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7. This Purchase Agreement embodies the entire agreement between the parties and <br />cannot be varied except by the written agreement of the parties. No <br />representation, promise, or inducement not included in this Agreement shall be <br />binding upon the parties hereto. <br />8. All the terms and conditions of this Purchase Agreement are hereby made binding <br />on the successors and permitted assigns of both parties hereto. <br />9. City warrants and represents to Owner that it has followed all proper and <br />necessary acquisition and appropriation procedures related to the transactions <br />embodied in this Purchase Agreement and hereby promises to defend, indemnify, <br />and hold harmless Owner against any claims or demands asserted by any third <br />party related to the acts or omissions of City in connection with this Purchase <br />Agreement and the transactions described in it. <br />10. This Purchase Agreement shall be governed by and construed in accordance with <br />the laws of the State of Indiana and venue for any action shall be St. Joseph <br />County, Indiana. <br />11. This Purchase Agreement shall not be effective or binding until fully executed by <br />the parties hereto. This Purchase Agreement may be executed in counterparts. <br />12. This Purchase Agreement will survive closing. <br />13. If any provision of this Purchase Agreement is held by a court of competent <br />jurisdiction to be invalid, void or unenforceable, the remainder of the provisions <br />of this Purchase Agreement shall remain in full force and effect and shall in no <br />way be affected, impaired or invalidated. <br />14. Each party shall execute and deliver to the other all such other further instruments <br />and documents as may be reasonably necessary to accomplish the actions <br />contemplated by this Purchase Agreement and to provide and secure to the other <br />party the full and complete enjoyment of its rights and privileges hereunder. <br />15. This Purchase Agreement was negotiated by the parties at arm's length and each <br />of the parties hereto has reviewed the agreement after the opportunity to consult <br />with independent counsel. Neither party shall maintain that the language in the <br />Purchase Agreement shall be construed against any signatory hereto. <br />M <br />