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11. Assignment <br />This Agreement may not be assigned by Owner, including through a Change in Control <br />event, without the express written consent of the City which shall not be unreasonably withheld. <br />A Change in Control event shall mean either (a) the merger of Owner into or with an unrelated <br />third party entity, (b) a transaction or series of related transactions in which a third party becomes <br />the beneficial owner of fifty percent (50%) or more of the membership units of Owner, or (c) the <br />sale of all or substantially all of the assets of Owner. A violation of this Section 11 shall be a <br />material breach of this Agreement. <br />12. 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 />13. 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 />14. 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 /> <br />