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<br />of this Agreement, Owner agrees to execute and provide to Manager, on or after the
<br />Effective Date, any and all other instruments, documents, conveyances, assignments,
<br />and agreements which Manager may reasonably request in connection with the operation
<br />of the Facility.
<br />
<br />12.2 Manager's Covenants and Representations. Manager makes the following
<br />covenants and representations to Owner, which covenants, and representations shall,
<br />unless otherwise stated herein, survive the execution and delivery of this Agreement:
<br />
<br />(a) Corporate Status. Manager is a corporation duly organized, validly
<br />existing, and in good standing under the laws of the State of North Carolina and is
<br />registered with the North Carolina Secretary of State and authorized to transact business
<br />throughout the United States with full corporate power to enter into this Agreement and
<br />execute all documents required hereunder.
<br />
<br />(b) Authorization. The making, execution, delivery, and performance
<br />of this Agreement by Manager has been duly authorized and approved by all requisite
<br />action of the governing authority of Manager, and this Agreement has been duly executed
<br />and delivered by Manager and constitutes a valid and binding obligation of Manager,
<br />enforceable in accordance with its terms and applicable laws.
<br />
<br />(c) Effect of Agreement. N either the execution and delivery of this
<br />Agreement by Manager nor Manager's performance of any obligation hereunder (i) will
<br />constitute a violation of any law, ruling, regulation, or order to which Manager is subject;
<br />or (ii) shall constitute a default of any term or provision or shall cause an acceleration of
<br />the performance required under any other agreement or document to which Manager is a
<br />party or is otherwise bound.
<br />
<br />(d) Manager agrees it will at all times remain in compliance with all
<br />applicable federal, state, and local laws, rules, and regulations, including
<br />Occupational Safety and Health Administration rules and regulations. Manager
<br />affirmatively states it is not a “restricted company” as that term is described in North
<br />Carolina General Statutes 147-86.58, 147-86.60, 147-86.81, and 147-86.82.
<br />
<br />12.3 Indemnification.
<br />
<br />(a) INDEMNIFICATION BY MANAGER. MANAGER AGREES TO
<br />DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OWNER AND ITS OFFICIALS,
<br />DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS
<br />AGAINST ANY CLAIMS, CAUSES OF ACTION, COSTS, EXPENSES (INCLUDING
<br />REASONABLE LEGAL FEES AND EXPENSES) LIABILITIES, OR DAMAGES
<br />SUFFERED BY THOSE PARTIES, ARISING OUT OF OR IN CONNECTION WITH: (I)
<br />ANY MATERIAL DEFAULT OR BREACH BY MANAGER OF ITS OBLIGATIONS
<br />SPECIFIED HEREIN; (II) ANY CLAIM AGAINST MANAGER RELATED IN ANY WAY TO
<br />MANAGER’S MANAGEMENT OF THE FACILITY; (III) ANY CLAIM AGAINST OWNER,
<br />ITS OFFICIALS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS,
<br />AND ASSIGNS RELATED TO MANAGER’S MANAGEMENT OF THE FACILITY; AND
<br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE
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