Property Transfer Agreement - 36 Lots to Support LIH Tax Credit – Advantix Development Corp.

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5 10. Entire Agreement; Severability. This Agreement embodies the entire agreement between the Parties and supersedes all prior discussions, understandings, or agreements between the Parties concerning the transaction contemplated in this Agreement, whether written or oral. 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 will remain in full force and effect and will in no way be affected, impaired, or invalidated. Default. If Advantix defaults under this Agreement, the City shall re-enter and take possession of the Properties and to terminate and revest in the City the estate conveyed to Advantix at Closing and all of Advantix’s rights and interests in the Properties without offset or compensation for the value of any improvements made by Advantix. In the event City pursues legal action (including arbitration) to enforce or interpret this Agreement, Advantix shall pay City’s reasonable attorneys’ fees and other costs and expenses (including expert witness fees). 11. Assignment. Advantix may not assign this Agreement or any of its rights hereunder, in whole or in part, without the prior written consent of the City. In the event the Advantix wishes to obtain the City’s consent regarding a proposed assignment of this Agreement, the City may request and Advantix will provide any and all information reasonably demanded by the City in connection with the proposed assignment and/or the proposed assignee. 12. Dispute Resolution; Waiver of Jury Trail. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an alternative method of dispute resolution. The Parties acknowledge that disputes arising under this Agreement are likely to be complex and they desire to streamline and minimize the cost of resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this Agreement. This waiver applies to all claims against all parties to such actions and proceedings. This waiver is knowingly, intentionally, and voluntarily made by both Parties. 13. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana. Venue for any action concerning this Agreement will be in the courts of St. Joseph County, Indiana. 14. Recitals and Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 15. Authority; Counterparts. Each undersigned person signing and delivering this Agreement on behalf of the Parties, respectively, represents and warrants that he or she is duly authorized and fully empowered to sign and deliver this Agreement. The Parties may execute this Agreement in separate counterparts, which taken together will constitute one original document. An electronically transmitted copy of a signature will be regarded as an original signature.