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

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(b) on t11e date mutually agreed by the parties; or (c) the date the Agreement is terminated pursuant to Section 13, above. 16. Sale Subbed to Provisions of Tex, Loc. Govt. Code Purchaser acknowledges having been advised that pursuant to the City Purchase Contract, City has contracted with Seller as an independent foundation to sell the Property without requiring an auction or solicitation of competitive bids subject to City's requirement that the Property be developed by Purchaser in accordance with the Restriction Agrecnient. 11. Mi,cellaneous. This Agreement is subject to the following additional provisions and conditions: (a) Entireties. This Agreement contains the entire agreement of the parties pertaining to the Property. (b) Modifications. This Agreement may only be modified by a written document signed by both parties. (c) Assignment, Purchaser 11lay not assign its rights under this Agreement to any entity without the express written consent of Seller. (d) Thize is of the Essence. Time 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 last date on which the authorized representatives of all parties have signed this Agreement and the payment of the Option Fee has been paid. (f) Non -Business Day. If the final date of any period provided herein for the performance of all obligation or for the taking of any action falls on a Saturday, Sunday, federal holiday, or a day on which Seller's main offices are not open for regular business, then the encs of such period shall be extended to the next day that is not one of the foregoing described days. (g) Zoning. Seller assumes no obligation to change the cujTe31t zoning o1I the Property. (h) Brokers. The parties represent and wauTant they have not ivorked with any broker relative to this transaction and that no brokerage commission is due and payable upon the Closing. To the extent allowed by lain, each party shall indemnify each other from any claim for brokers' commissions relative to the sale of the property and alleged to be clue. Purchaser does represent and disclose that certain of its officers and employees are licensed real estate agents or brokers in the State of Texas, (i) Counterparts. This Agreement may be executed ill any number of counterparts, each of which shall be deemed an original for all purposes and constitute one and the same instrument; but ill making proof of this Agreement, it shall not be necessary to produce or account for more than one such couunterpart. (j) Legal Cotistructiorn. In the event any One or more of the provisions colxtained ill this Agreement shall fou- any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, ATTACHMENT I TO PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DF.vELOP,IIENT CORPORATION - PAGE 19 (BB/4/12:55288)