Common use of Subdivision Clause in Contracts

Subdivision. The Parties acknowledge that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 (the “Subdivision”). As soon as practicable following the Effective Date, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closing.

Subdivision. The Parties acknowledge that parties wish to subdivide the Seller’s Ancillary Parcel substantially consistent with the drawing attached as Exhibit A in order for to separate the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Parking Lot 5 and the creation of a new legally subdivided lot Parcel from the remaining portion of Lot 5 Seller’s Ancillary Parcel. Within the Inspection Period, Purchaser shall prepare and submit to Seller a proposed subdivision plat (the “SubdivisionSubdivision Plat”) in accordance with the foregoing and all requirements of the Subdivision Regulations of the City of Birmingham, Alabama, which Subdivision Plat shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed (provided that if the proposed subdivision and the filing of the Subdivision Plat would create a condition that would prevent or adversely affect beyond a deminimis extent Seller’s ability to continue operations on Seller's Ancillary Parcel as presently conducted, Seller’s withholding consent therefor shall not be unreasonable). As soon as practicable following Within ten (10) Business Days of the Effective Date, Purchaser will engage the engineer (the reasonable and necessary out of pocket expense of which shall be reimbursed by Seller to Purchaser shall file all necessary applications upon Closing or termination of this Agreement) to prepare the Subdivision Plat, and other documentation to obtain the approval have such engineer provide a timeline of the preparation and approval process with key preparation, submission and approval dates to Seller for Seller's approval. The Subdivision Plat will be submitted to Seller as soon as possible but in no event later than thirty (30) days after the “Subdivision Approval”) Effective Date. Seller and shall Purchaser will each cooperate and use commercially reasonable efforts and due diligence to obtain complete each item within the date on the approved timeline. Once approved by Seller, Purchaser shall promptly submit the Subdivision Approval prior Plat to Closing at Purchaser’s sole cost the Planning Commission. The parties shall submit and expense. If, despite Purchaser’s commercially reasonable efforts, cooperate with the submission of the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authorityPlat, including the execution of any forms or consents required by the Planning Commission. In the event the Subdivision Plat is not approved by the Planning Commission for the Town of Mount Airy (the “Planning Commission”)on or before April 30, responsible for review or approval of the proposed Subdivision2015, either denies Subdivision Approval Seller or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either PartyPurchaser may, either Party may at their respective sole elections, terminate this Agreement by written notice to whereupon the other party within ten (10) days before Closing in which event the Deposit Xxxxxxx Money shall be immediately returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingPurchaser.

Subdivision. The Parties acknowledge Buyer and Seller have determined that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision portion of the Wood Campus Real Property from (New Hospital Site), including most of Lot 5 B-1 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 B-2 thereof, is not necessary for the construction and operation of the New Hospital. Therefore, Buyer and Seller desire to subdivide the Wood Campus Real Property (New Hospital Site) to exclude such portion of the Wood Campus Real Property (New Hospital Site) (the “SubdivisionExcluded Parcel”), with the intention that it be retained by Seller. The approximate location of the proposed property line is as shown on Exhibit H attached hereto. Promptly following the Execution Date, Seller shall prepare or cause to be prepared a subdivision plat consistent with Exhibit H, containing sufficient detail and otherwise complying with all applicable requirements for the acceptance by the appropriate office (the “Subdivision Plat”). As soon Upon completion, Seller shall submit the Subdivision Plat to Buyer for approval as practicable following to the Effective Dateexact location of the property line and any other matters disclosed or set forth therein, which approval shall not be unreasonably withheld, conditioned or delayed. Upon approval by Xxxxx, the Purchaser Subdivision Plat shall file all necessary applications be submitted for approval and other documentation recording by the appropriate office. Seller shall make good faith efforts to obtain the approval and recording of the Subdivision Plat prior to Closing. If the Subdivision Plat is approved and recorded prior to Closing, then the “Wood Campus Real Property (New Hospital Site)” shall thereafter mean and refer to the real property described in Schedule 1.1(d) less and excluding the Excluded Parcel for all purposes, and the Title Commitment and Survey shall be updated to exclude the Excluded Parcel. For the avoidance of doubt, the approval and recording of the Subdivision Plat is not a condition to Closing, and if not completed prior to Closing, the entirety of the Wood Campus Real Property (New Hospital Site) as described on Schedule 1.1(d) shall be conveyed to Buyer at Closing. Thereafter, Buyer and Seller shall continue in good faith to pursue the approval and recording of the Subdivision Plat. Upon approval and recording of the Subdivision Plat, Buyer shall promptly re-convey the Excluded Parcel to Seller without consideration, by limited warranty deed, subject only to Permitted Exceptions, but otherwise without representation, warranty or recourse. Notwithstanding anything to the contrary herein, Buyer and Seller agree that if the approval of the Subdivision Plat is conditioned upon the grant or reservation of any new easements, rights- of-way or other restrictions upon the remainder of the Wood Campus Real Property (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”New Hospital Site), responsible for review and if, in the sole but reasonable discretion of Buyer, such easements, rights-of- way or approval other restrictions would materially impair the development, construction or operation of the New Hospital, Buyer shall propose a new subdivision plat that will not materially impair the development, construction or operation of the New Hospital (which proposal may, without limitation, involve relocating the proposed Subdivision, either denies Subdivision Approval or requires changes boundary between the parcels in a manner that reduces the size of the parcel to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard Seller, if such relocation is reasonably necessary to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating avoid material impairment to the Subdivision Approval. The Seller shall cooperate with development, construction or operation of the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingNew Hospital).

