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

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Bev 23 iu; 7.11 This Agreenent constitutzs a legally enforceable contract and shall be governed and construed in accordance N� itn the laws of the State of North Carolina. The parties agree and submit, solely for matters concerning this Agreement. to the exclusive jut isdiction cattle courts of North Carolina and agree, solely for such purpose, that the only venue for any legal proceedings shall be Wake County, North Carolina. The place of this Agreement, and all transactions and agreements relating to it, and their sites and forum, shall be Wake County, North Carolina, where all matters, whether sounding in contract or tort, relating to its validity, construction, interpretation, and enforcement, shall be determined. 1 12 The patties agree that the State of North Carolina Deparnnent of Commerce is a third party beneficiary of this Agreement and may, at its option enforce the terns of this Agreement or appear as a party in any litigation concerning it. 7.13 The Cunnpany shall comply with ull applicable federal, state, and local laws and regulations. If a the Company fails to compl with any late or regulation applicable to it, the Secretary of DOC may, in his sole discretion, terminate the g rant and declare that no future Crant disbursement shall be due and payable andim require to reimburse DOC all or pan of any Grant funds previously disbursed following the date of any such violation. 7.14 Failure of the Applicant or DOC at any time to require performance of any term or provision of this Agreement shall in no manncy afct fe the rights of the Applicant or DOC at a later date to enforce the same or to enforce any future compliance with or performance of any of the terms or provisions hereof, No waiver of the Applicant or DOC of any condition or die breach of any tern, provision or representation contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver o f IM such condition or of the breach of that or any other tern, provision or representation. 7 15 The Company is encouraged to milize the services of North Carolina small businesses and minority, female, and disabled contractors to offer positions in connection with the project to North Carolina residents, and to use the North Carolina state ports when reasonable and commercially practicable_ 7.Iti In addition to any rights and remedies provided to Applicant and DOC by law, DOC has the right, without prior notice to Company, any such notice being expressly waived by Company to the extent permitted by applicable law, upon the occurrence of any event herein which Would result in the Company's obligation to repay sonic or all of Grant monies disbursed hereunder (includin Without limitation Section 3, 4 and s hereot), to set -off and apply against . any amounts due hereunder, any amount owing Goo DOC to Company. In particular, the DOC shall apply this right of setof7to reduce any amounts for which the Company may be eligible under its CEDA, by the amount of repayment due under this Agreemenl. 7 1 Phis Grant award shall termin and be null and void on Dec ember 15.. 2010, if b y that date the Company has not delivered buck to the DOC two originals of this Aurceme ht duly executed by an authorized officer of the Company, and attested in the manner provided below. This Grant is also subject to the requirement that the Applica rt deliver to the DOC ono original each of the LGGA Rod th A duly exe•r ted by un authorized official of the Applicant within sixty (60) calendar days fnllowino the date on which Ilse DOC sends these agreements to the Applicant IN WITNESS WHEREOF, the Company, the Related Member, and the Applicant have executed this Agreement, intended to be under seal, effecove as of the day and year first written above. 7- Cotivpf lar lrx.; /.¢e C - ourlr Owe tP'ri Ih ( al olma ) fiord aoraemenr (S 5-'016)