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or operations of the Company or the Facility , or (b) the transactions contemplated by or <br /> relating to this Agreement, insofar as such matters relate to events subject to the control of <br /> the Company and not the County . It is the intent of this section that the Company will <br /> indemnify the County to the maximum extent authorized by law , in such circumstances as <br /> described in subsections (a) and (b) of this Section . The indemnification arising under this <br /> Section shall survive the Agreement' s termination . <br /> 11 . TERMINATION <br /> A . COMPANY : Upon Company ' s meeting its Employment and Investment obligations as set <br /> out in Section 2 above and upon Company ' s certification to such and certification of the <br /> payment of all real and Personal Property taxes, as set out in Section 5 above , then upon the <br /> occurrence of any of the following events , the Company shall have the option of terminating <br /> this Agreement : Failure of the County, to provide the initial inducement installment as <br /> provided in Section 3 of this Agreement ; or, under the same circumstances , failure of the <br /> County to snake future inducement installments , as provided for in Section 3 of this <br /> Agreement . Subject to Section 2 . E . , should the Company exercise its option to terminate this <br /> Agreement, pursuant for failure by the County to provide inducement installments , the Company <br /> shall be entitled to retain all funds paid to or for the benefit of the Company pursuant to this <br /> E <br /> Agreement . Should the Company terminate this Agreement for any reason other than the <br /> default by the County to provide for any inducement installment to the Company, the <br /> Company shall repay to the County all funds paid to or for the benefit of the Company <br /> pursuant to this Agreement . Thereafter, the County shall have no further obligation to make <br /> inducement installments annually or otherwise . Any such termination of this Agreement by the <br /> Company shall be in writing and shall meet notice requirements as set out herein . <br /> B . COUNTY : The County shall have the option of terminating this Agreement upon any <br /> Abandonment of Operations by the Company , without penalty or further obligation to the <br /> County , which option shall be executed by giving written notice to the Company . <br /> Abandonment of Operations shall be defined as a period in excess of ninety ( 90) days during <br /> which the Company' s level of Full Time Equivalent Employees or Direct Investment goes <br /> below thirty percent (30%) of the guaranteed minimum levels of performance commitments for <br /> either Full Time Equivalent Employees or Direct Investment as reflected in Section 2 above . <br /> Notwithstanding the foregoing, if the aforesaid decline in the number of full time equivalent <br /> employees or the Company ' s failure to make the required direct investments is attributable to an <br /> overall national economic decline (as such may be recognized by the National Bureau of <br /> Economic Research) , this shall not be deemed an abandonment of operations entitling the <br /> County to terminate this Agreement, and the Company shall not be deemed in default . In such <br /> event, the Company ' s and the County ' s obligations shall be suspended for one year and resume <br /> thereafter. If after one year the aforesaid decline continues the County may declare an <br /> Abandonment of Operations and proceed as set forth herein . <br /> C . NATURAL : In any event, the above terms notwithstanding, this Agreement shall <br /> terminate upon the 301h day of June of the year in which the final financial inducement <br /> installment is made . F <br /> i <br /> 3 <br /> I <br /> I <br /> I <br /> 3 <br />