2011 - 01-31-2011 Reg. Adj. Meeting

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©CV 23 PAL.. Agreement. the Applicant or the Secretary of DOC may in its or his discretion declare this Agreement to be in default, withhold payments for or under this Agreement or the LGGA, andlor require reimbursement of all or any portion of Grant funds previously paid. Prior to taking such action, the Applicant or the Secretary of DOC will endeavor to comnumicate with the Company to discuss the circumstances and the actions being contemplated. ?A To the e.ctcnt anv information or documents gathered by or provided to the Applicant or the DOC would be re.arded as confidential or not subject to disclosure under federal imt or the North Carolina General Statutes No include. without limitation, N.C. Gen. Stat. §§ 132 -1 etseq.. commonly referred m as the `Public Records Act"). the Company shall clearly identify and mark them as such and that information will, to the extent allowed by law, be treated as confidential and not subject to disclosure by the Applicant and DOC and their authorized representatives. The Company has read and understands North Carolina's laws regarding the treatment of public records and confidential information, and their application to economic development projects, including without limitation, those provisions set forth in Exhibit A. T3 Notwithstanding anything herein to the contrary, the parties hereto acknowledge the due execution of the LGGA and agree that any conflict between the provisions, requirements, duties, or obligations of this Agreement and the LGGA shall be resolved in favor of the LGGA. The parties further agree that any conflict between the provisions, requirements, duties, or obligations of this Agiecman and any poaratn documentation for this Grant other than the LGGA shall be resolved in favor of this Agreement- !.6 The Company acknowledges that none of the "North Carolina operations owned by the Connpanv or a related entity or affiliate shall be curtailed as a result of the Grant. 7.7 The Company shall perform and abide by all commitments identified in the Application. "f he Company affirm the commitments made in the Application, and the commitments contained therein are incorporated herein by reference. as if set out in full. 'I parties agree that any conflict between the provisions of this Agr'centent and any conunitmcuts made in the Application shall be resolved in favor of this Agreement. 7.S 1 he representations made in the Application or as par of the application process are incorporated herein by reference and deemed by the parries to be material to this Agreement. The panics agree that any conflict between any representations contained in this Agreement and those representations contained in the Application or matte as part of the application process shall be resolved in favor of this Agreement. 7.9 If the Cumpany has an overdue tax debt owing to the State of North Caruliuu, as dcfrucd in N_C. Gen. Stat. § 105 - 243.1, no payments will be made under this Agreement or the LGGA until chat tax debt has been satisfied- If an overdue tax debt goes unsatisfied by the Company for mole than one year, this Agreement may be declared in defauh and terminated at the direction of DOC, ?, 10 The Applicant's obligation to make disbursements to the Company wider this Agreement is contingent upon the Applicant's receipt under the LGGA of the necessary disbursements from DOC. which are, in urn, coutingcut ui ipprofu lariou, alfucanuii and avai labilh, of funds for ill, Grant to DOC, 6 -- Cnrerpillar Ant C omv. Orr Nnrttr (1 Fcurd,Igreeurerrr /$. _. -- I 07