5C1 Resolution No. 3656 (Purchase Agreement for Old Marquette School) - Signed

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19.INDEMNITY To the extent allowed by laws applicable to that Party, up to an amount not to exceed the Purchase Price, and for a period of twenty four (24) months following the Closing Date, each party agree to reimburse the other for any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense and settlement), which the other party subsequently incurs, becomes responsible for, or pays out as a result of a breach by the other party in material default of this Agreement. In the event of legal action initiated by a third party as a result of a breach of this Agreement within twenty-four (24) months of the Closing Date, the breaching party shall assume the expenses of the non-breaching party, including all judgments, awards, settlements, legal, and court costs associated therewith up to an amount not to exceed the Purchase Price. 20.INTERPRETATION; APPLICABLE LAW Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities in this Agreement be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 21.WAIVER Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of any such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 22.SEVERABILITY If any term or provision of this Agreement is held by a court of competent jurisdiction in Indiana to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the Parties. 23.FURTHER ASSURANCES The Parties agree that they will each undertake in good faith, as permitted by law, any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 24.ENTIRE AGREEMENT This Agreement embodies the entire agreement between Seller and Buyer related to the Property and supersedes all prior discussions, understandings, or agreements, whether written or oral, between Seller and Buyer concerning the transaction contemplated in this Agreement for the