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

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(iv) tax certificate(s) regarding the Payment of ad valorem taxes for current and prior years. (b) Upon any exercise of the Option, City shall have the right, at its sole option, to cause a boundary or "as -built" survey of the Property to be made by a certified land surveyor selected by it. Such survey sliall be made at the sole cost and expense of City. (c) City shall, not later than twenty (20) days after City's receipt of the last of the Survey and Title Commitment, notify Developer and Title Company of any objections to the Survey or Title Commitment. If there are objections by City; Developer shall in good faith attempt to satisfy them prior to Closing. If Developer delivers -written notice to City not later than the tenth (l Ott') calendar day after Developer' receipt of City's ol?jections that Developer is linable to satisfy such objections, City may either waive such objections and accept title as Developer is able to convey or terminate the exercise of the Right by written notice to Developer and the Title Company. 4.3. Closing. (a) The closing of the sale of the Property identified in the notice exercising the Option shall occur not later than sixty (60) calendar days following the date of exercise of the Option unless otherwise extended by written agreement of Developer and City. (b) At the closing; Developer shall deliver to City; (i) a special warrant), deed, in form and substance substantially similar to the form used to convey the Property to Developer pursuant to the Purchase Agreement, conveying good and indefeasible title to the Property described in the notice exercising the Option and/or the survey obtained by City (whichever is the most accurate description) to City, free and clear of any and all encumbrances except the Permitted Exceptions, save and except such oil, gas, and other minerals as may have been reserved by prior grantors; (ii) an owner's policy of title insurance (or equivalent) in the aillount of the Purchase Price, insuring such title to City; and (iii) possession of the Property, free of parties in possession. (c) At closing, City shall pay in cash or by certified or cashier's check the Option PI•iee described in Article Il, less all Closing Costs and other costs and expenses to be Laid by Developer pursuant to this Article. 4.4 Taxes. Ad valorem taxes, assessments. and atty other charges against the Property and/or improvements conveyed to City pursuant to this Article IV shall be prorated as of the Closing Date for the current year, such that Developer will be responsible for all such items which accrue prior to the Closing Date, and City will. be responsible for all such items which accrue on and after the Closing Date. Taxes and assessments for all prior years shall be paid by Developer. A7 TACn11E\T I TO 912 PURCHASE AND `TALE AGREE_11 LN"i : (TITOF LA PORTS TO LA PORTE I)EVI:LOPAIL\T CORPORATION -- PAGE 16