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(c) The Parties agree that none of the Parties may assign their obligations <br /> under this Agreement to any other entity without the prior written consent of the <br /> remaining Parties,which consent will not be unreasonably withheld. <br /> (d) The Foundation acknowledges that IND.CODE § 5-14-1.5 (the"Open Door <br /> Law") and IND. CODE § 5-14-3 (the "Access to Public Records Law") apply to <br /> governmental entities, including the Public Library, the City and the Commission, and <br /> the Open Door Law and the Access to Public Records Law may require disclosure of this <br /> Agreement and its Exhibits. Accordingly, the Foundation agrees and understands that <br /> any proprietary or confidential information should be withheld from a governmental <br /> entity, or designated as "confidential" in accordance with the Access to Public Records <br /> Law, unless specifically and reasonably requested by that governmental entity in order <br /> for that governmental entity to complete its commitments under this Agreement. <br /> (e) The representations, covenants and agreements of the Parties are subject to <br /> and contingent upon the mutual performance by the Parties hereunder. The Parties <br /> acknowledge and agree that the Parties are entering into this Agreement in reliance upon <br /> the respective covenants, agreements and representations of all of the other Parties. <br /> (f) If any one or more of the covenants or agreements provided in this <br /> Agreement on the part of any Party should be determined by a court of competent <br /> jurisdiction to be contrary to law, such covenants and agreements shall be null and void <br /> and shall be deemed separate from the remaining covenants and agreements herein <br /> contained and shall in no way affect the validity of the remaining provisions of this <br /> Agreement. <br /> (g) This Agreement and all transactions contemplated hereby shall be <br /> governed by, construed in accordance with, and enforced under the laws of the State of <br /> Indiana, notwithstanding its choice of law rules to the contrary or any other state's choice <br /> of law rules. <br /> (h) This Agreement may be executed in several counterparts, all or any of <br /> which shall be regarded for all purposes as one original and shall constitute and be one <br /> and the same instrument. <br /> (i) This Agreement shall be binding upon, inure to the benefit of and be <br /> enforceable by the Parties and their respective successors and permitted assigns. <br /> (j) Any covenant or agreement contained in this Agreement between any <br /> Party and any other Party may be amended only by a written instrument executed by the <br /> Parties impacted. Any condition precedent to any Party's obligations hereunder may be <br /> waived in writing by such Party. <br /> (k) All Exhibits attached hereto are incorporated herein by reference. <br /> (1) This Agreement and the Exhibits hereto contain the entire understanding <br /> of the Parties and this Agreement supersedes all prior agreements and understandings, <br /> oral and written, with respect to this subject matter. <br /> - 8 - <br />