07-1766 Target Land Exchange Agreement

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both the Target Exchange Property and the City Exchange Property (visible or recorded), including recording information concerning the documents creating any such easements, (iii) building lines, (iv) curb cuts, (v) sewage, water, electricity, gas and other utility facilities, together with points of connection, (vi) roads and other means of physical and record ingress and egress to and from the Target Exchange Property and City Exchange Property from public roads (including the dimensions of abutting streets), (vii) areas located within flood plains or conservation areas or designated as wetlands, and (viii) improvements on adjoining properties which are within five (5) feet of the property lines of either the Target Exchange Property or the City Exchange Property. All matters reflected on the Survey shall be deemed matters of title and shall be subject to approval or objection in accordance with the requirements of this section. If, in order for either the Target Deed or City Deed (both as hereinafter defined, but referred to collectively herein as the "Deeds") to be recorded, it is first necessary for the Target Exchange Property or City Exchange Property to be platted or subdivided either separately or in conjunction with the balance of either (i) Target's property within the Shopping Center as of the date hereof (the "Target Tract"), or (ii) the City's property within the Shopping Center, City as part of the survey preparation, shall cause such platting or subdivision procedure to be satisfied, which shall include the preparation of legal description for the contiguous parcels to be owned by the parties subsequent to the Closing of the transaction contemplated by this Agreement; provided, however, that in connection with such platting or subdivision, Target shall not be obligated to consent to or execute the enabling documents and/or instrument if the same proVides for (i) the dedication of land or the establishment of easements affecting the balance of the Target property within the Shopping Center, or (ii) the imposition of use or development requirements against the balance of the Target property within the Shopping Center. Notwithstanding anything to the contrary in the foregoing, in the event platting or subdividing is not necessary to record the Target Deed or City Deed, City agrees that it shall nevertheless cause the platting or subdivision of the Target Exchange Property and City Exchange Property pursuant to the foregoing subsequent to the Closing (as hereinafter defined) but in no event later than the date that is six (6) months after the Closing Date. In either case, City shall commence such procedure as soon as practical and shall thereafter use best efforts and all due diligence to complete the procedure at the earliest possible date. City shall be solely responsible for complying with all requirements arising out of or resulting from such platting or subdivision procedure that are applicable to the Target Exchange Property or City Exchange Property whether completed prior to or subsequent to Closing, and City further agrees to assume and pay all costs assessed against or incurred by City in complying with any requirements applicable to the Target Tract as a result thereof. The provisions of this paragraph shall survive the Closing or the termination of this Agreement, as the case may be. Notwithstanding anything contained herein to the contrary and provided the subdivision or platting is necessary to record either the Target Deed or City Deed, if such procedure has not been completed within thirty (30) days from the date all other conditions set forth in Section 9 have been satisfied, then Target shall have the right and option to delay Closing until such later date that the subdivision or platting will be completed by City, which date 524250 v4 -3-