07-1766 Target Land Exchange Agreement

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concurrently with recording the Deed for such Property. If applicable real estate taxes (general or special assessment) are not available, then a proration shall be made based on the best estimate, it being understood that adjustments shall be made when the current amount becomes known and the parties shall remain liable for their pro-rata share when the adjustment, if any, is finalized. The foregoing obligation shall survive the closing. All realty transfer taxes, (including deed taxes) if any, arising from the conveyance of the either the Target Exchange Property or the City Exchange Property shall be paid by the City. F. Conditions to Closina. (a) The obligations of City hereunder shall be subject to satisfaction of the following conditions precedent on or before the Closing Date: i) no representation or warranty of Target contained herein shall be inaccurate in any material respect; ii) Target's delivery of Target's closing documents; and (iii) Target's satisfying or discharging any uncontested mechanic's liens or mortgages that are liquidated in amount and have been imposed as a direct result of Target's actions or inactions during the time Target actually owned the Target Exchange Property and which were objected to by City pursuant to Section 3 hereof. (b) In the event any conditions precedent described in Section 9.F(a) shall remain unsatisfied as of the Closing Date, then the obligations of City hereunder shall, at the sole election of City, cease upon delivery of written notice to Target of City's election to terminate this Agreement. In such event, the parties shall be relieved of their respective obligations hereunder (except to the extent such obligations specifically survive such termination, including but not limited to, those obligations of the City to restore the City Exchange Property and/or any other portions of property within or adjacent to the Shopping Center pursuant to those restoration obligations expressly set forth in this Agreement as well as those set forth within the OEA Amendment and Temporary Construction Licenses to the condition which existed as of the date hereof and prior to the City's commencement of any construction (or other work) on such property prior to Closing). (c) The obligations of Target hereunder shall be subject to satisfaction of the following conditions precedent on and before the Closing Date: i) no representation or warranty of City contained herein shall be inaccurate in any material respect; 524250 v4 -10-