Approving an Amendment - South Bend Central Development Area Dev Plan

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(f) 1st Source and Host acknowledge that IND. CODE § 5-14-1.5 (the "Open Door Law") and IND. CODE § 5-14-3 (the "Access to Public Records Law") apply to governmental entities (including the City and the Commission), and the Open Door Law and the Access to Public Records Law may require disclosure of this Agreement and its Exhibits. Accordingly, 1st Source and Host agree and understand that any proprietary or confidential information should be withheld from a governmental entity unless specifically and reasonably requested by that governmental entity in order for that governmental entity to complete its commitments under this Agreement. (g) The Commission hereby acknowledges and agrees that any breach by Host of its obligations hereunder that would require Host to pay the Host Claw-back Amount to the Commission shall not affect 1st Source or in any way require 1st Source to make payment of the 1st Source Claw-back Amount to the Commission, and correspondingly, no breach by 1st Source of its obligations hereunder requiring 1st Source to pay the 1st Source Claw-back Amount to the Commission will affect Host or in any way require Host to make a payment of the Host Claw-back Amount to the Commission. (h) If any one or more of the covenants or agreements provided in this Agreement on the part of any Party should be determined by a court of competent jurisdiction to be contrary to law, such covenants and agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. (i) This Agreement and all transactions contemplated hereby shall be governed by, construed in accordance with, and enforced under the laws of the State of Indiana, notwithstanding its choice of law rules to the contrary or any other state's choice of law rules. (j) This Agreement maybe executed (by facsimile, digital or other electronic means) in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. (k) This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. (1) This Agreement may be amended only by a written instrument executed by all of the Parties. Any condition precedent to any Party's obligations hereunder maybe waived only in writing by such Party. (m) All Exhibits attached hereto are incorporated herein by reference. (n) This Agreement and the Exhibits hereto contain the entire understanding of the Parties and this Agreement supersedes all prior agreements and understandings, oral and written, with respect to this subject matter. -I1-