2013-041 Approving an Economic Incentive Agreement between the Paris Economic Development Corporation and JS Baking, LLC

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determination shall constitute a default under this Agreement, thereby entitling Paris EDC to exercise all of its remedies under this Agreement and provided to Paris EDC by law. In this regard, Skinner shall provide to Paris EDC within thirty (30) days after request from Paris EDC, their most recent annual certified financial audit statement and summarized financial records that Paris EDC shall require to confirm the uses of funds by Skinner and to verify the terms and provisions of this Agreement. E. Skinner represents that it is not involved in any bankruptcy proceedings at this time, and that it has not filed a petition in bankruptcy, nor are any such proceedings contemplated by them at this time. If Skinner shall become the subject of voluntary or involuntary bankruptcy proceedings during the term of this agreement, the same shall constitute an event of default under this Agreement and under any tax abatement agreements then in force and effect. In such event, no further incentive funds to be advanced (if any), by Paris EDC under this Agreement shall be advanced, and any obligations of Skinner to repay incentive funds already advanced to it by Paris EDC under the provisions herein shall be paid to Paris EDC within thirty (30) days after demand from Paris EDC. V. GENERAL PROVISIONS A. This Agreement sets forth the entire understanding between the parties, and any other understandings or agreements pertaining to the subject matters of this Agreement shall be superseded by this Agreement upon the date of execution hereof None of the terms of this Agreement shall be waived, discharged, altered or modified in any respect, except by an agreement in writing signed by both parties and specifically referring to this Agreement. This Agreement is performable in Lamar County, Texas, and shall be governed by, construed and enforced in accordance with the laws of the State of Texas. The provisions of this Agreement shall apply to, bind and inure to the benefit of Paris EDC and Skinner and their respective successors, and permitted assigns, if any. B. The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. Neither this Agreement, nor any interest therein, shall be assigned by Skinner without the prior written consent of Paris EDC Board of Directors. C. Venue for any actions arising under this Agreement shall lie exclusively in the courts of Lamar County, Texas, for any state court action, and in the U.S. District Court for the Eastern District of Texas for any Federal Court action. D. All representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties, pertaining to the transaction contemplated hereby shall survive the expiration of this Agreement. 8