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10 <br />8.9 Governing Law. This Agreement is governed by and construed in accordance with <br />the laws of the State of Indiana. <br />8.10 Authority. Each undersigned person executing and delivering this Agreement on <br />behalf of a Party represents and certifies that he or she is the duly authorized officer or <br />representative of such Party, that he or she has been fully empowered to execute and deliver this <br />Agreement on behalf of such Party, and that all necessary action to execute and deliver this <br />Agreement has been taken by such Party. <br />8.11 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is <br />intended or shall be construed to confer upon any person, firm, or corporation other than the Parties <br />hereto and their respective successors or assigns, any remedy or claim under or by reason of this <br />Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise, <br />and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of <br />the Parties herein. <br />8.12 Assignment. The Developer’s rights under this Agreement shall be personal to the <br />Developer and shall not run with the land. The Developer may not assign its rights or obligations <br />under this Agreement to any third party without obtaining the Commission’s prior written consent <br />to such assignment, which the Commission may give or withhold in its sole discretion. In the <br />event the Developer seeks the Commission’s consent to any such assignment, the Developer shall <br />provide to the Commission all relevant information concerning the identities of the persons or <br />entities proposed to be involved in and an explanation of the purposes for the proposed <br />assignment(s). <br />8.13 Further Assurances. The Parties agree that they will each undertake in good faith, <br />as permitted by law, any action and execute and deliver any document reasonably required to carry <br />out the intents and purposes of this Agreement. <br />8.14 Exhibits. All exhibits described herein and attached hereto are incorporated into <br />this Agreement by reference. <br />8.15 Entire Agreement. No representation, promise, or inducement not included in this <br />Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except <br />by mutual agreement of the Parties set forth in a written instrument signed by the Parties’ <br />authorized representatives. <br />8.16 Time. Time is of the essence of this Agreement. <br />8.17 Limitation of Liability. Notwithstanding anything contained herein to the <br />contrary, the Parties hereby agree that (i) the obligations of the Developer hereunder shall not be <br />recourse to the members, partners, shareholders, agents or employees of the Developer; (ii) no <br />punitive, special, speculative, loss of profit or consequential damages shall be awarded in any suit, <br />action or other proceeding arising out of or based upon this Agreement or the subject matter hereof, <br />except as expressly provided in this Agreement, including any liquidated damages or repayment <br />obligations; (iii) the Developer shall not be liable to the extent any liability hereunder arose from <br />the fraud, gross negligence or willful misconduct of the City, Commission or any of their agents