No Meeting Packet, La Porte TIRZ, Development Agreement (HMH La Porte Land LLC)

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9.9 . All parties hereby irrevocably agree that any legal proceeding arising out of or in connection with this Agreement shall only be brought in the District Courts of Harris County, Texas or in the United States District Court for the Southern District of Texas, in Houston, Texas. 9.10 . All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. 9.11 . This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Parties hereto only. 9.12 . Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective corporations, or limited partnerships. 9.13 . Nothing herein contained shall be construed or held to make the Parties hereto partners in the conduct of any business. 9.14 . This written agreement represents the final agreement between the parties, unless later amended in writing and signed by the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. 9.15 . In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 9.16 -. Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. 9.17 . It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. 9.18 . This Agreement shall be in force and effect from the date of execution hereof for a term expiring on the earlier of the date: (i) the Developer Advances have been repaid in full, and (ii) the Zone terminates. It is expressly understood and agreed that Section 7.2 shall not expire but shall remain in full force and effect regardless of the termination of this Agreement. If the Authority is dissolved prior to the date currently (as of the date of this Agreement) set for the termination of the Zone, the Tri-Party Agreement requires that the City shall make satisfactory arrangements to provide for the payment of the obligations to the 19 011782.0153271 EMF_US 84032577v3