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actions to implement and maintain this Agreement: that the City's representations, covenants and <br />agreements are subject to and contingent upon the compliance with and completion of applicable <br />statutory and administrative procedures, including, without limitation, any applicable public <br />notice and public hearing requirements and any appeal rights, and that the University's <br />representations, covenants and agreements are subject to and contingent upon obtaining all <br />necessary approvals and consents. <br />SECTION 5: General Provisions. <br />a. Time of Essence. Time is of the essence of this Agreement. The parties <br />will make every reasonable effort to expedite the subject matter hereof. <br />b. Amendment. This Agreement may be amended only by the consent of all <br />of the parties to this Agreement, and by the adoption of an ordinance <br />and /or resolution of the City, if required by law, and by the execution of <br />such amendment by the parties to this Agreement or their successors in <br />interest. <br />C. No Other Agreement. Except as otherwise expressly provided herein, this <br />Agreement supersedes all prior agreements, negotiations and discussions <br />relative to the subject matter hereof, all of which shall be without further <br />force or effect. <br />d. Successors and Assigns. The University shall have the right to assign its <br />interest under this Agreement with the consent of the City, which consent <br />shall not be unreasonably withheld. This Agreement shall be binding <br />upon, inure to the benefit of and be enforceable by the University and the <br />City and any successors and permitted assigns. <br />e. Severability. If any one or more of the covenants or agreements provided <br />in this Agreement on the part of any party should be determined by a court <br />of competent jurisdiction to be contrary to law, such covenants and <br />agreements shall be null and void and shall be deemed separate from the <br />remaining covenants and agreements herein contained and shall in no way <br />affect the validity of the remaining provisions of this Agreement. <br />f. Costs and expenses. The parties shall each bear their own costs and <br />expenses with respect to this Agreement, including, without limitation, the <br />fees and expenses of their respective legal counsel and financial advisors. <br />g. Governing Law. This Agreement shall be construed in accordance with <br />the laws of the State of Indiana. <br />h. Notice. All notices and requests required pursuant to this Agreement shall <br />be sent as follows: <br />3 <br />