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3 <br />The Airport Authority shall return a signed copy of this Agreement to the following <br />representative (“Commission’s Representative”): <br />Caleb Bauer <br />Executive Director <br />Department of Community Investment <br />City of South Bend <br />1400 S. County-City Building <br />227 W. Jefferson Blvd. <br />South Bend, IN 46601 <br />All the terms and conditions of this Agreement will be effective and binding upon the <br />Parties and their successors and assigns at the time the Agreement is fully signed by both <br />the Commission and the Airport Authority (the “Effective Date”). <br />3.DUE DILIGENCE <br />A.Commission’s Investigation. The Airport Authority acknowledges that the <br />Commission’s determination to accept the Airport Property requires a process of <br />investigation (“Commission’s Due Diligence”) into various matters. Therefore, the <br />Commission’s obligation to accept the transfer of the Airport Property is conditioned upon <br />the satisfactory completion, in the Commission’s discretion, of the Commission’s Due <br />Diligence, including, without limitation, the Commission’s examination, at the <br />Commission’s sole expense, of zoning and land use matters, environmental matters, real <br />property title matters, and the like, as applicable. <br />B.Airport Authority’s Investigation. The Commission acknowledges that the <br />Airport Authority’s determination to accept the Commission Property requires a process <br />of investigation (“Airport Authority’s Due Diligence”) into various matters. Therefore, the <br />Airport Authority’s obligation to accept the transfer of the Commission Property is <br />conditioned upon the satisfactory completion, in the Airport Authority’s discretion, of the <br />Airport Authority’s Due Diligence, including, without limitation, the Airport Authority’s <br />examination, at the Airport Authority’s sole expense, of zoning and land use matters, <br />environmental matters, real property title matters, and the like, as applicable. <br />C. Authorizations Granted to Commission During Due Diligence Period. The <br />Airport Authority authorizes the Commission, as of the Effective Date and continuing until <br />the end of the Due Diligence Period (as defined below), to enter upon the Airport Authority <br />Property or to cause agents to enter upon the Airport Authority Property for purposes of <br />examination; provided, however, that the Commission may not take any action upon the <br />Airport Authority Property which reduces the value thereof; and further provided that the <br />Commission shall promptly restore the Airport Authority Property to its condition prior to <br />entry, and agrees to defend, indemnify, and hold the Airport Authority harmless, before <br />and after the Closing Date, whether or not a closing occurs, and regardless of any <br />cancellations or termination of this Agreement, from any liability to any third party, loss <br />or expense incurred by the Airport Authority, including without limitation, reasonable