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

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Contract, Corporation shall notify City and Title Company of such tenuinnationn, in which case this Agreement shall terminate. In such event, neither party shall have any Rirther claim against the other party under this Agreement. If Corporation does not timely terminate this Agreement under this Section 3, it shall have no further right to do so tinder this Section 3; and Corporation shall have waived its right to terminate this Agreement within the Inspection Period. 4, clos (a) Except as extended as provided herein, the closing of the sale of the Property shall occur on the Closing Date at the Title Connpany, (b) At the Closing, City shall deliver to the Title Company: (i) a special warranty deed, in form and substance reasonably acceptable to City, Corporation, and Developer conveying good and indefeasible title to the Property to Corporation, free and clear of any and all encumbrances subject only to the Permitted Exceptions; (ii) Such documents as may be reasonably required by Title Cornnpany in order for Title Company to issue a Title Policy in favor of Developer as the insured owner pursuant to Section S of the Developer Sales Contract; (iii) Evidence of City's authority to close this transaction as may be required by the Title Company; and (iv) Settlement statement, and such other documents as Title Company may reasonably require. (b) At the closing, Corporation shall deliver to City tln'ough Title Company: (i) the Purchase Price in cash or in-imediately available fiends, inclusive of the Earnest Money previously paid by Developer and placed in Escrow pursuant to the Developer Sales Contract but less Corporation's Closing cost deducted from the Purchase Price in accordance with the Developer Sales Contract; (ii) the Restriction Agreement signed by Corporation and Developer; and (iii) such other documents that the Title Company may reasonably require of Corporation. With respect to the issuance of the title policy, City 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 Developer Sales Contract regarding the Property are passed through to the sale of the Property by PURCHASE ANI) SALE AGRLETnFItiTt CITY OF LA PORTS TO LA PORTE DEVELOPMENT CORPOR4TION -- PAGE 4 (kbl:5/4/12:55288)