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9. Assignment <br /> <br />This Agreement may not be assigned by Owner, including through a Change in Control <br />event, without the express written consent of the City which such consent may be withheld for <br />any reason. A Change in Control event shall mean either (a) the merger of Owner into or with <br />an unrelated third party entity, (b) a transaction or series of related transactions in which a <br />third party becomes the beneficial owner of fifty percent (50%) or more of the membership <br />units of Owner, or (c) the sale of all or substantially all of the assets of Owner. A violation of <br />this Section 9 shall be a material breach of this Agreement. <br />10. Material Breach <br /> <br />The parties agree that a material breach of this Agreement by Owner would have a <br />material adverse effect upon the City. In the event of a breach by Owner of any of its obligations <br />hereunder, the Owner shall cure such breach, if curable, within seven (7) days after written <br />notice thereof from the City. Upon the failure by the Owner to cure any such breach, or if the <br />breach is material and incurable, the City may immediately terminate this Agreement and call <br />on the performance bond. <br />11. Governing Law and Jurisdiction <br /> <br />This Agreement shall be construed and interpreted according to the laws of the State of <br />Indiana and shall be enforced in any court of competent jurisdiction in St. Joseph County, <br />Indiana. <br />12. Severability <br /> <br />Wherever possible, each provision of this Agreement shall be interpreted in such <br />manner as to be effective and valid under applicable law, but if any provision of this Agreement <br />shall be prohibited by or invalid under applicable law, such provision shall be ineffective only