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becomes the beneficial owner of fifty percent (50%) or more of the membership units of Owner, <br />or (c) the sale of all or substantially all of the assets of Owner. A violation of this Section 9 shall <br />be a material breach of this Agreement. <br />10. Material Breach <br />The parties agree that a material breach of this Agreement by Owner would have a material <br />adverse effect upon the City. In the event of a breach by Owner of any of its obligations hereunder, <br />the Owner shall cure such breach, if curable, within seven (7) days after written notice thereof <br />from the City. Upon the failure by the Owner to cure any such breach, or if the breach is material <br />and incurable, the City may immediately terminate this Agreement and call on the performance <br />bond. <br />11. Governing Law and Jurisdiction <br />This Agreement shall be construed and interpreted according to the laws of the State of <br />Indiana and shall be enforced in any court of competent jurisdiction in St. Joseph County, Indiana. <br />12. Severability <br />Wherever possible, each provision of this Agreement shall be interpreted in such manner <br />as to be effective and valid under applicable law, but if any provision of this Agreement shall be <br />prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent <br />of such prohibition or invalidity, without invalidating the remainder of such provision or the <br />remaining provisions of this Agreement. <br />13. Waiver <br />No provision of this Agreement will be deemed waived, unless such waiver will be in <br />writing and signed by the party against which the waiver is sought to be enforced. The waiver will <br />