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conveyed to Buyer at Closing and all of Buyer’s rights and interests in the Property without <br />offset or compensation for the value of any improvements made by Buyer. <br />C.In the event Seller pursues legal action (including arbitration) to enforce <br />or interpret this Agreement, Buyer shall pay Seller’s reasonable attorneys’ fees and other <br />costs and expenses (including expert witness fees). <br />11.COVENANTS OF SELLER. Between the date of this Agreement and the <br />Closing Date, Seller shall: <br />A.not, without first obtaining the written consent of Buyer, enter into any <br />leases, contracts or other agreements, nor grant or permit any rights to any other party, <br />pertaining to the Property or any portion thereof, except in relation to Seller’s performance <br />of ongoing demolition work at the Property, if any; <br />B.comply with all private and governmental laws, rules, ordinances, <br />regulations, covenants, conditions, restrictions, easements, liens and agreements affecting <br />the Property or any portion thereof including, without limitation, the use thereof; and <br />C.comply with all requirements of the Title Company in connection with its <br />insurance of fee simple title to the Property in Buyer as required under Section 5 hereof <br />and elsewhere herein. <br />12.NOTICES. <br />A.All notices, demands and communications required or which either party <br />desires to give or make hereunder shall be effective (at the time set forth in Section 12(B)) <br />if in writing signed by or on behalf of the party giving or making the same, and if <br />served/delivered to the addresses and/or fax numbers set forth below and in any of the <br />following manners: (i) personally; (ii) by United States certified mail, return receipt <br />requested; or (iii) by a national courier service for next business day delivery. <br />To Seller: City of South Bend Department of Community Investment <br />Attn: Executive Director <br />County-City Building, Suite 1400 S. <br />227 W. Jefferson Blvd. <br />South Bend, IN 46601 <br />Telephone: 574-235-9337 <br />With a copy to: City of South Bend Legal Department <br />Attn: Corporation Counsel <br />County-City Building, Suite 1200 S. <br />227 W. Jefferson Blvd. <br />South Bend, IN 46601 <br />To Buyer: KCG Development LLC <br />Attn: RJ Pasquesi <br />9311 N Meridian St. Suite 100 <br />Indianapolis, IN 46260 <br />Telephone: 317-708-6519 <br />Email: rpasquesi@kcgcompanies.com