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68 <br />(including any penalties and interest) arising from the transactions contemplated by this <br />Agreement shall be paid by the University when due or collected from the University by the <br />County in accordance with applicable Law. Half (50%) of the amount of taxes, fees or other <br />charges paid by the University. pursuant to the immediately preceding sentence shall be <br />subsequently reimbursed to the University by the County by set-off against the Flare Payments. <br />In accordance with applicable Law, the County will accept a certificate or other documentation <br /> <br />as required with respect to any claim by the University that it is exempt from the payment of any <br />such taxes. To the extent applicable, the University,ap"'cI the~ounty will, at their own expense, <br />~w ~ <br />file .all necessary tax returns and other documentativ~ with respect to such taxes, and the Parties <br />~~~ ~3: ~ <br />will cooperate to the extent necessary with. respect to such~'irlas. <br />A`12~Ti~'1J~; <br />141. General. Any dispute, controver$s~y or claim that arises out of or relates to this <br />t~~~,~~ <br />Agreement (including any dispute over the exi ;.ence, validity, interpretation, pe ormance, <br />,u"~"~"'~ Fn_,ereo a "Des ute" shall be resolved in accordance with the procedures <br />breach or t~r~P ~ ( ~- ) <br />sped ~ ~,~n~ this Artie <br />as set forth'ara <br />~,,~~ <br />connection withr <br />process set forth in f <br />Le ;jpxior to any party initiating litigation regarding such Dispute, except <br />the Agreement. Each Parry shall bear its own costs incurred in <br />ution process under this Article. The entire dispute resolution <br />is a compromise negotiation. Subject to the North Carolina <br />Public Records Act and other applicable Laws, all offers, promises, conduct and statements, <br />whether oral or written, made in the course of dispute resolution by any of the Parties, their <br />agents, employees, experts and attorneys are confidential. Subject to the North Carolina Public <br />Records Act and other applicable Laws, such offers, promises, conduct and statements are <br />45 <br />{00018638.DOC 16} <br />