Agreement to Terminate and Release Real Property Interests - FREG and Wharf Partners LLC

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2. Except as set forth in the recorded Seitz Park Minor Subdivision, the Shared Easement Agreement, the Project Agreement dated mm_m,_, 2019 and any agreements entered into by FREG and the City after the Effective Date, FREG does herby release, terminate and quitclaim unto the City all of its right, title and interest in and to the City Parcel which it received by written instrument or otherwise. FREG does hereby release, terminate and quitclaim unto Wharf Partners all right, title and interest in and to the Wharf Partners Parcels which it received by written instrument or otherwise. Without limiting the release, termination and termination set forth in Sections 1 and 2 above, the City, FREG, and Wharf Partners agree that the easements specifically identified on Exhibit A attached hereto shall be of no further force or effect and the parties hereby release each other from any and all liabilities, claims, and obligations arising out of or in connection with any such easements. 4. Each party shall, at no additional cost to the other parties, cooperate with the other and its authorized representatives with regard to any reasonable requests made subsequent to execution of this Agreement to correct any clerical errors contained in this Agreement and to provide any and all additional documentation deemed necessary to effectuate the transaction contemplated by this Agreement. Each party further agrees that the term "cooperate," as used in this Agreement, includes agreeing to execute or re -execute any documents that the parties reasonably deem necessary or desirable to carry out the intent of this Agreement. All parties recognize the duty of each party to act in good faith and with fair dealings when effectuating the intent of this Agreement. 5. The City, FREG and Wharf Partners intend that this Agreement shall bind every person having any fee, leasehold, or other interest therein, and shall inure to the burden or benefit of each parcel referenced herein, the owner of each such parcel and their respective successors, assigns, heirs, and personal representatives. 6. This Agreement, as well as any instrument releasing or terminating this Agreement, shall be duly recorded in the Office of the Recorder of St. Joseph County, Indiana. 7. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana without reference to its conflict of laws principles. [Signature Pages Follow] 2