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23. SEVERABILITY <br />If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, <br />void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in <br />full force and effect unless amended or modified by mutual consent of the Parties. <br />24. FURTHER ASSURANCES <br />The Parties agree that they will each undertake in good faith, as permitted by law, any action and <br />execute and deliver any document reasonably required to carry out the intents and purposes of this <br />Agreement. <br />22 ENTIRE AGREEMENT <br />This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior <br />discussions, understandings, or agreements, whether written or oral, between Seller and Buyer <br />concerning the transaction contemplated in this Agreement. <br />23. ASSIGNMENT <br />Buyer and Seller agree that this Agreement or any of Buyer's rights hereunder may not be assigned <br />by Buyer, in whole or in part, without the prior written consent of Seller. In the event Buyer wishes <br />to obtain Seller's consent regarding a proposed assignment of this Agreement, Buyer shall provide <br />any and all information reasonably demanded by Seller in connection with the proposed <br />assignment and/or the proposed assignee. <br />24. BINDING EFFECT; COUNTERPARTS; SIGNATURES <br />All the terms and conditions of this Agreement will be effective and binding upon the Parties and <br />their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and <br />Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the <br />same, when taken together, will be regarded as one original Agreement. Electronically transmitted <br />signatures will be regarded as original signatures. <br />25. AUTHORITY TO EXECUTE • EXISTENCE <br />The undersigned persons executing and delivering this Agreement on behalf of the respective <br />Parties represent and certify that they are the duly authorized representatives of each and have been <br />fully empowered to execute and deliver this Agreement and that all necessary corporate action has <br />been taken and done. Further, the undersigned representative of Buyer represents and warrants that <br />Buyer is duly organized, validly existing, and in good standing under the laws of the State of <br />Indiana. <br />26. TIME <br />Time is of the essence of this Agreement. <br />