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<br />seeking to compel such party to release or disclose records, documents, or information pertaining
<br />to the Company or Guarantor, to the extent that the Company or Guarantor notified the State
<br />entity that it objects to such disclosure or release and the State defends against such release; and
<br />the Company and Guarantor shall indemnify the Local Government, DOC, and State entities and
<br />their authorized representatives for all costs associated therewith, provided that, no such
<br />indemnified party shall be obligated to take any such action.
<br />6.5 Notwithstanding anything herein to the contrary, the Parties acknowledge the due execution of the
<br />LGGA and agree that any conflict between the provisions, requirements, duties, or obligations of
<br />this CPA and the LGGA shall be resolved in favor of the LGGA. The Parties further agree that
<br />any conflict between the provisions, requirements, duties, or obligations of this CPA and any
<br />program documentation for this Grant other than the LGGA shall be resolved in favor of this CPA.
<br />6.6 The Company and Guarantor acknowledge that none of the North Carolina operations owned by
<br />the Company or Guarantor or any related entity or affiliate shall be curtailed as a result of the
<br />Project.
<br />6.7 The Company and Guarantor shall perform and abide by all commitments they made in the
<br />Company Application, except as otherwise expressly stated herein. The Company and Guarantor
<br />affirm their commitments made in the Company Application, and the commitments contained
<br />therein are incorporated herein by reference, as if set out in full. The Parties agree that any
<br />conflict between the provisions of this CPA and any commitments made in the Company
<br />Application to DOC shall be resolved in favor of this CPA.
<br />6.8 The Company and Guarantor indemnify and hold harmless the Local Government, DOC, and
<br />State entities, and their respective members, officers, directors, employees, agents and attorneys
<br />(hereinafter collectively referred to as "Indemnified Parties "), from any claims of third parties
<br />arising out of or any act or omission of the Company and /or Guarantor in connection with the
<br />performance of this CPA, and for all losses arising from implementation of this CPA. Without
<br />limiting the generality of the foregoing, the Company and Guarantor release the Indemnified
<br />Parties from, and agree that such Indemnified Parties are not liable for, and agree to indemnify and
<br />hold harmless the Indemnified Parties against, any and all liability or loss, cost or expense,
<br />including, without limitation, reasonable attorneys' fees, fines, penalties, and civil judgments,
<br />resulting from or arising out of or in connection with or pertaining to, any loss or damage to
<br />property or any injury to or death of any person occurring in connection with or on or about the
<br />Facility, or resulting from any defect in the fixtures, machinery, equipment, or other property used
<br />in connection with the Project or arising out of, pertaining to, or having any connection with, the
<br />Project or the financing thereof (whether or not arising out of acts, omissions, or negligence of the
<br />Company or Guarantor or any of their agents, contractors, servants, employees, licensees, lessees,
<br />or assignees). Each Indemnified Party is an express, third party beneficiary of the Company's and
<br />Guarantor's obligations under this Paragraph.
<br />6.9 The representations made by the Company and Guarantor in the Company Application to DOC or
<br />as part of the application process are incorporated herein by reference and deemed by the Parties
<br />to be material to this CPA. The Company and Guarantor affirm these representations.The Parties
<br />agree that any conflict between any representations contained in this CPA and those
<br />One NC Company Performance Agreement
<br />Zurn Industries, LLC
<br />Lee County
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