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18. MEDIATION. Any claim or controversy between Purchaser and Seller arising out of or related to the transaction contemplated in this Agreement will be subject to mandatory non - binding mediation in accordance with the following alternative dispute resolution (ADR) process. In the event of a dispute, the nondefaulting party will give written notice to the other party as soon as reasonably possible after learning of the dispute —but no later than the applicable statute of limitations. The notice will set forth in specific detail the nature and extent of the dispute and damages claimed. The notice will be sent by certified mail, return receipt requested, or served personally on the breaching party. The recipient party will acknowledge receipt of the notice and respond in writing to the claim within 21 days of receipt of the written notice. If the matter is not resolved after receipt of the response, the parties will mutually agree on a date, time, and neutral location for a face -to -face settlement meeting of the parties. Such settlement meeting will be held within 21 days after the date of the recipient party's response. The purpose of the settlement meeting will be to further define the nature and extent of the dispute and to explore options for resolution. The parties will participate in such meeting in good faith. If no resolution is achieved within 14 days of the settlement meeting, the parties will submit the matter to neutral, nonbinding confidential mediation in accordance with the Commercial Rules of the American Arbitration Association. Unless otherwise agreed, the parties to the dispute will share equally in the costs of the mediation, including forum fees, expenses, and charges of the American Arbitration Association and the mediator. The mediation will be conducted in accordance with the Commercial Rules of the American Arbitration Association and mediation will take place within sixty (60) days after submission of the dispute to the American Arbitration Association or in accordance with the mediation rules of the American Arbitration Association. All parties will attend the mediation in person unless otherwise mutually agreed, and each party will have at least one person present at mediation with full settlement authority. The parties and their counsel will participate in the mediation in good faith. If the dispute is not resolved in mediation, either party may file a complaint in a court of competent jurisdiction. 19. MISCELLANEOUS. (a) Governing Law: This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Indiana and venue shall lie in St. Joseph County, Indiana. (b) Entire Agreement: This Agreement constitutes the entire, integrated agreement between the parties, and supersedes all prior written and unwritten negotiations, W