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To the extent there is a conflict between this Section and any other provision of this <br /> Agreement , this Section shall have 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 Parties <br /> and their respective successors and assigns . Neither Party may assign their rights , <br /> responsibilities , or interest in this Agreement without the prior written consent of the other <br /> Party . <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 2 . A . , 2 . B . , 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 Parties <br /> to comply with Article 11A 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 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 force <br /> majeure are events or causes which are not under a Party ' s reasonable control and render the <br /> impossible . Each Party shall forthwith inform the other Parties <br /> execution of a Party ' s obligations <br /> of the occurrence of a force majeure event preventing such Party from complying with its <br /> contractual obligations . Force Majeure does not include failure of the Company to secure <br /> permitting necessary for the project to commence , continue , or proceed . <br /> 4863 -5202 -3475 .v5 <br />