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ARTICLE 12 COVENANTS AND REPRESENTATIONS; INDEMNIFICATION <br />12.1 Owner's Covenants and Representations. Owner makes the following <br />covenants and representations to Manager, which covenants, and representations shall, <br />unless otherwise stated herein, survive the execution and delivery of this Agreement: <br />(a) Owner's Status. Owner is a county government duly organized, validly <br />existing, and in good standing under the laws of the State of North Carolina with full <br />power and authority to enter into this Agreement and execute all documents required <br />hereunder. <br />(b) Authorization. The making, execution, delivery, and performance <br />of this Agreement by Owner has been duly authorized and approved by requisite action <br />and this Agreement has been duly executed and delivered by Owner and constitutes a <br />valid and binding obligation of Owner, enforceable in accordance with its terms and <br />applicable laws. <br />(c) Documentation. If reasonably necessary to carry out the intent <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 />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 />(a) Corporate Status. Manager is a _______________ duly organized, <br />validly existing, and in good standing under the laws of the State of North Carolina or is <br />a corporation organized under the laws of the State of _________ and is registered with the <br />North Carolina Secretary of State and authorized to transact business throughout the <br />United States with full corporate power to enter into this Agreement and execute all <br />documents required hereunder. <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 board of directors 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 />(c) Effect of Agreement. To Manager's best knowledge, without duty <br />of inquiry, neither the execution and delivery of this Agreement by Manager nor Manager's <br />performance of any obligation hereunder (i) will constitute a violation of any law, ruling, <br />regulation, or order to which Manager is subject; or (ii) shall constitute a default of any <br />term or provision or shall cause an acceleration of the performance required under any <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE