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

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Use as defined in the Restriction Agreement. If the Property is not zoned for such use or a Site Plan is not approved as of the Effective Date, Seller agrees to obtain the consent of City to allow Purchaser the right to file an application with Cif to seek an amendment to the zoning regulations affecting the Property and/or adopt a Site Plan to allow the Property to be used for the Required Use. Purchaser understands and acknowledges that City has not waived its legislative authority or is otherwise contractually obligated pursuant to the City Sales Contract to adopt any amendments to City's Comprehensive Zoning Ordinance, as amended, or approve any particular Site Plan, Seller agrees to reasonably cooperate with Purchaser in the application for any zoning amendment or Site Plan approval requested by Purchaser and shall execute all necessary and appropriate instruments as owner of the Property. The application for rezoning the Property and/or approving a Site Plan shall be rnade in the name of either Seller or Purchaser as required under governing law; and (iv) The Property being replaited, if necessary, so that it constitutes one or more defined lots as determined in accordance with Seller's subdivision ordinance. Seller agrees to reasonably cooperate and participate with Purchaser in the prosecution of any plat application for the replat of the Property so that the Property is identified as one or more separate and distinct lots as determined by PllrellaSer. If the conditions set forth in (ii), (iii), and/or (iv) have not been satisfied on or before ten (10) days prior to Closing, the Closing Date shall be extended for a period of thirty (30) days. If the conditions set forth in (iii), and/or (Iv) have still not been approved by the end of said thirty.(30) day period, Purchaser may either (1) extend the Closing Date for an additional thirty (30) day period, (2) waive the condition and proceed to Closing, or (3) terminate this Agreement as Purchaser's sole remedy. If the condition set forth in (ii) has still not been approved by the end of said thir-ty.(30) day period, Purchase shall only have the right to (1) extend the Closing Date for• and additional (30) clay period or (2) terminate this Agreement and receive a refund of the Earnest Money. 9. Permitted Exec tions. (a) Purchaser acknowledges and agrees that the Property will be conveyed by Seller at closing subject to the Restriction Agreement and that the Special Warranty Deed shall contain reference to same. The (i) zoning, (ii) lien for current taxes, (iii) environmental condition, (iv) the Restriction Agreement, and (v) matters appearing on Schedule P of the Title Commitment that were not cured and to which Purchaser failed to object or otherwise waived objection shall be deemed to be Permitted Exceptions. (b) Purchaser understands, acknowledges, and agrees that all rights -of -ways and casements dedicated to City on behalf of the public and which appear on the final plat of the Property may be reserved prior to Closing by City for itself and its successors and assigns and the public, which reservations shall constitute Permitted Exceptions at Closing to the extent they affect the Property. 10. Rew,esentnlioars and Covenants. Seller represents and covenants that: (a) it has authority to enter into this Agreement; and (b) no other person has any interests in or claims against the Property (other than, as reflected by the Title Commitment), and it will not hereafter encumber the Property. Purchaser represents that it has authority to enter into this Agreement. The only representations made by any parry concerning the Property and this Agreement are as set out in this Section 10. A7 fACH1IEAT I TO PURCHASE AND .`FALL: AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMF T CORPOPATiON —PAGE I6 (kb1:5/ 4/12:55288)