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10 <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 /> 12. Representations and Warranties: <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 /> 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 Project(s) listed in the attached Exhibit A are not debt funded unless otherwise <br /> approved in accordance with the Orange County Transit Interlocal Agreement and <br /> supporting Financial Policies & Procedures. <br /> 13. Mercier 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 /> communications, representations or agreements, either oral or written between the Parties <br /> hereto with respect to the subject matter hereof. <br /> Notwithstanding the foregoing, in the event of any inconsistency or conflict between this <br /> Agreement and the Comprehensive Participation Agreement or the Governance ILA, the <br /> terms of the Comprehensive Participation Agreement and Governance ILA have <br /> precedence. <br /> 8 <br /> Global Agreement for Transit Capital Infrastructure <br /> Go Triangle, FY2025 <br /> Contract#YY-XXX <br />