Subdivision. The Parties acknowledge that in order for Seller agrees, commencing immediately upon execution of this Agreement, at Seller’s sole cost and expense, to cause, and to use best efforts to cause, the Property Existing Parcel to be conveyed and/or subdivided through a deed commercial subdivision process to the Property recorded among the Land Recordsbe completed, it may be necessary to obtain approval for a subdivision as soon as reasonably practicable, in accordance with Chapter 278 of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 NRS (collectively, the “Subdivision”). As soon as practicable following , under which the Effective DateExisting Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning CommissionTreasure Island Property”), responsible for review and there are two or approval more parcels that encompass the remainder of the proposed SubdivisionExisting Parcel (collectively, either denies Subdivision Approval the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or requires changes to revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), in connection with the Subdivision or imposes conditions for Subdivision Approval that are unacceptable otherwise, without Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to either Partycomplete the Subdivision, either Party may terminate this Agreement by written notice and shall not agree to the other party within ten (10) days before Closing imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which event the Deposit shall not be unreasonably withheld. Purchaser shall be returned entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the so elects, Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with any significant documents all applicable Laws and correspondence relating with all requirements imposed pursuant to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingPermitted Exceptions.

Subdivision. The Parties acknowledge that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 31.1. Within sixty (the “Subdivision”). As soon as practicable 60) days following the Effective Date, the Purchaser shall file all necessary applications and other documentation Landlord will make application to obtain the subdivision authority for the City of Medicine Hat for the approval of the Subdivision (the “Subdivision Approval”) of a plan of subdivision (the “Subdivision Plan”) in respect of the Landlord’s Lands which, upon registration, will create the Lands as a separate and shall use commercially distinct legal parcel. The Landlord will keep the Tenant informed as to the progress and status of the Landlord’s subdivision application and, without limitation to the foregoing, will provide a copy of the subdivision application, including the proposed tentative plan of subdivision, before submitting the same to the subdivision approving authority, and a copy of the Subdivision Approval as and when issued. The Landlord will be responsible, at its sole cost and expense, for the satisfaction of any conditions of approval to the Subdivision Approval, including without limitation, the payment of any off-site levies and the dedication of reserves (or payment of cash in lieu thereof), and will make all reasonable commercial efforts and due diligence to obtain the Subdivision Approval prior and to Closing cause the Subdivision Plan to be registered as soon as reasonably practicable thereafter. Any easements, rights of way or other interests to be granted in respect of the Lands in connection with the aforesaid subdivision will be approved by the Tenant, acting reasonably. The Tenant will reimburse the Landlord in respect of the Landlord’s out of pocket costs and expenses reasonably incurred in connection with the submission of the application for the subdivision approval and in preparing and registering the Subdivision Plan. Upon registration of the Subdivision Plan, the Tenant will promptly discharge (except as to the Lands), at Purchaser’s its sole cost and expense. If, despite Purchaserany caveat, encumbrance, lien, charge or other instrument which the Tenant may have registered or caused to be registered against the title to the Landlord’s commercially reasonable effortsLands, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval save and except a caveat in respect of the proposed Subdivision, either denies Subdivision Approval easement granted pursuant to clause 32.1 and any caveat or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing easement registered in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised respect of any developments with regard easement agreement entered into by the Parties pursuant to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closingclause 32.7.

