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interest passes by reason of death or incompetence during the term of this Agreement, the personal representative of such owner (or his or her estate) must provide the County with written notice of such event within 30 days of the owner's incompetence or death. In any or the above events, the County reserves the right, in its sole discretion, to terminate this Agreement by giving the Show thirty (30) days advance written notice and the County shall not be deemed to be in default hereunder. It is further agreed that the rights, privileges, obligations and responsibilities of the Show provided herein may not be assigned or transferred in any manner without prior written approval of County. The County has considered certain important factors in the selection of the Show, including without limitation, the following representations and warranties made by the Show hereunder by its execution of this Agreement: ('r) the Show is a valid and active New York corporation, properly authorized to do business in all territories in which it operates; (ii) the financial status of the Show is sound, including its financial ability to fulfill its indemnity obligations to the County hereunder; (iii) the safety record of the Show pertaining to the Show Attractions and its compliance with ride safety and inspections in all states and provinces where the Show has performed in the past five (5) years is outstanding; (iv) the Show represents that its personnel has satisfactorily performed services in direct contact with the public at the venues where the Show has performed in the last five (5) years; (v) the Show has an outstanding record for compliance with all applicable federal, state and local laws, rules, regulations and ordinances in locations where it has performed in the past five (5) years; and (vi) the Show has not had any involvement in any material or significant criminal and/or civil litigation during the past five (5) years. D. Termination Of Agreement. This Agreement may be terminated by either party at any time from the date of execution of this Agreement through the 2021 Fair Week in the event the other party hereto: (i) becomes unable to pay its debts as they become due; or (ii) files for bankruptcy or has filed against it an action in bankruptcy; or (iii) has a trustee or receiver appointed to oversee its operations; or (iv) defaults in its obligations hereunder or breaches the terms of this Agreement and upon receipt of written notice from the non - defaulting party, fails to correct such default within fifteen (15) of such notice. In addition, the County shall be entitled to terminate this Agreement immediately in the event either of the following occur at any time from date of execution of this Agreement through the 2021 Fair Week: (i) any representation or warranty provided by the Show hereunder proves to be false or materially misleading; or (ii) the Show becomes the subject of lawsuit alleging negligence, fraud, misconduct, and /or failure to honor a contractual obligation and such lawsuit is not dismissed as against the Show within ninety (90) days of Fling. X1. MISCELLANEOUS. A. Modifications. Any modifications to this Agreement must be in writing, signed by both parties hereto. There are no oral or other understandings between the parties with regard to the subject matter of this Agreement, and all understandings between the parties with regard to the matters set forth herein which are contained in this instrument. B. E- Verify: The Show shall comply with all requirements of Article 2 of Chapter 64 of the North Carolina General Statutes and shall require any subcontractor utilized for this contract to also comply. Attachment number 1 \n F -6 Page 95