05-15-12 Meeting of the La Porte Development Corporation Board of Directors

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Assignment of Rights to Depositand Option Fee. 12. As additional consideration for this Agreement, Corporation hereby assigns any and all rights that Corporation has as Seller pursuant to the Developer Sales Contract to receipt of any Earnest Money and the Option Fee as defined in the Developer Sales Contract in the event the Developer Sales Contract is terminated under such circumstances that Corporation becomes entitled to receipt of the Earnest Money from the Escrow Agent. City understands, acknowledges, and agrees that City shall have no vested rights in and to the Earnest Money unless and until such rights are vested in Corporation pursuant to the Developer Sales Contract. Reservation of Minerals. 13. Corporation agrees that City, for itself and its successors and assigns, as their interests may appear, reserves unto City all oil, gas and other minerals owned by City located in and under and that may be produced from the Property to the extent not reserved by prior grantors; provided, however, City, for itself and its successors and assigns hereby waives all surface rights and other rightsof ingress and egress in and to the Property, and agrees that in conducting operations with respect to the exploration for and production, processing, transporting and marketing of oil, gas and other minerals from the Property, that no portion of the surface of the Property will be used, occupied or damaged and that fixtures, equipment, buildings or structures used in connection with the exploitation of the reserved mineral, oil and gas rights, shall not be placed on the surface of the Property. Nothing herein, however, restricts or prohibits the pooling or unitization of the portion of the mineral estate owned by City with land other than the Property; or the exploration or production of the oil, gas, and other minerals by means of wells that are drilled or mines that open on land other than the Property but enter or bottom under the Property, provided that these operations in no manner interfere with the surface or subsurface support of any improvements constructed or to be constructed on the Property. The foregoing reservation of minerals and City’s waiver of surface rights set forth above shall be included in the special warranty deed. Additional Reservations. 14. In addition to the reservations of oil, gas, and mineral interests set forth in Section 13, above, City shall have the right to reserve at Closing for itself and its successors and assigns and the public such easements and rights-of-way shown on the final plat of the Propertyand such easements as may have been granted to City prior to City’s acquisition of title to the Property, which shall constitute Permitted Exceptions at Closing to the extent they affect the Property. Notices. 15. Notices must be in writing to and given at the addresses stated above. Notice given by delivery serviceor fax shall be effective upon receipt at the address of the addressee; notice given by mail shall be effective upon receipt. In addition, copies of notices shall be sent to (a) the attorney for the party to whom the notice is being sent and (b) to Developer and Developer’s attorneys as shown above. PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENTCORPORATION – PAGE 7