Subdivision. The Parties acknowledge that in order for the Property to be conveyed and/or a deed Notwithstanding anything to the Property recorded among contrary contained herein, Landlord shall have the Land Recordsabsolute right, it may be necessary in its sole and absolute discretion, at any time during the Original Term or any Extended Term of this Lease, to obtain approval for a subdivision of subdivide the Property from Lot 5 and the creation of a new legally subdivided lot approximate five (5) acres as more particularly set forth on Exhibit "B" hereto from the remaining portion of Lot 5 Demised Premises (the “"Subdivision”"). As soon as practicable following Such Subdivision shall be at the Effective Date, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expenseexpense of Landlord. If, despite Purchaser’s commercially reasonable efforts, Following the Subdivision has not been approved there shall be no reduction in the Minimum Annual Rent payable by ten (10) days before ClosingTenant to Landlord during the Original Term or any Extended Term. Nothing contained herein shall obligate the Landlord to commence or complete the Subdivision but in the event Landlord completes the Subdivision, Landlord may sell, lease, convey, develop, encumber or if any governmental authority, including other such transaction or conveyance without any limitation under this Lease or obligation to Tenant. In the Planning Commission for event the Town of Mount Airy (the “Planning Commission”), responsible for review Subdivision affects all or approval any portion of the proposed Tenant's parking lot that currently comprises a portion of the Demised Premises, Landlord shall, at its expense, restore any curb cuts, driveways or the parking lot so effected. Tenant acknowledges that Landlord may in its sole and absolute discretion in connection with the Subdivision, either denies Subdivision Approval or requires changes to create any and all easements, declarations, covenants and restrictions (collectively "Easements") as Landlord deems appropriate. Landlord agrees that said Easements shall not materially adversely affect Tenant's use and enjoyment of the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either PartyDemised Premises. LANDLORD: WITNESS: OLP Hauppauge LLC BY: /s/ _____________________ ________________________ Name: Title: TENANT: L-3 Communications Corporation BY: /s/ Frank C. Lanza, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost_____________________ ________________________ Name: Frank C. Lanza, expense or liability to the Seller. The provisions of this Section shall survive the Closing.Title: Xxxxxxxx, XXO

Subdivision. The Parties acknowledge that in order for Seller agrees, commencing immediately upon execution of this Agreement, at Seller’s sole cost and expense, to cause, and to use best efforts to cause, the Property Existing Parcel to be conveyed and/or subdivided through a deed commercial subdivision process to the Property recorded among the Land Recordsbe completed, it may be necessary to obtain approval for a subdivision as soon as reasonably practicable, in accordance with Chapter 278 of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 NRS (collectively, the “Subdivision”). As soon as practicable following , under which the Effective DateExisting Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning CommissionTreasure Island Property”), responsible for review and there are two or approval more parcels that encompass the remainder of the proposed SubdivisionExisting Parcel (collectively, either denies Subdivision Approval the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or requires changes to revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(a), in connection with the Subdivision or imposes conditions for Subdivision Approval that are unacceptable otherwise, without Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to either Partycomplete the Subdivision, either Party may terminate this Agreement by written notice and shall not agree to the other party within ten (10) days before Closing imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which event the Deposit shall not be unreasonably withheld. Purchaser shall be returned entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the so elects, Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with any significant documents all applicable Laws and correspondence relating with all requirements imposed pursuant to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingPermitted Exceptions.

