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

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only if the assignee of the Developer Sales Contract assumes all obligations of Developer under the Developer Sales Contract. (d) Time is of the Essence. Time is of the essence with respect to the performance by the parties of their respective obligations hereunder. (e) Effective Date. The Effective Date of this Agreement shall be the date on which the authorized representatives of the parties have signed this Agreement and the Option Fee has been paid. (f) Nora -Business Day. If the final date of ani, period provided herein for the performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or holiday, then the end of such period shall be extended to the next business day. (g) Headings. Section headings are for convenience of reference only and do not modif3, or restrict any provisions hereof and shall not be used to construe any Provisions, (h) Brokers. City and Corporation represent that no other broker is involved in this Agreement and, to the extent allowed by law, each party indemnifies the other against brokerage or commission claims arising out of the indemnifying party's actions, (i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and constitute one and the same instrument; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 0) Legal Construction. 7n the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, of unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. (k) La►v Governing. This Agreement shall be construed under and in accordance with the laws of the State of Texas; and venue for any action arising from this Agreement shall be in the State District Court of Dallas County, Texas. The patties agree to submit to the personal and subject matter jurisdiction of said court. (1) Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the patties, as well as any rights and benefits of the parties, pertaining to a period of time following the Closing shall survive. (signature page to follow) PURCHASE AND SALE AGRENMEN'Tc CM' OT LA PORTE TO LA PORTE DEVELOPMENT CORPORATION — PAGE 8 (kb1:5/4/12:55288)