Agenda - 12-13-2022; 8-c - Proposed Eighteen-Month Extension of the State of North Carolina’s “Building Reuse Grant” Incentive for Industrial Connections & Solutions-ABB Inc.

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