Real Estate Donation Agreement - Donating Property for the Southeast Neighborhood – United Way of St. Joseph County, Inc.

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3 (d) The terms and conditions stated in Sections 7 through 11 of this Agreement will survive Closing. (e) If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. (f) Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to accomplish the actions contemplated by this Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. (g)This Agreement was negotiated by the parties at arm’s length and each of the parties hereto has reviewed the agreement after the opportunity to consult with independent counsel. Neither party shall maintain that the language in this Agreement shall be construed against any signatory hereto. (h) No waiver by either party of any provision shall be deemed a waiver of any other provision or of any subsequent breach by either party of the same or any other provision. (i) No person other than Donor and Donee, and their permitted successors and assigns, shall have any right of action under this Agreement. (j) This Agreement contains the entire agreement between the parties concerning the donation and transfer of the Property and supersedes all prior written or oral agreements between the parties to this Agreement. No addition to or modification of any term or provision shall be effective unless in writing, signed by both Donor and Donee. (k) The captions and Section numbers of this Agreement are for convenience and in no way define or limit the scope or intent of the Sections of this Agreement. (l) This Agreement may be executed in counterparts and may be executed electronically. All counterparts shall collectively constitute a single instrument. Section 12. Notices. Any notices or other communication required or permitted under this Agreement shall be in writing, and shall be (a) personally delivered, or (b) sent by certified or registered United States mail, postage prepaid, return receipt requested, or (c) by overnight delivery by a reputable courier to the address of the party set forth in this Section. Such notice or communication shall be deemed given (i) if sent by personal delivery or by overnight courier, when delivered in person, or (ii) in the case of mailed notice, forty-eight (48) hours following deposit in the United States mail. Notice of change of address shall be given by written notice in the manner detailed in this Section. If to the Donor: City of South Bend, Indiana Board of Public Works Suite 1316 County-City Building 227 W. Jefferson Blvd. South Bend, IN 46601 Attn. Clerk With a copy to: City of South Bend, Department of Law Suite 1200S County-City Building 227 W. Jefferson Blvd.