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1 <br /> <br /> <br /> <br /> <br /> <br /> <br />1 <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />1 <br />of settlement) which directly or indirectly results from or arises out of any errors, <br />omissions, negligent acts or breach by Provider of any of its representations, warranties, <br />covenants or obligations in this Agreement. <br />25. County agrees to defend, indemnify and hold harmless Provider from <br />against any and all losses, judgments, claims, demands, liabil'ties, damages, costs and <br />expenses (including, but not limited to, reasonable attorne~s fees, court costs and casts <br />of settlement) which directly results from or arises out of any breach by County of any of <br />its representations, warranties, covenants or obligations in the Agreement or its acts or <br />omissions in carrying out this agreement. <br />~~a <br />26. Each party shall give the other notice in writi,'~y registered mail of the <br />existence of any such action, claim or demand giving riseaA{a c ". - for indemnity under <br />this Agreement within thirty (3t}) days of receipt of su~li-•itten~~r}~ion of a claim or <br />Iiability; provided, however, the failure to give sucll~,r~d~ice~~hall aff`~~~t~,e iddemnitor's <br />obligations hereunder only to the extent the indemriitor is materially prajiidced by such <br />failure. The indemnitor shalt not, without the;pror written consent of the ink ~hitee <br />settle or compromise any claim or consent tothe -8n . - - of ~r d ~~~ <br />..~3', ,~i°ju gment witli¢'ut the <br />consent of the other party. All mdemnificatians made=l?~the parties shall survive the <br />termination of the Agreement. _ ~~-`~~y., <br />27. Each party agrees to use~i~s <br />cooperate in the investigation, mitigation; <br />claim; to permit the cooperation and partic( <br />action; and to promptly~~iof #1}e other par <br />event or material devd3bpmen`ts;or amounts <br />mcrcially reaiio~at5le best efforts to <br />t <br />is8s~s„ettletrl,~tit of any third-party <br />of of~h~~~~gl;er parties in any such claim or <br />of the oe.rrence of any indemnified <br />:respecting any indemnified event. <br />28. In the ev~~t~~ny,~~'~rl}%.~~.#his A~ement, in consultation with counsel, <br />-~ 4 :..~...4 . <br />develops a ~o_d-#~ith con~~hat atiy'prQYj~ion of the Agreement or any activity of any <br />other pa~~- 's'in vih`f~~o~ of ~n~-applicable federal, state or local laws or any regulation, <br />order.Qx"~~--'-,~olicy issued-'t -~ any s_t~til} ~~ws, including, but not limited to, Medzcare and <br />Ii.~ ~ <br />-~ Medlca~i`~-t~ HIP~A, su ~~~ity sl~ll immediately notify the other parties, in writing, of <br />such concd~;nd the spec~~i~ aetiVlties given rise to such concern and the reasons <br />therefore. I~ -greement a~ a method for resolving such concern is not reached within <br />~;.:~~ <br />(30) days of suc „;mitten ~Qtice, the activities described in the notice will cease or be <br />appropriately alters t~-~~he concern is resolved. If the parties cannot agree on a <br />method of resolving ~~ concern, the Agreement may be terminated. <br />29. This agreement shall be interpreted according to the laws of the State of <br />North Carolina. <br />30. All notices which may be required by this Agreement or any rule of law <br />shall be effective when received by certified mail sent to the following addresses: <br />AS TO COUNTY <br />Attachment number 1 <br />F-8 <br />Page 241 of 433 <br />