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BOOK 23 PAGE 780
<br />12. Termination If through any cause the GRANTEE shall fail to fulfill in a timely
<br />and proper manner its obligations under this Agreement, or shall violate any of the covenants or
<br />stipulations of this Agreement, the CENTER shall thereupon have the right to terminate this
<br />Agreement by giving written notice to the GRANTEE of such termination and by specifying the
<br />effective date of termination. In such event, the CENTER shall have no responsibility to make
<br />additional payments under this contract after the date of termination. No further expenditures
<br />shall be made under this Agreement except for such work as shall have already been performed
<br />prior to the date of termination and the GRANTEE shall repay all unspent grant funds upon the
<br />demand of the CENTER.
<br />13. Liabilities and Loss The CENTER assumes no liability with respect to accidents,
<br />bodily injury, illness, breach of contract or any other damages or loss, or with respect to any
<br />claims arising out of any activities undertaken by the GRANTEE under this Agreement, whether
<br />with respect to persons or property of the GRANTEE, or third parties. The GRANTEE agrees to
<br />obtain insurance or otherwise protect itself or others as it may deem desirable. Further, the
<br />GRANTEE agrees to indemnify, defend and save harmless the CENTER and its officers, agents
<br />and employees against any liability, including costs and expenses and attorneys' fees, for the
<br />GRANTEE S violation of any proprietary right or right of privacy arising out of the publication,
<br />translation, reproduction, delivery, performance, use or disposition of any information published
<br />resulting from the work of the Pro or based on any Iibelous or other unlawful matter
<br />contained in such information. The GUNTEE also further agrees to indemnify, defend and save
<br />harmless the CENTER and its officers, agents and employees from any and all claims and losses
<br />accruing or resulting to any and all subcontractors, materialmen, laborers and any other person,
<br />firm or corporation furnishing or supplying work, services, materials or supplie s m connection
<br />with the Project and the performance of this Agreement, and from any and all cl ms and losses
<br />accru ng or resulting to any person, firm, or corporation who may be injured or damaged by the
<br />GRANTEE or its agents in the performance of the Project and this Agreement.
<br />14. Availabilitv of Funds It is understood that the CENTER'S obligation to pay any
<br />amounts under th s Agreement is contingent upon the availability and continuation of funds for
<br />such purpose. In the event that funds for this Project shall become unavailable, the CENTER may
<br />terminate this Agreement upon thirty (30) days written notice to the GRANTEE. All obligations
<br />of the CENTER to make payments under this Agreement shall cease as of the date of such
<br />termination.
<br />15. Entire Agreement This agreement supersedes all prior agreements between the
<br />CENTER and the GRANTEE, and expresses their entire understandin with respect to the
<br />transactions contemplated herein, and shall not be amended, modified or altered except pursuant
<br />to a writing signed by both the GRANTEE and the CENTER.
<br />16. GRANTEE Representations and Warranties. The GRANTEE hereby represents
<br />and warrants that:
<br />(a) The GRANTEE is duly organized and existing, and, if a corporation, is duly
<br />incorporated under the laws of the State of North Carolina.
<br />(b) The execution and delivery of this Agreement have been dulv authorized by
<br />all necessary GRANTEE action and are not in contravention of law nor in contravention of any
<br />GRANTEE certificate of authority, by laws or other applicable organizational documents of the
<br />GRANTEE, nor the provisions of any indenture agreement or undertaking to which it is a party
<br />or by which it is bound.
<br />(c) There is no action, suit proceeding, or investigation at law or in equity or
<br />before any court, public board or body pending, or to the GRANTEE'S knowled threatened
<br />against or affecting it, that could or might adversely affect the Project or any of the transactions
<br />contemplated by this Agreement or the validity or enforceability of this Agreement or the
<br />GRANTEE'S ability to discharge its obligations under this Agreement. If it is subsequently found
<br />that an action, suit proceeding, or investigation did or could threaten or affect the development
<br />Of the Project, the GRANTEE shall be liable to the CENTER for repayment of the entire amount of
<br />the grant and this Agreement may be terminated by the CENTER effective upon notice.
<br />(d) The GRANTEE shall at all times preserve its legal existence, except that the
<br />GRANTEE may merge or consolidate with or into or sell all or substantially all of its assets to anv
<br />GRANTEE that expressly undertakes, assumes for itself, and agrees in writing to be bound by all
<br />of the obligations and undertakings of the GRANTEE contained in this Agreement. if the
<br />GRANTEE so merges, consolidates or sells its assets without such an undertaking being
<br />provided, the GRANTEE agrees to repay to the CENTER the full amount of sums awarded under
<br />this contract.
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