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

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against the other under this Agreement. If Purchaser does not timely terminate this Agreement under this Section 3, Purchaser shall have no further right to do so under this Section 3; and PUrChaser shall have waived its right to ter'mil)ate this Agreement within the Inspection Period. (b) Purchaser may eater file Property to conduct its inspection, but shall be solely responsible for any damages caused thereby. Purchaser shall repair' any damage to the Property it causes, or• that is caused _by its agents or invitees,_and shall irrdempifrr and defend Bellew and Ciiv anti Bold Seller grad City laar rrrless Froinand a�iust any rmc all clrriins, liabilities or cl lam des to the Pr•oyerty ol. a-unhist Seller caused 1b) the Hite tional or _z�egli�ent acts or• oinissions of Purchaser and/oke Purchaser's authorized agents representatives or errrriloyees during the Inspection Period or as a 1'esult of airy inspection of the Property by :�ucji patties. 4. closing Date. The closing of the sale of the Proper shall occur on the Closing Date at the Title Company, or at such other time as may be agreed in writing by the parties. OoLIAV9 Deliverables. (a) At the closing of the Property, Seller shall deliver to the Title Company: (i) a special warranty deed, in form and substance reasonably acceptable to Seller and Purchaser, conveying good and indefeasible title to Purchaser, free and clear of any and all encumbrances except the Permitted Exceptions, excluding the mineral rights, such mineral rights being reserved by City pursuant to the City Sales Contract or by prior grantors; (ii) such documents as may be reasonably required by Title Company in order to cause Title Company to issue a Texas owner's policy of title insurance (or equivalent) in the amount of the Purchase Price, insuring such title to Purchaser; (iii) possession of the Property, free of parries in possession. (b) At the Closing, Purchaser shall deliver to Seller through the Title Company: (i) the Purchase Price; and (ii) the Restriction Agreement duly executed by Purchaser. With respect to the issuance of tile title policy, Purchaser agrees to execute such documents as required by the Title Company to allow the cost of the Owner's Title Policy and any related endorsements that are required to be issued pursuant to the City Sales Contract regarding the Property are passed through to the sale of the Property by Seller to Purchaser, it being the intent of Purchaser and Seller that only one title policy by issued in favor of Purchaser following the concurrent closing of this transaction and the transaction between Seller and City. G. Taxes. Purchaser understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status will change upon conveyance of the Property to Purchaser. Seller shall not be responsible for payment of property taxes assessed against the Property for periods after the date of Closing, if any become due and payable. ATTACHMENT I TO PURCIfASL AND SALE AGREEMENT: CITE' OF LA PORTE TO LA PORTE DEVELOPMENT CORPORATION —PAGE 14 (kb1:5144112:55288)