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Buyer represents, warrants, and covenants to Seller that Buyer has all necessary approvals, funds, <br />power, and authority to enter into and perform this Agreement, and to carry out and perform its <br />obligations under this Agreement. This Agreement is, and of the Closing Date will be, a valid, legal <br />and binding obligation, enforceable against Buyer in accordance with its terms. On the Closing <br />Date, Buyer will have all necessary approvals, permissions, funds, power and authority to enter <br />into, execute and deliver each of the documents required to be delivered by Buyer at the Closing <br />and to carry out and perform Buyer's obligations under this Agreement and under the terms of the <br />closing documents. <br />Buyer further represents that it has, or intends to, undertake the steps required of Buyer set out in <br />laws applicable to Buyer including but not limited to laws mentioned the Recitals of this <br />Agreement. <br />12.DISPUTE RESOLUTION <br />A.Forum. Any action to enforce the terms or conditions of this Agreement or otherwise <br />concerning a dispute under this Agreement will be commenced in the courts located in St. Joseph <br />County, Indiana, unless the Parties mutually agree in writing to an alternative method of dispute <br />resolution. <br />B.Waiver of Jury Trial. Both Parties hereby waive any right to trial by jury with respect <br />to any action or proceeding relating to this Agreement. <br />13.NOTICES <br />All notices required or allowed by this Agreement, before or after Closing, shall be delivered in <br />person or via email and then by certified mail, return receipt requested, postage prepaid, addressed <br />to Buyer in care of Buyer’s Representative (with a copy to South Bend Legal Department, as <br />indicated in Section 2 above), or to Seller in care of Seller’s Representatives their respective <br />addresses stated in Section 2 above. Either Party may, by written notice, modify its address or <br />representative for future notices. <br />14.CLOSING <br />A.Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall be <br />held at an office of the Title Company located in South Bend, IN, and the Closing Date shall be a <br />mutually agreeable date. The Parties agree that the Closing Date shall be no later than thirty (30) <br />days following the end of the Due Diligence Period. <br />B.Closing Procedure. <br />(i)No later than ten (10) business days prior to the Closing Date, Buyer shall <br />ensure Seller shall receive wire transfer, closing documents, and closing instructions from <br />Title Company. <br />(ii)No later than two business days prior to the Closing Date and during daylight <br />hours, Buyer shall be permitted to conduct a walk-through of the Property.