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

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by an affidavit (e.g. Form T-47 modified for commercial transactions) reasonably acceptable to Title Company and Seller. (c)Purchaser shall, not later than five (5) days after Purchaser’s receipt of the last of the Survey and Title Commitment, notify Seller and Title Company of any objections to the Survey or Title Commitment. If there are objections by Purchaser, Seller shall in good faith attempt to satisfy them prior to Closing, but Seller shall not be required to incur any cost to do so. If Seller delivers written notice to Purchaser not later than the ten (10) calendar day after Seller’s receipt of Purchaser’s objections that Seller is unable to satisfy such objections, Purchaser may either waive such objections and accept title as Seller is able to convey or terminate this Agreement by written notice to Seller and the Title Company prior to the expiration of the Inspection Period. Inspection Period. 3. (a)During the Inspection Period, Purchaser and its agents or employees shall have the right to enter upon the Property during regular business hours upon reasonable notice and conduct such inspections, tests and studies as they may deem necessary. If for anyreason Purchaser determines not to purchase the Property, Purchaser may terminate this Agreement by notifying Seller and Title Company in writing prior to the expiration of the Inspection Period and neither party shall have any further claim 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 terminate this Agreement within the Inspection Period. (b) Purchaser may enter the Property to conduct its inspection, but shall be solely responsible . Purchaser shall repair any damage to the Property it causes or that for any damages caused thereby is caused by its agents or invitees, and shall indemnify and defend Seller and City and hold Seller and City harmless from and against any and all claims, liabilities or damages to the Property or against Seller caused by the intentional or negligent acts or omissions of Purchaser and/or Purchaser’s authorized agents, representatives or employees during the Inspection Period or as a result of any inspection of the Property by such parties. Closing Date. 4. The closing of the sale of the Property shall occur on the Closing Date at the Title Company, or at such other time as may be agreed in writing by the parties. Closing Deliverables. 5. (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 parties in possession. ATTACHMENT I TO PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENTCORPORATION – PAGE 14