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Docusign Envelope ID : 177AA06A-30B442FF-A85A-78B5A7C51DBE
<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 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 /> ( 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 /> ( c) Effect of Agreement . N either the execution and delivery of this
<br /> Agreement by Manager nor Manager's performance of any obligation hereunder ( 1 ) 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 /> (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 /> 12 . 3 Indemnification .
<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 : ( 1 )
<br /> ANY MATERIAL DEFAULT OR BREACH BY MANAGER OF ITS OBLIGATIONS
<br /> SPECIFIED HEREIN ; ( II ) ANY CLAIM AGAINST MANAGER RELATED IN ANYWAY TO
<br /> MANAGER ' S MANAGEMENT OF THE FACILITY ; ( 111 ) ANY CLAIM AGAINST OWNER,
<br /> ITS OFFICIALS , DIRECTORS , OFFICERS , EMPLOYEES , AGENTS , SUCCESSORS ,
<br /> AND ASSIGNS RELATED TO MANAGER ' S MANAGEMENT OF THE FACILITY ; AND
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