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

Browse Search

(b) Purchaser may enter the Property to conduct its inspection, but shall be solely responsible for any damages caused thereby. Purchaser shillrreepai►teany damage to the Property it causes or that is caused by its agents or invitees, and 511,111 ►nde►nnifyand defend Seller and City and hold Seller and City harmless from aurl against ar►v and all Clain►s, liabilities or damages to the Property or avainst Seller caused. by the intentional or negligent_ acts 01 o►►lissions of Purchaser :1rul/or Purchaser's authorized aerrt , rere 3reser►tatir�es o3 enr 310 ces cluri► the Ir s_hectidn _ Period of as ► esult of :rn_y.L, nslrecFiou of the_ Prof)e3 ty l��' such 1 arties. Clos riu_Date. The closing of the sale of tite 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. (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, cottve.�ring 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 it) order to cause Title Company to issrte 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. (b) At the Closing, Purchaser shall deliver to Seller through tite "Title Company: {i} the Purchase Price; and (ii) the Restriction Agreement duly executed by Purchaser. With respect to the issuance of the title policy, Purchaser agrees to execute such documents is required by the Title Company to allow the cost of the Ownei's Title Policy and any related endorsements that are required to be issued pursuant to the City Sales Contract regarding the Property are passed through to the sale of the Proper[y by Seller to Purchaser, it being the intent of Purchaser and Seller that only one title policy by issued in favor of Purchaser following the concurrent closing of this transaction and the transaction between Seller and City. Taxes. Purc]Iase► understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status Will change upon conveyance of the Property to Pureltaser. Seller shall not be responsible for payment of property taxes assessed against the Property for periods after the date of Closing, if an), become due and payable. 9121RRCHASE AND SAix AcREEMF T BLwLLN LA Porde Dr.N'e[.OPNIFNr CORPORATION AND MARn'CANIVIse -PAULA