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

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16. Miscellaneous. (a) Enth-e Agreement. This Agreement contains the entire agreement between City and Corporation, and there are no other terms, conditions, promises, undertakings, statements or representations, either written or oral or express or implied, concerning the sale contemplated by this Agreement. (b) MorJificrations and Waiver. This Agreement may be amended only by an instrument in writing signed by both City and Corporation. This Agreement nhay be terminated only in accordance with the terms of this Agreement or by an instrument in writing signed by both City and Corporation. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision, nor shall any waiver be a continuing waiver. Except as expressly provided in this Agreement, no waiver shall be binding -unless executed in writing by the party making the waiver. (c) Assignment. Neither party may assign its rights wider this Agreement without the prior written consent of the other party. Corporation- shall be authorized to consent to an assignment of the Developor Sales Contract without consent of City, but only if the assignee of the Developer Sales Contract assumes all obligations of Developer under the Developer Sales Contract. (d) Time is of the Essence. Tinhe is of the essence with respect to the performance by the parties of their respective obligations hereunder. (e) Effective Date. The Effective Date of this Agreement shall be the date on which the authorized representatives of the parties have signed this Agreement and the Option Fee has been paid. (f) Aron -Business Dgjt. If the final date of arty period provided herein for the performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or holiday, then the end of such period shall be extended to the next business day. (g) Herarlin s. Section headings are for convenience of reference only and do not nhodify or restrict any provisions hereof and shall not be used to construe any provisions. (h) Brokers. City and Corporation represent that no other broker is involved in this Agreement and, to the extent allowed by law, each party indenhnifies the other against brokerage or commission claims arising out of the indemnifying party's actions. (i) Counter orarls. This Agreement nhay be executed in any number of counterparts, each of which shall be deemed an original for all purposes and constitute one and the same instrument, but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. PURC14ASE AND SALE AGREEMENT. CITY OF LA PORTE TO IA PORTS DEVELOPMENT CORPORATION -PAGE 8 (kb1:5/4/12:55288)