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2-4 �I-640 <br />representations contained in the Company Application to DOC or made as part of the One North <br />Carolina Fund application process shall be resolved in favor of this CPA. <br />6.10 The recitals are an integral part of this CPA. <br />6.11 If the Company or Guarantor has an overdue tax debt owing to the State of North Carolina, as <br />defined in N.C. Gen. Slat. § 105 - 243.1, no payments will be made under this CPA or the LGGA <br />until that tax debt has been satisfied. If an overdue tax debt goes unsatisfied by the Company or <br />Guarantor for more than one year, this CPA may be declared in default and terminated at the <br />direction of DOC. <br />6.12 The Local Government's obligation to make disbursements to the Company under this CPA is <br />contingent upon the Local Government's receipt under the LGGA of the necessary disbursements <br />from DOC, which are, in turn, contingent on appropriation, allocation and availability of funds for <br />the Grant to DOC. <br />6.13 This CPA constitutes a legally enforceable contract and shall be governed and construed in <br />accordance with the laws of the State of North Carolina. The Parties agree and submit, solely for <br />matters concerning this CPA, to the exclusive jurisdiction of the courts of North Carolina and <br />agree, solely for such purpose, that the only venue for any legal proceedings shall be Wake <br />County, North Carolina. The place of this CPA, and all transactions and agreements relating to it, <br />and their situs and forum, shall be Wake County, North Carolina, where all matters, whether <br />sounding in contract or tort, relating to its validity, construction, interpretation, and enforcement, <br />shall be determined. <br />6.14 The Parties agree that the State of North Carolina Department of Commerce is a third party <br />beneficiary of this CPA and may, at its option, enforce the terms of this CPA or appear as a party <br />in any litigation concerning it. <br />6.15 The Company and Guarantor shall comply with all applicable federal, state, and local laws and <br />regulations. If the Company or Guarantor fail to comply with any law or regulation applicable to <br />them, the Secretary may, in his sole discretion, terminate the Grant and declare that no future <br />Grant disbursement shall be due and payable and /or require the Company and /or Guarantor to <br />reimburse DOC all or part of any Grant funds previously disbursed following the date of any such <br />violation. The Secretary may determine, in his sole discretion, that where the Company or <br />Guarantor is under investigation for an act involving violation of federal, state, local law or <br />regulation, Grant funds be withheld until such time as a determination of culpability or liability is <br />made, and, if the Company or Guarantor is determined to be in violation, the Grant may be <br />terminated and the Company and /or Guarantor may be required to reimburse the DOC for all or <br />part of any Grant funds previously disbursed. If such investigation is not concluded within two (2) <br />years of the Grant End Date, the DOC may terminate the Grant. <br />6.16 Failure of the Local Government or DOC at any time to require performance of any term or <br />provision of this CPA shall in no manner affect the rights of the Local Government or DOC at a <br />later date to enforce the same or to enforce any future compliance with or performance of any of <br />the terms or provisions hereof. No waiver of the Local Government or DOC of any condition or <br />the breach of any term, provision or representation contained in this CPA, whether by conduct or <br />One NC Company Petforntance Agreement <br />Zurn Industries, LLC <br />Lee County <br />9— <br />