year from the date <br /> of automatic termination in order for the County to determine, in its sole discretion,whether the <br /> Company has met all requirements of the surviving sections of this Agreement. <br /> Page 8 of 17 <br />