08-14-12 Meeting of the La Porte Development Corporation Board of Directors

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Corporation to Developer, it being the intent of City and Corporation that only one title policy by issued in favor of Developer following the concurrent closing of this transaction and the transaction between. Corporation and Developer. 5. .Taxes. Corporation understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status may change upon conveyance of the Property to Corporation or Developer. City shall not be responsible for payment of property taxes assessed against the Property for periods after the date of Closing, if ally beconic due and payable. 6. Closiri cksAs. City hereby agrees to pay and be responsible for all closing costs related to the sale of the Property to Corporation pursuant to this Agreement and Corporation's closing costs as Seller pursuant to Section 7 of the Developer Sales Contract. 7. Per -witted _ Exce .iqus�. Those platters constituting Permitted Exceptions pursuant to the Developer Sales Contract shall constitute Permitted Exceptions pursuant to this Agreement. In addition, the Restriction Agreement shall be deemed to be a Permitted Exception. 8. Pi,ol)er•ty Sold As Is. (a) Corporation hereby acluiowled es and agrees that the sale of the Property hereunder is and will be made on an "as is where is and with all faults" basis. The occurrence of Closing shall constitute an acknowledgment by Corporation that the Property was accepted without representation or warranty, express or implied (cxcet)t as otherwise specifically set forth herein and except for the special warranties of title set forth in the special warrant, deed). - - (b) Exce )t as otherwise s )ecificall set forth in this A reement and exce fi for the j)ecial warranties of title set forth in the special warranty deed, City hereby specifically negates and disclaims any representations, warranties or guaranties ofd kind or character, whether e1 press or inl lied, oral or written, past, present, Wture or otherwise, of as to concerning or with respect to the Property, including without limitation i) the nature and condition of the Property and the suitability ereof for any and all activities and uses which Corporation or Developer may elect to conduct_thefeozi, (ii) the nature and extent of any right-of-way, leasepossession, lien, encumbrance, license reservation condition or any other matter relating in any way to the Proper" (iii) the compliance of the Property or its operation with any laws, ordinances or re ulations of an T govennnrent or other authority or body, iv the existence of any toxic or hazardous substance or waste in, on., under the surface of or about the Property,- M geological- conditions including without limitation subsidence subsurface conditions water table, underground water reservoirs limitations regarding the withdrawal of water and faulting, (vi) wh ther or not and to the extent to which the Pro ert, or portion thereof is affected by aijy stream surface or underground), body of water. flood cone area, floodplain, floodway or special flood hazard vii) drainage, -(Niiij zoning or land use restrictions rules and regulations to which the Propeit oany portion_thereof inay be subject, ix the availabili y of an utilities to the Pro ert r or any otion thereof PURCHASE AND SALE AGREEliENT. CITY OF LA PORTE TO - LA PORTE DEVELOPMENT CORPORATION - PAGE 5 (kb1:514112:55233)