Dedicated Improvements Agreement - 2413 Prairie C-Store

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reason. A Change in Control event shall mean either (a) the merger of Owner into or with an unrelated third party entity, (b) a transaction or series of related transactions in which a third party becomes the beneficial owner of fifty percent (50%) or more of the membership units of Owner, or (c) the sale of all or substantially all of the assets of Owner. A violation of this Section 9 shall be a material breach of this Agreement. 10. Material Breach The parties agree that a material breach of this Agreement by Owner would have a material adverse effect upon the City. In the event of a breach by Owner of any of its obligations hereunder, the Owner shall cure such breach, if curable, within seven (7) days after written notice thereof from the City. Upon the failure by the Owner to cure any such breach, or if the breach is material and incurable, the City may immediately terminate this Agreement and call on the performance 11. Governing Law and Jurisdiction This Agreement shall be construed and interpreted according to the laws of the State of Indiana and shall be enforced in any court of competent jurisdiction in St. Joseph County, Indiana. 12. Severability Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.