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<br />and City's agents or consultants on City's behalf, including without limitation, any <br />damage to property, injury to or death of persons, any mechanic's or professional <br />liens arising therefrom, and any damages resulting from any unreasonable <br />interference with Target's retail operation, exclusive of incidental or consequential <br />damages, such as lost profits. <br /> <br />8. Intentionallv Deleted. <br /> <br />9. Provisions with Respect to Closing. <br /> <br />A. Closina Date. The consummation of the transaction contemplated by <br />this Agreement ("Closing") shall Occur on the Closing Date, or such other date that the <br />parties agree to in writing. The Closing shall be held by means of an escrow closing at the <br />office of the Title Company or such other place as the parties may agree upon during <br />regular business hours. <br /> <br />B. Citv's Closina Documents. At Closing, City shall execute, <br />acknowledge (where appropriate) and deliver to Target the following, each dated as of the <br />Closing Date: <br /> <br />i) a Special Warranty Deed conveying the City EXChange <br />Property to Target in the form attached hereto as Exhibit D, (the "City Deed"). <br /> <br />ii) an owner's affidavit regarding liens, judgments, residence, tax <br />liens, bankruptcies, parties in possession, surveyor materialmen's liens and <br />other matters affecting title to the City EXChange Property. <br /> <br />iii) a transferor's certification statement that City is not a "foreign <br />person," "foreign partnership," "foreign trust" or "foreign estate" as those <br />terms are defined in Section 1445 of the Internal Revenue Code. <br /> <br />iv) two (2) executed Temporary Construction Licenses (as <br />hereinafter defined) in the forms attached hereto as Exhibits E and E-1. <br /> <br />v) intentionally deleted. <br /> <br />vi) any appropriate required federal income tax reporting form. <br /> <br />vii) evidence of City's authority to consummate the Exchange in a <br />form reasonably acceptable to Target and the Title Company. <br /> <br />524250 v4 <br /> <br />viii) one (1) City-executed "OEA Amendment" in the form attached <br />hereto as Exhibit F and one (1) executed OEA Amendment from each party <br />required to enter such an amendment pursuant to the terms and conditions <br /> <br />-8- <br />