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<br />court upholding thiS Agreement, whichever occurs later, and excepting the
<br />parties' respective rights and obligations under this Agreement; Developer, on
<br />behalf of itself and Developer's partners officers, directors, employees,
<br />agents, attorneys and consultants, hereby release Cabarrus County and Cabarrus
<br />County board members, officials, employees, agents, attorneys and consultants,
<br />from and against any and all claims, demands, liabilities, costs, expenses of
<br />whatever nature, whether known or unknown, and whether liquidated .or
<br />contingent, arising on or before the date of this Agreement in connection with
<br />the application, processing or approval of the Brookeside (Name to be changed)
<br />Project.
<br />
<br />4.6 State and Federal Law. The parties agree, intend and understand that the
<br />obligations imposed by this Agreement are only such as are consistent with
<br />state and federal law. The parties further agree that if any provision of this
<br />Agreement becomes, in its performance, inconsistent with state or federal law
<br />or is declared invalid, this Agreement shall be deemed amended to the extent
<br />necessary to make it consistent with state or federal law, as the .case may be,
<br />and the balance of the Agreement shall remain in full force and effect.
<br />
<br />4.7 Enforcement. The parties to this Agreement recognize that, in addition
<br />to other remedies that may be available, Cabarrus County has the right to
<br />enforce its rules, policies, regulations, ordinances, and the terms of this
<br />Agreement by seeking an injunction to compel compliance with the terms of this
<br />Agreement. In the event .that Developer or any user on the subject property
<br />violates the rules, policies, regulations or ordinances of Cabarrus County or
<br />violates the terms of this Agreement, Cabarrus County may, without seeking an
<br />injunction and after ten (10) days' notice to correct the violation, take .such.
<br />actions as shall be deemed appropriate under law until such conditions have
<br />been honored by the Developer. Cabarrus County shall be free from any liability
<br />arising out of the exercise of its rights under this paragraph.
<br />
<br />4.8 No Waiver. Failure of a party hereto to exercise any right hereunder
<br />shall not be deemed a waiver of any such right and shall not affect the right
<br />of such party to exercise at some future .time said right or any.other right it
<br />may have hereunder. No officer ,official or agent of. Cabarrus County has the
<br />power to amend, modify or alter this Agreement or waive any of its conditions
<br />as to bind Cabarrus.County by making any promise or representation not
<br />contained herein.
<br />
<br />4.9 Entire Agreement. This Agreement constitutes the entire agreement
<br />between the parties and supersedes all prior agreements, whether oral or
<br />written, covering the same SUbject matter. This Agreement may not be modified
<br />or amended except in writing mutually agreed to and accepted by both parties to
<br />this Agreement.
<br />
<br />4.10 Attorneys Fees. Should any party hereto employ an attorney for the
<br />purpose of enforcing this Agreement, or any judgment based on this Agreement,
<br />for any reason or in any legal proceeding whatsoever, including insolvency,
<br />bankruptcy, arbitration, declaratory relief or other litigation, including.
<br />appeals or rehearings, and whether or not an action has actually commenced,
<br />each party shall be responsible for their own attorneys' fees and all costs and
<br />expenses, unless any judgment or final'order be issued in that proceeding,
<br />specifying otherwise.
<br />
<br />4.11 Notices. All notices hereunder shall be given in writing by certified
<br />mail, postage prepaid, at the following addresses:
<br />
<br />Cabarrus county, P.O. Box 707, Concord, North Carolina 28026-0707
<br />
<br />Developer: Touche, LLC,Post Office Box 475 Harrisburg NC 28075
<br />
<br />4.12 Applicable Law. This Agreement is entered into under and pursuant to,
<br />and is to be construed and enforceable in accordance with, the laws of the
<br />State of North Carolina.
<br />
<br />4.13 Execution of Agreement. This Agreement may be executed in multiple parts
<br />as originals or by lacsimile copies of executed originals; provided, however,
<br />if executed and evidence of execution is made by facsimile copy, then an
<br />original shall be provided to the other party within seven (7) days of receipt
<br />of said facsimile copy.
<br />
<br />4.14 Hold Harmless. Developer agrees to and shall hold Cabarrus County, its,
<br />officers, agents, employees, consultants, special counsel and representatives
<br />harmless from liability: (1) for damages, just compensation, restitution
<br />
<br />i
<br />II."
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