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17. MISCELLANEOUS <br />(a) Survival of Agreement. The representations, warranties <br />and covenants of Airport herein contained (or in any other document <br />executed by Airport to effect the transaction herein intended) shall <br />survive the Closing and remain in force and effect thereafter. <br />(b) Agreement Binding. This Agreement shall be binding <br />upon and shall inure to the benefit of the Airport and Redevelopment <br />and their respective successors and assigns. <br />(c) Headings and Captions. The several headings and <br />captions of the Sections and Subsections used herein are for <br />convenience or reference only and shall, in no way, be deemed to <br />limit, define or restrict the substantive provisions of this <br />Agreement. <br />(d) Entire Agreement. This Agreement constitutes the <br />entire agreement of Redevelopment and Airport with respect to the <br />purchase and sale of the Airport Land superseding any prior or <br />contemporaneous agreement with respect thereto. <br />(e) Cooperation. Redevelopment and Airport shall use their <br />best efforts and shall cooperate fully with each other to carry out <br />and effectuate the purchase and sale of the Airport Land and the <br />operation and maintenance of Blackthorn in accordance herewith and <br />the satisfaction and compliance with all of the conditions and <br />requirements set forth herein. Wherever the approvals of <br />Redevelopment or Airport as herein set forth are so required, such <br />approvals shall not unreasonably be withheld. <br />(f) Authority. Redevelopment and Airport represent that <br />the individuals acting to sign this Agreement have authority to bind <br />such party and that this Agreement will constitute a valid binding <br />agreement, of the respective parties, enforceable with its terms. <br />(g) Governing Law. This Agreement and the rights of the <br />parties hereunder shall be governed by and construed in accordance <br />with the laws of the State of Indiana. <br />18. CONDITIONS TO EFFECTIVENESS OF AGREEMENT <br />This Agreement is conditioned upon the sale of the Bonds and <br />any and all approvals by any agency whatsoever necessary to proceed <br />with the sale and issuance of the Bonds and with this purchase by <br />Redevelopment. Should, for whatever reason, the Bond sale not take <br />place, and /or such approvals as are deemed necessary by Redevelopment <br />to the consummation of this purchase and /or Bond sale not be <br />forthcoming or not be forthcoming in time to comply with the terms of <br />this Agreement, this Agreement shall be of no effect and neither <br />party shall have recourse against the other party with respect to the <br />terms or intent of this Agreement. <br />-14- <br />