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own investigations of the Property. The Company has conducted and chosen to rely exclusively <br />on its own inspections of the Property in proceeding with this transaction to purchase the <br />Property. The Company hereby assumes any liability the Commission may have for the <br />condition of the Property, environmental or otherwise, as a result of the Commission's <br />ownership of the Property. The Company agrees to defend, indemnify, and hold harmless the <br />Commission from and against any and all damages, claims, fines or liability for injuries to <br />(including death of) persons or damage to or loss of property, real or personal, or expense in any <br />manner connected with the activities of the Company, its agents, contractors, employees <br />involving the Property. The Commission hereby represents that it has not taken any action that <br />would reasonably result in a lien or encumbrance being placed against the Property. The <br />Company further accepts that the accuracy of legal description contained at Exhibit A is not <br />warranted by the Commission or any other person. <br />7. This Agreement may not be assigned by the Commission to any other party <br />without the written consent of the Company, which consent may be withheld for any reason, <br />except in the case of an assignment to any entity of the City of South Bend or the Commission or <br />any entity in which the City of South Bend or the Commission have a controlling interest or is <br />the general partner, such consent shall not be unreasonably withheld. This Agreement may not <br />be assigned by the Company without the written consent of the Commission, which consent may <br />be withheld for any reason. <br />8. This Agreement embodies the entire agreement between the parties and cannot be <br />varied except by the written agreement of the parties. No representation, promise, or inducement <br />not included in this Agreement shall be binding upon the parties hereto. <br />9. Time is of the essence of this Agreement. <br />10. Any notice required or permitted to be delivered hereunder shall be deemed to be <br />delivered, whether or not actually received, when deposited in the United States Postal Service, <br />postage prepaid, registered or certified mail, return receipt requested, addressed to the Company <br />or the Commission, as the case may be, at the address set forth below. <br />3 <br />