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

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2. Title, Sm-yev, and Inspection Reports. City and Corporation understand and acknowledge that Corporation will contract or has contracted with Developer pursuant to the Developer Sales Contract to sell and convey the Property to Developer. In order to save City, Corporation, and Developer the cost of multiple surveys and title policies and to expedite both transactions, City and Corporation agree: (a) City, as owner of the Property, agrees to reasonably cooperate with Corporation's obligations as Seller set forth in Section 2 of the Developer Sales Contract with respect to curing title objections and, pursuant thereto, Corporation shall immediately forward to City any and all notices received by Corporation pursuant to Section 2(c) of the Developer Sales Contract; (b) The transaction described in this Agreement and the transaction described in the Developer Sales Contract shall be treated by the Title Company as a pass-through transaction such that Title Company shall issue only one owner's title policy to Developer as the ultimate purchaser and owner of the Property pursuant to Section 5 of the Developer Sales Contract; and (c) City and Corporation will accept, review, and rely upon the survey, environmental studies, and other inspection reports of the Property obtained by Developer pursuant to the Developer Sales Contract as if they Nvere obtained by Corporation pursuant to this Agreement, 3. Inspection Period. During the Inspection Period, Corporation and/or Developer and its agents or employees shall have the right to enter upon the Property and conduct such inspections, tests and studies as they may deem reasonable and necessary in accordance with and sul?ject to Section 3(a) of the Developer Sales Contract, including, but not limited to, Developer's agreement to indemnify, defend, and hold City harmless as set forth in said Section 3(b) If for any reason Developer determines not to purchase the Property fiom Corporation and terminates the Developer Sales Contract in accordance with Section 3(a) of the Developer Sales Contract, Corporation shall notify City and Title Company of such termination, in which case this Agreement shall terminate. In such event, neither party shall have any further claim against the other party under this Agreement. If Corporation does not timely terminate this Agreement under this Section 3, it shall have no further right to do so under this Section 3; and Corporation shall have waived its right to terminate this Agreement within the Inspection Period, 4. Closing. (a) Except as extended as provided herein, the closing of the sale of the Property shall occur on the Closing Date at the Title Company. (b) At the Closing, City shall deliver to the Title Coinpany: (i) a special warranty deed, in form and substance reasonably acceptable to City, Corporation, and Developer conveying good and indefeasible PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPDIVNT CORPORATION — PAGE 3 (kbl:5/4112:55288)