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17 <br /> Party,however,the Parties may agree to nonbinding mediation of any dispute prior to the <br /> bringing of a claim, complaint, suit, or action. <br /> 10. INDEMNIFICATION <br /> The Company hereby agrees to indemnify,protect and save the County and its officers, <br /> directors, and employees harmless from all liability, obligations, losses, claims, damages, <br /> actions, suits,proceedings, costs and expenses, including reasonable attorneys' fees, arising <br /> out of, connected with, or resulting directly or indirectly from (a) the Company's gross <br /> negligence or intentional misconduct with regard to the business, construction, maintenance, <br /> or operations of the Company or the Facility, or(b)the transactions contemplated by or <br /> relating to this Agreement, insofar as such matters relate to events subject to the control of <br /> the Company and not the County. The indemnification arising under this Section shall <br /> survive the Agreement's termination. <br /> 11. TERMINATION <br /> A. COMPANY: Upon Company's meeting its Employment and Investment obligations asset <br /> out in Section 2 above and upon Company's certification to such and certification of the <br /> payment of all real and Personal Property taxes, as set out in Section 5 above, then upon the <br /> occurrence of any of the following events, the Company shall have the option of terminating <br /> this Agreement: Failure of the County, to provide the initial inducement installment as <br /> provided in Section 3 of this Agreement; or, under the same circumstances, failure of the <br /> County to make future inducement installments, as provided for in Section 3 of this <br /> Agreement. Subject to Section 2.E., should the Company exercise its option to terminate this <br /> Agreement,pursuant for failure by the County to provide inducement installments, the Company <br /> shall be entitled to retain all funds paid to or for the benefit of the Company pursuant to this <br /> Agreement. Should the Company terminate this Agreement for any reason other than the <br /> default by the County to provide for any inducement installment to the Company, the <br /> Company shall repay to the County all funds paid to or for the benefit of the Company <br /> pursuant to this Agreement. Thereafter,the County shall have no further obligation to make <br /> inducement installments annually or otherwise. Any such termination of this Agreement by the <br /> Company shall be in writing and shall meet notice requirements as set out herein. <br /> B. COUNTY: The County shall have the option of terminating this Agreement upon any <br /> Abandonment of Operations by the Company,without penalty or further obligation to the <br /> County, which option shall be executed by giving written notice to the Company. <br /> Abandonment of Operations shall be defined as a period in excess of ninety(90) days during <br /> which the Company's level of Full Time Equivalent Employees or Direct Investment goes <br /> below thirty percent(30%) of the guaranteed minimum levels of performance commitments for <br /> either Full Time Equivalent Employees or Direct Investment as reflected in Section 2 above. <br /> Notwithstanding the foregoing, if the aforesaid decline in the number of full time equivalent <br /> employees or the Company's failure to make the required direct investments is attributable to an <br /> overall national economic decline(as such may be recognized by the United States Bureau of <br /> Labor Statistics),this shall not be deemed an abandonment of operations entitling the County to <br /> terminate this Agreement, and the Company shall not be deemed in default. In such event,the <br /> Revised 2023 Page 8 of 18 <br /> 4863-5202-3475.v5 <br />