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limitations regarding the withdrawal of water and faulting, (vi) whether or not and to the extent to which
<br />the Property or any portion thereof is affected by any stream (surface or underground), body of water,
<br />flood prone area, floodplain, floodway or special flood hazard, (vii) drainage, (viii) zoning or land use
<br />restrictions rules andregulations to which the Property or any portion thereof may be subject, (ix) the
<br />availability of any utilities to the Property or any portion thereof including, without limitation, water,
<br />sewage, gas and electric and including the utility availability capacities allocated to the Property by the
<br />relevant governmental or regulatory authority, (x) usages of adjoining property, (xi) access to the Property
<br />or any portion thereof, (xii) the value, compliance with the plans and specifications, size, location, age,
<br />use, design, quality, description, durability, structural integrity, operation, leasing, title to, or physical or
<br />financial condition of the Property or any portion thereof, or any income, expenses, charges, liens,
<br />encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (xiii) the
<br />potential for further development of the Property, or (xiv) the merchantability of the Property or fitness of
<br />the Property for any particular purpose (Purchaser affirming that Purchaserhas not relied on Seller’s skill
<br />or judgment to select or furnish the Property for any particular purpose, and that Seller makes no warranty
<br />that the Property is fit for any particular purpose).
<br />The warranties, representations, agreements, indemnification and release set forth in this
<br />Paragraph 11 shall survive closing, and shall be incorporated into the deed.
<br />Reservation of Minerals; Waiver of Surface Rights.
<br /> 12.
<br />Purchaser understands, acknowledges, and agrees that City, for itself and its successorsand
<br />assigns, as their interests may appear, has reserved from its conveyance of the Property to Seller pursuant
<br />to the City Purchase Contract all oil, gas and other minerals owned by City located in and under the
<br />Property and that may be produced from the Property to the extent not reserved by prior grantors; and that
<br />City, for itself and its successors and assigns has agreed (i) to waive all surface rights and other rights of
<br />ingress and egress in and to the Property, and (ii) that in conducting operations with respect to the
<br />exploration for and production, processing, transporting and marketing of oil, gas and other minerals from
<br />the Property, that no portion of the surface of the Property will be used, occupied or damaged and that
<br />fixtures, equipment, buildings or structures used in connection with the exploitation of the reserved
<br />mineral, oil and gas rights, shall not be placed on the surface of the Property. Purchaser further
<br />understands, acknowledges, and agrees that City shall not be restricted or prohibited from the pooling or
<br />unitization of the portion of the mineral estate owned by City with land other than the Property; or the
<br />exploration or production of the oil, gas, and other minerals by means of wells that are drilled or mines
<br />that open on land other than the Property but enter or bottom under the Property, provided that such
<br />operations will in no manner interfere with the surface or subsurface support of any improvements
<br />constructed or to be constructed on the Property. The foregoing reservation of minerals and City’s waiver
<br />of surface rights set forth above shall survive closing and be included in substance in the special warranty
<br />deed.
<br />Remedies.
<br /> 13.
<br />If Purchaser defaults, Seller’s sole remedy shall be to terminate this Agreement and receive
<br />payment of the Earnest Money as liquidated damages. If Seller defaults, Purchaser’s sole remedy shall be
<br />to terminate this Agreement and receive a refund of the Earnest Money. No termination shall occur
<br />pursuant to a default until the non-defaulting party has provided written notice of default not less than ten
<br />(10) days prior to the proposed date of termination and the defaulting party has failed to cure the default;
<br />provided, however, if all parties have fully performed and all conditions to Closinghave been satisfied
<br />other than the signing of documents close on the sale of the Property and one party fails to perform such
<br />necessary acts to deliver funds and execute documents required for Closing, on the date of Closing, then
<br />ATTACHMENT I TO PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO
<br />LA PORTE DEVELOPMENTCORPORATION – PAGE 18
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