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

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12. Reservation of Minerals; Waiver of Surface Wg lts. Purchaser understands, acknowledges, and agrees that City, for itself and its successors and assigns, as their interests may appear, has reserved from its conveyance of the Property to Seller pursuant to the City Prn'ChaSe Contract all oil, gas and other minerals owned by City located in and under the Property and that may be produced from the Property to tile extent not reserved by prior grantors; and that City, for itself and its successors and assigns has agreed (i) to waive all surface rights and other rights of ingress and egress in and to the Property, and (ii) that in conducting operations with respect to the exploration for all([ production, processing, transporting and marketing of oil, gas and other minerals from tine Property, that no portion of the surface of the Property will be used, occupied or damaged and that fixtures, equipment, buildings or structures used in connection with the exploitation of the reserved mineral, oil and gas rights, shall not be placed on tine surface of the Property. Purchaser further understands, acknowledges, and agrees that City shall not be restricted or prohibited from the pooling or unitization of the portion of the mineral estate owned by City with land other than the Property; or the exploration or production of the oil, gas, all(] other minerals by means of Nvells that are drilled or mines that open on land other than tine Property but cater or bottom larder the Property, provided that such operations will in no manner interfere with the surface or subsurface support of an), improvements constructer] or to be constructed on the Property. The foregoing reservation of minerals and City's waiver of surface rights set forth above shall survive closing and be included in substance in the special warranty deed. 13. Remedies. If Purchaser defaults; Seller's sole remedy shall be to terminate this Agreement and receive payment of tine Earnest Money as liquidated damages. If Seller defaults, Purchaser's sole remedy shall be to terminate this Agreement and receive a refund of the Earnest Money. No termination shall occur pursuant to a default until tine non -defaulting party has provided written notice of default not less than ten (10) days prior to the proposed date of termination and the defaulting party has failed to CrnrC tile default; provided, however, if all parties have fill]), performed and all conditions to Closing have been satisfied other than the signing of documents close on the sale of the Property and one party fails to perfol-Inn such necessary acts to deliver fiends and execute documents required for Closing, on the date of Closing, then this Agreement shall terminate one (1) business day after demand is made to the noir-performing party acid the part, continues to fail to close on the transaction. 14. Notices. Notices must be in writing alad nnay be hand delivered and/or mailed by certified mail with return receipt requested to the addresses stated above. Notice given by delivery service shall be effective upon receipt at the address of (lie addressee; notice given by mail shall be effective upon earlier of actual receipt or three (3) days after placing the notice in a receptacle of the United States Postal Service, postage prepaid and properly addressed. Ili addition, copies of notices shall be provided to the party's attorney at the addresses indicated above. 15. Term. This Agreement shall be effective on the Effective Date and, except for the provisions of this Agreement that survive termination, shall terminate: (a) on the closing date of the sale of tine Property to Purchaser. (b) on the date mutually agreed by the parties; or 912I'I1lCHA',I: 1\ll 1i'Ai,r: S:GiiEENIF\T BFT)%'rr.\ LA PORTF DFN,ri. 1PmF\T CORPORAI ION AND MARTVCAMMSE. —PAGES