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<br />shall be acceptable to Target in Target's sole and absolute discretion. In the event the <br />platting or subdivision is not necessary to record either the Target Deed or City Deed and <br />therefor not a condition necessary to Closing, but rather an obligation which City must <br />complete within six (6) months after Closing, and subsequent to the Closing of the <br />Exchange City thereafter fails to cause the completion of the platting or subdivision within <br />such timeframe, then without providing any notice to the City or an opportunity to cure, <br />Target shall be permitted to cause the completion thereof and City shall promptly <br />reimburse Target for all of the costs and expenses incurred therefor plus ten percent (10%) <br />to cover Target's administrative costs. The foregoing obligation shall survive the Closing. <br />After the completion of the platting or subdivision procedure, City shall direct the surveyor <br />to update the Survey to reflect the legal description of the modified Target Tract <br />incorporating the City Exchange Property and excluding the Target Exchange Property, <br />and, in the event such process is completed prior to Closing, City shall also cause Target's <br />Title Commitment to be updated to incorporate such action. <br /> <br />Both City and Target shall be permitted ten (10) days from the date the later of the Survey <br />or its respective Title Commitment is received to deliver to the other party a written <br />statement containing any objection(s) that the objecting party has to title. If such statement <br />is not delivered within the ten (10) day period, title shall be deemed approved by the non- <br />objecting party. <br /> <br />Notwithstanding anything to the contrary contained herein, City acknowledges and agrees <br />that it shall not be permitted to object (nor shall Target be under any obligation to cure) any <br />matters of title encumbering the Target Exchange Property excepting only uncontested <br />mechanic's liens or mortgages that are liquidated in amount and have been imposed as a <br />direct result of Target's actions or inactions during the time Target actually owned the <br />Target Exchange Property and under no circumstances shall Target be required to cause <br />the removal of any exception to coverage based upon encumbrances of any other nature. <br />In the event City determines within the ten (10) day period that it is not satisfied with the <br />condition of title to the Target Exchange Property due to matters other than such <br />mortgages and mechanic's liens, then City shall terminate this Agreement and all of its <br />rights and obligations hereunder (excepting only those which specifically survive <br />termination) by delivering written notice to Target prior to the expiration of such ten (10) day <br />period. <br /> <br />During the ten (10) day period, and notwithstanding the foregoing limitations on City's rights <br />to make title objections, Target shall be entitled to object to any and all of the exceptions to <br />coverage identified on Target's Title Commitment, which Target finds objectionable. If <br />Target does elect to deliver such objection statement to City during the ten (10) day period, <br />City shall elect, in its sole and absolute discretion, to either: (i) cure or cause the removal of <br />all Target's objections prior to Closing, in which event, such objection's satisfactory cure or <br />removal (to be determined in Target's sole and absolute discretion) shall be a condition to <br />Closing, or (ii) terminate this agreement by delivering written notice to Target on or before <br />five (5) days after receipt of Target's statement of objections, in which event this <br /> <br />524250 v4 <br /> <br />-4- <br />