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GoTriangle <br /> Attn : General Counsel <br /> 4600 Emperor Blvd , Suite 100 <br /> Orange , NC 27703 <br /> If to the Clerk to the SWG <br /> Orange County <br /> Attn : Nishith Trivedi <br /> 600 N NC 86 <br /> Hillsborough , NC 27278 <br /> i <br /> 12 . Representations and Warranties : <br /> i <br /> i <br /> The Parties each represent , covenant and warrant for the other' s benefit as follows : <br /> A . Each Party has all necessary power and authority to enter into this Agreement and <br /> to carry out the transactions contemplated by this Agreement , and the individuals <br /> signing this Agreement have the right and power to do so . This Agreement is a valid <br /> and binding obligation of each Party . <br /> t <br /> B . To the knowledge of each Party , neither the execution and delivery of this <br /> Agreement , nor the fulfillment of or compliance with its terms and conditions , nor the <br /> consummation of the transactions contemplated by this Agreement , results in a <br /> breach of the terms , conditions and provisions of any agreement or instrument to <br /> which a Party is bound or constitutes a default under any of the foregoing . <br /> C . To the knowledge of each Party , there is no litigation or other court or <br /> administrative proceeding pending or threatened against such Party ( or against any <br /> other person ) affecting such Party' s rights to execute or deliver this Agreement or to <br /> comply with its obligations under this Agreement . Neither such Party' s execution and <br /> delivery of this Agreement , nor its compliance with its obligations under this <br /> Agreement , requires the approval of any regulatory body or any other entity the <br /> approval of which has not been obtained . !' <br /> D . Parties agree to work together in good faith and with all due diligence to provide <br /> for and carry out the purpose of this Capital Funding Agreement . <br /> E . The Projects ) listed in the attached Exhibit A are not debt funded unless otherwise <br /> approved in accordance with the Orange County Transit Interlocal Agreement and11 <br /> supporting Financial Policies & Procedures . <br /> 13 . Merger and Precedence : <br /> The provisions of this Agreement , including all Exhibits and attachments , constitute the entire <br /> agreement by and between the Parties hereto and shall supersede all previous <br /> 8 <br /> Global Operating Agreement for Transit Capital Infrastructure <br /> Orange County, FY2025 <br /> Contract # YY-XXX <br />