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35 <br />APPROVED 12/05/05 <br />into and perform its obligations hereunder, and (ii) this Agreement has been duly executed and <br />delivered by the County and constitutes a valid and binding obligation of the County, <br />enforceable in accordance with its terms, except as such enforceability may be limited by <br />bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by <br />general equitable principles. <br />b) RFP represents and warrants to the County the following: (i) all required <br />approvals have been obtained, and RFP has full legal right, power and authority. to enter into and <br />perform its obligations hereunder, and (ii) this Agreement has been duly executed and delivered <br />by RFP and constitutes a valid and binding obligation of RFP, enforceable in accordance with its <br />terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or <br />similar laws affecting creditors' rights generally or by general equitable principles. <br />13.15 No Representation as to Operation Results. The County recognizes that Operating <br />Revenues for the Facility are incapable of being estimated with.reasonable certainty given that <br />the recreation industry as a whole fluctuates based upon general economic conditions, current <br />trends in recreation, available income of patrons, competitive facilities, and a variety of rapidly <br />changing factors beyond the control of RFP. RFP has made no and disclaims any purported or <br />actual representation or warranty as to the results which can be expected from the ownership and <br />operation of the Facility including, without limitation, the Operating Revenues, or Operating <br />Expenses or the accuracy of its projections and estimates thereof. The County recognizes and <br />accepts that all budgets and projections represent RFD's estimate of the expected expenditures <br />and revenues and that RFP is in no way responsible or liable if the actual expenditures and <br />revenues are more or less than that projected (unless and only to the extent such situation is the <br />result of a breach of this Agreement by RFP). <br />13.16 Governing Law: Consent to Venue and Jurisdiction. <br />This Agreement will be governed by and construed in accordance with the <br />internal laws of the State of North Carolina, without giving effect to otherwise applicable <br />pruicip es of conflicts <br />11 <br />of law. Tl a parties hereby expressly agree that this Agreement is made <br />and is to be performed solely in Orange County, North Carolina, and hereby consent to the <br />subject matter and personal jurisdiction of the North Carolina state courts sitting in Orange <br />County, North Carolina and to venue in Orange County, North Carolina.. <br />SIGNATURES ARE ON T E FOLLOWING PAGE. <br />33