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3 <br />any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or <br />unenforceable, the remainder of the provisions of this Agreement will remain in full force and <br />effect and will in no way be affected, impaired, or invalidated. <br /> <br />8. Assignment. The Organization may not assign this Agreement or any of its rights <br />hereunder, in whole or in part, without the prior written consent of the City. In the event the <br />Organization wishes to obtain the City’s consent regarding a proposed assignment of this <br />Agreement, the City may request and the Organization will provide any and all information <br />reasonably demanded by the City in connection with the proposed assignment and/or the proposed <br />assignee. <br /> <br />9. Governing Law; Venue. This Agreement will be governed by and construed in <br />accordance with the laws of the State of Indiana. Venue for any action concerning this Agreement <br />will be in the courts of St. Joseph County, Indiana. <br /> <br />10. Recitals and Exhibits. The above recitals and the attached exhibits are hereby <br />incorporated into this Agreement. <br /> <br />11. Authority; Counterparts. Each undersigned person signing and delivering this <br />Agreement on behalf of the Parties, respectively, represents and warrants that he or she is duly <br />authorized and fully empowered to sign and deliver this Agreement. The Parties may execute this <br />Agreement in separate counterparts, which taken together will constitute one original document. <br />An electronically transmitted copy of a signature will be regarded as an original signature. <br /> <br />[Signature page follows.] <br />