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3.Finalization of Agreement. To the extent that the Agreement has not been finalized, <br />the Assignor shall allow the Assignee to review and provide input on any terms and conditions <br />that have not been negotiated and agreed to in an executed Letter of Intent. <br />4.Reimbursement of Earnest Money. Within fourteen (14) days of the Assignment <br />Date, the Assignee shall reimburse the Earnest Money to the Assignor in the amount set forth in <br />the Agreement and in the manner specified by the Assignor. <br />5.Indemnification. To the extent that Assignor retains any liabilities or obligations <br />under the Agreement, the Assignee shall indemnify, defend, and hold Assignor harmless from any <br />claims, demands, or causes of action arising therefrom. In the event that Assignor receives any <br />notice of claim or action arising from the Agreement, the Assignor shall promptly notify the <br />Assignee and provide the Assignee with a copy of said notice and shall otherwise cooperate fully, <br />without incurring any unreasonable expense, with the Assignee in the defense of such claim or <br />action. <br />6.Representations and Warranties. Each party hereto hereby represents and warrants <br />to the other that it has been duly authorized to execute and deliver this Assignment and that this <br />Assignment constitutes the legal, valid, and binding obligation of such party and is enforceable <br />against such party in accordance with its terms. <br />7.Governing Law. The internal laws of the State of Indiana applicable to contracts <br />made and wholly performed therein shall govern the validity, construction, performance and effect <br />of this Assignment. <br />8.Successors and Assigns. This Assignment shall be binding upon, and inure to the <br />benefit of, the parties hereto and their respective successors in interest and assigns. <br />9.Headings. The subject headings or captions of the paragraphs in this Assignment <br />are inserted for convenience of reference only and shall not affect the meaning, construction or <br />interpretation of any provisions contained herein. All terms herein are equally applicable to both <br />the singular and plural forms of such terms. <br />10.Counterparts. This Assignment may be signed by facsimile or other electronic <br />transmission and/or in one or multiple counterparts, with each counterpart having the same force <br />and effect as if this single instrument were executed by each of the parties hereto and delivered to <br />the other party. <br />11.No Third-Party Beneficiaries. There are no third-party beneficiaries to this <br />Assignment. <br />12.Severability. If any provision of this Assignment shall be held invalid, illegal, or <br />unenforceable, the validity, legality or enforceability of the other provisions of this Assignment <br />shall not be affected thereby, and there shall be deemed substituted for the provision at issue a <br />valid, legal and enforceable provision as similar as possible to the provision at issue.