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<br />e <br /> <br />e <br /> <br />"Down Pavment" shall mean the $340,000.00 down payment, which <br />is equivalent to forty percent (40%) of the Purchase Price, for <br />Seller's interest, to be paid by Purchaser to Seller on or before <br />2:00 p.m. on Tuesday, February 29, 2000. <br /> <br />"Purchase Price" shall mean the amount of $850,000.00. <br /> <br />"Seller's Interest" shall mean La Porte Area Water Authority's <br />excess rebate water capacity in the amount shown on Exhibit "A" <br />attached hereto. <br /> <br />"Transfer Date" shall mean Friday, June 30, 2000, at 2: 00 <br />p.m., at which time the final balance of the Purchase Price shall <br />be due and payable, unless deferred to no later than October 31, <br />2000, at 2:00 p.m., in which case the balance of the Purchase Price <br />shall bear interest at the rate of five and one-half percent (5.5%) <br />per annum, from and after June 30, 2000. <br /> <br />II <br /> <br />(a) Purchaser agrees to pay to Seller the Down Payment not <br />later than 2:00 p.m. on Tuesday, February 29, 2000. Purchaser <br />agrees to pay the balance of the Purchase Price on or before June <br />30, 2000. If the balance of the Purchase Price is not paid on June <br />30, 2000, said balance shall accrue interest at the rate of five <br />and one-half percent (5.5%) per annum from and after June 30, 2000, <br />provided, in any event, the entire balance of the Purchase Price, <br />together with accrued interest thereon, shall be due and payable no <br />later than Tuesday, October 31, 2000. <br /> <br />(b) Seller and Purchaser each hereby represent and warrant <br />that it has full right, power, and authority to enter into this <br />Agreement and it is the legal, valid, and binding obligation of <br />such party. <br /> <br />(c) On or before the Transfer Date, upon or after payment by <br />Purchaser of the full amount of the Purchase Price to Seller, <br />Seller shall deliver to Purchaser, with a copy to the City of <br />Houston, the executed Conveyance of Interest substantially in the <br />form attached hereto as Exhibit "A". The dated date of such <br />Conveyance of Interest shall be the Transfer Date. <br /> <br />III. <br /> <br />The following shall be considered a default under this <br />Agreement: <br /> <br />(a) the failure of Purchaser to pay the Down Payment to <br />Seller on or before the first payment date; <br /> <br />(b) the failure of Purchaser to pay the balance of the <br />Purchase Price to Seller as set forth in II(a) hereof; <br /> <br />(c) the failure of Purchaser to perform and observe in a <br />timely manner any of the covenants contained in this Agreement; or <br /> <br />2 <br />