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4 <br /> <br />b) This Agreement may be modified only by the written mutual consent of the <br />authorized representative of the Parties. <br />c) This Agreement shall be construed and governed according to the laws of the State <br />of Indiana, and any disputes arising hereunder that cannot be resolved amicably as <br />set forth herein shall be resolved exclusively in the State or Federal Courts seated in <br />St. Joseph County, Indiana. <br /> <br />d) This Agreement shall be binding upon, and inure to the benefit of, the parties hereto <br />and their respective successors in interest and assigns. <br /> <br />e) In the event of any litigation, mediation, or arbitration among the Parties regarding <br />an alleged breach of this Agreement, no party shall be entitled to any award of <br />attorney’s fees. SBYH and American Arena agree to indemnify and hold the City, <br />its officers, employees and designees, harmless from and against any third party <br />claim or any potential claim which either SBYH or American Arena may have <br />against one another stemming from the American Contract. <br /> <br />f) Each undersigned person executing and delivering this Agreement on behalf of a <br />party represents and certifies that he or she is the duly authorized officer or <br />representative of such party, that he or she has been fully empowered to execute and <br />deliver this Agreement on behalf of such party, and that all necessary action to <br />execute and deliver this Agreement has been taken by such party. <br /> <br />g) Nothing in this Agreement, express or implied, is intended or shall be construed to <br />confer upon any person, firm, or corporation other than the Parties hereto and their <br />respective successors or assigns, any remedy or claim under or by reason of this <br />Agreement or any term, covenant, or condition hereof, as third-party beneficiaries <br />or otherwise, and all of the terms, covenants, and conditions hereof shall be for the <br />sole and exclusive benefit of the parties herein. <br /> <br />h) This document contains all of the agreements between the Parties and supersedes all <br />prior negotiations, representations, or agreements, either written or oral. <br /> <br />i) If any provision of this Agreement is found by any court of competent jurisdiction <br />to be illegal, invalid, or unenforceable, the remainder of this Agreement will not be <br />affected thereby, and in lieu of any provision that is found to be illegal, invalid, or <br />unenforceable, there will be added as part of this Agreement a provision as similar <br />to such illegal, invalid, or unenforceable provision as may be possible and be legal, <br />valid, and enforceable.