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25 <br /> <br /> <br />3. Exercise of Option. Commission may exercise the Option by giving notice to the Developer <br />in writing during the Option Period in the manner provided for the giving of notices in <br />Section 10 of this Option Agreement. <br /> <br />4. Purchase Price. In the event of exercise, the Commission shall purchase from Developer <br />and Developer shall sell to the Commission, the Property for the purchase price of One <br />Dollar ($1.00), as well as any costs typically paid by the seller at closing, including but not <br />limited to taxes, closing costs, and transfer fees (the "Purchase Price"). <br /> <br />5. Purchase Agreement and Closing. If the Option is exercised, the Commission and <br />Developer will promptly negotiate the terms of a purchase agreement for the Property, <br />which shall include the Purchase Price and shall specify that the Commission shall accept <br />Property described in Exhibit 1, as-is with all faults. The Commission and its counsel shall <br />be responsible for preparing the initial draft of the purchase agreement, which will be in a <br />form customary for transactions of similar scope and significance to the Parties and, with <br />the exception of the foregoing, will include customary representations, warranties, <br />indemnities, covenants, customary conditions of closing and other customary matters. At <br />closing, Developer shall deliver a special warranty deed free and clear of all encumbrances <br />excepting and subject to all legal highways, applicable zoning ordinances, and easements <br />of record and real estate taxes and assessments prorated in accordance with local custom. <br /> <br />6. Recording of Memorandum. The Parties shall, concurrently herewith, execute, record, and <br />place of record a memorandum of this Option Agreement in the office of the County <br />Recorder of St. Joseph County, Indiana. <br /> <br />7. Governing Law and Jurisdiction. This Option Agreement will be governed by Indiana law, <br />without regard to principles of conflicts of law. Any dispute between the Parties shall be <br />heard in any court of competent jurisdiction in St. Joseph County, Indiana. <br /> <br />8. Benefit of the Parties. This Option Agreement is made solely for the benefit of the Parties, <br />and no one else shall acquire or have any right under (or by virtue of) this Option <br />Agreement. <br /> <br />9. Binding Effect and Assignment. This Option Agreement shall be binding upon and inure <br />to the benefit of the Parties and to their respective successors and assigns. The rights and <br />obligations contained in this Option Agreement shall not be assigned by either Party. <br /> <br />10. Amendment. This Option Agreement may only be amended or modified as may be agreed <br />upon in writing by all Parties. <br /> <br />11. Notices. All notices and other communications hereunder shall be in writing and shall be <br />furnished by hand delivery or by registered or certified mail to the Parties at the addresses <br />set forth below. Any such notice shall be duly given upon the date it is delivered to the <br />addresses shown below, addressed as follows: <br /> <br />If to the Commission, to: