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028 <br />Agreement, the County may, in its discretion, declare the Company to be in <br />default of this Agreement and may withhold future payments due under this <br />Agreement and/or require reimbursement of all or any portion of the Grant <br />funds previously paid. <br />f. <br />Prior to taking the action authorized by Paragraph 7, a representative of the <br />County will endeavor to communicate with a representative of the Company <br />to discuss the circumstances and actions being contemplated. <br />g. <br />Non -Appropriations Provision. The County's obligation to make <br />disbursements to the Company under this Agreement is contingent upon <br />appropriations by the County and the availability of funds for the Grant. <br />h. <br />Jurisdiction. This Agreement constitutes a legally enforceable contract and <br />shall be governed and construed in accordance with the laws of North <br />Carolina. The parties agree and submit, solely for matters concerning this <br />Agreement, to the exclusive jurisdiction of the North Carolina General Courts <br />of Justice and agree, solely for such purposes, that the only venue for any <br />legal proceedings shall be Lee County, North Carolina. The place of this <br />Agreement and all transactions and agreements relating to it, and their situs <br />and forum, shall be in Lee County, North Carolina, where all matters, whether <br />sounding in contract or tort, or relating to its validity, construction, <br />interpretation, and enforcement shall be determined. <br />i. <br />The Company shall comply with all applicable federal, state, and local laws <br />and regulations. If the Company fails to comply with any law or regulations <br />applicable to it, the County may, in its sole discretion, terminate the <br />Agreement and declare that no future Grant disbursements shall be due and <br />payable and/or require the Company to reimburse the County all or part of any <br />Grant funds previously disbursed following the date of any such violation. <br />j. <br />Failure of the Company at any time to require performance of any term or <br />provision of this Agreement shall in no manner affect the rights of the County <br />at a later date to enforce the same or to enforce any future compliance with or <br />performance of any of the terms or provisions thereof. No waiver by the <br />County of any condition or the breach of any terms, provision, or <br />representation contained in this Agreement, whether by conduct or otherwise, <br />in any one or more instances, shall be deemed to be or construed as a further <br />or continuing waiver of any such condition or the breach of that or any other <br />term, provision, or representation. <br />k. <br />Assignment. No party shall assign any interest in or obligation under this <br />Agreement without the prior written consent of all parties. <br />1. <br />Termination. The County may terminate this Agreement without notice to the <br />Company and pursuant to the provisions of this Agreement, for failure to meet <br />the conditions of the Grant, for failure of the Project, or for violations of the <br />terms of this Agreement or any other reason for termination state herein. <br />m. <br />aw <br />Notices. Written Notice shall be given to the following representatives: <br />Manager <br />County: County <br />