Subdivision. The Parties acknowledge Buyer and Seller have determined that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision portion of the Wood Campus Real Property from (New Hospital Site), including most of Lot 5 B-1 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 B-2 thereof, is not necessary for the construction and operation of the New Hospital. Therefore, Buyer and Seller desire to subdivide the Wood Campus Real Property (New Hospital Site) to exclude such portion of the Wood Campus Real Property (New Hospital Site) (the “SubdivisionExcluded Parcel”), with the intention that it be retained by Seller. The approximate location of the proposed property line is as shown on Exhibit H attached hereto. Promptly following the Execution Date, Seller shall prepare or cause to be prepared a subdivision plat consistent with Exhibit H, containing sufficient detail and otherwise complying with all applicable requirements for the acceptance by the appropriate office (the “Subdivision Plat”). As soon Upon completion, Seller shall submit the Subdivision Plat to Buyer for approval as practicable following to the Effective Dateexact location of the property line and any other matters disclosed or set forth therein, which approval shall not be unreasonably withheld, conditioned or delayed. Upon approval by Buyer, the Purchaser Subdivision Plat shall file all necessary applications be submitted for approval and other documentation recording by the appropriate office. Seller shall make good faith efforts to obtain the approval and recording of the Subdivision Plat prior to Closing. If the Subdivision Plat is approved and recorded prior to Closing, then the “Wood Campus Real Property (New Hospital Site)” shall thereafter mean and refer to the real property described in Schedule 1.1(d) less and excluding the Excluded Parcel for all purposes, and the Title Commitment and Survey shall be updated to exclude the Excluded Parcel. For the avoidance of doubt, the approval and recording of the Subdivision Plat is not a condition to Closing, and if not completed prior to Closing, the entirety of the Wood Campus Real Property (New Hospital Site) as described on Schedule 1.1(d) shall be conveyed to Buyer at Closing. Thereafter, Buyer and Seller shall continue in good faith to pursue the approval and recording of the Subdivision Plat. Upon approval and recording of the Subdivision Plat, Buyer shall promptly re-convey the Excluded Parcel to Seller without consideration, by limited warranty deed, subject only to Permitted Exceptions, but otherwise without representation, warranty or recourse. Notwithstanding anything to the contrary herein, Buyer and Seller agree that if the approval of the Subdivision Plat is conditioned upon the grant or reservation of any new easements, rights- of-way or other restrictions upon the remainder of the Wood Campus Real Property (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”New Hospital Site), responsible for review and if, in the sole but reasonable discretion of Buyer, such easements, rights-of- way or approval other restrictions would materially impair the development, construction or operation of the New Hospital, Buyer shall propose a new subdivision plat that will not materially impair the development, construction or operation of the New Hospital (which proposal may, without limitation, involve relocating the proposed Subdivision, either denies Subdivision Approval or requires changes boundary between the parcels in a manner that reduces the size of the parcel to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard Seller, if such relocation is reasonably necessary to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating avoid material impairment to the Subdivision Approval. The Seller shall cooperate with development, construction or operation of the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingNew Hospital).

Subdivision. The Parties acknowledge that During the Due Diligence Period, but only after PAID and River Associates Inc. have entered into the River Associates Lease Amendment (all in order accordance with the applicable provisions of Section 3.1.3 hereof), Urban and PAID shall mutually agree upon the boundary lines for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision each of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 Properties (the “Subdivision”) and attach hereto the proposed subdivision plans as Schedule 6.2.5 (each, a “Subdivision Plan”). As soon as practicable following After the Effective Date, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing Urban, at Purchaser’s its sole cost and expense. If, despite Purchaser’s commercially reasonable effortsshall apply for and diligently prosecute, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes . Urban shall promptly deliver to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved PAID copies of all liabilities such applications, and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments and all correspondence and notices sent or received by Urban with regard respect to obtaining the Subdivision Approval such applications, and shall provide the Seller with any significant documents and correspondence of all rulings or approvals relating to the Subdivision Approvalthereto. The Seller PAID shall cooperate with the Purchaser and assist Urban in obtaining the Subdivision Approval Subdivision, and PAID shall be permitted to review, comment and approve the application and prosecution process, but at no cost, expense liability, obligation or liability responsibility to PAID. At the expiration of the initial Due Diligence Period, the Subdivision shall be final and unappealed, with all appeal periods having expired. In the event that Subdivision is not final and unappealed, with all appeal periods having expired on or prior to the Seller. The provisions expiration of this Section the initial Due Diligence Period, then Urban shall survive have the Closingright, but not the obligation, to extend the Due Diligence Period as hereinafter provided in Article 7 for such time as is necessary for the Subdivision to become final and unappealed, with all appeal periods having expired.