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~o <br />respect to any prior, contemporaneous, or subsequent violation or default or with respect to any <br />continuation or repetition of the original violation or default, <br />13.1.3 Consent. Wherever the consent or approval of a party is required under the terms <br />of this Agreement, the party whose consent or approval is required shall not utrreasonably <br />withhold, condition or delay such consent or approval. <br />13.14 Certain Representations and Warranties. <br />(a) The County represents and warrants to RFP the following: (i) all required <br />approvals have been obtained, and the County has full legal right, power and authority to enter <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 maybe limited by bankruptcy, insolvency, reorganization or <br />similar laws affecting creditors' rights generally or by general equitable principles. <br />1.3,15 No Representation as to Operation Resrtlts. 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 acrd 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 RFP'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 drat projected (unless and only to the extent such situation is the <br />result of a breach of this Agreement by RFP). <br />1.3.16 GoverningLaw; 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 />principles of conflicts of law. The 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 />33 <br />