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(b) SMG represents and wauants to the County the following: (i) all required approvals have bean obtained, and SMG has full legal right, power and authority to enter into and perform its obligations hereunder, and (ii) this Agreement has been duly executed and deliv- ered by SMG and constitutes a valid and binding ob&gation of SMG, enforoeable in accordance with its berms, except as such enforceability may be limited by banlQUptcy, insolvency, reorgani- zation or similar laws affecting creditors' rights generally or by general equitable principles. 13.15 No Representation as to Operations Results. The County recognizes that Operat- ing Revenues for the Facility are incapable of being estimated with reasonable certainty given that the entertainment industry as a whole fluctuates based upon general economic conditions, current trends in entertainment, available income of patrons, competitive facilities, and a variety of rapidly changing factors beyond the control of SMG. SMG has made ~ and disclaims any purported or actual representation or warranty as to the results which can be expected from the ownership and operation of the Facility including, without limitation, the Operating Revenues, or Operating Bxpenses or the accuracy of its projections and estimates thereof. The County recog- nizes and accepts that all budgets and projections represent SMG's estimate ofthe expected ex- penditures and revenues and that SMG is in no way responsible or liable if the actual expendi- tures and revenues are more or less than that projected (unless and only to the extent such situa- tion is the result of a breach of this Agreement by SMG). 13.16 Governing Law; Consent to Venue and Jurisdiction. This Agreement will be governed by and construed in accordance with the inter- nal laws of the State of North Carolina, without giving effect to othettvise applicable principles of conflicts of law. The parties hereby expressly ages that this Agreement is made and is to be performed solely in Cabarrus County, North Carolina, and hereby consent to the subject matter and personal jurisdiction of the North Carolina state courts sitting in Cabarrus County, North Carolina and to venue in Cabarrus County, North Carolina. SIGNATURES ARE ON THE FOLLOWING PAGE. raised cabacros sgeement v6nel ¢d.daaevisedcebam~s eg~eenuntvfinel n:d.dnc 34 C7[:3£~r3