Coach 2013 Annual Report Download - page 1078

2. PURCHASE AND SALE.
(a) Seller shall sell, assign and convey to Purchaser, and Purchaser shall purchase and assume from Seller, subject to the terms and
conditions of this Agreement: (i) fee title to the Premises; (ii) all of Seller’s right, title and interest in and to (A) the land lying in the bed of any street, highway,
road or avenue, opened or proposed, public or private, in front of or adjoining the Land to the center line thereof, (B) any rights of way, rights of ingress and
ingress, appendages, appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to the Land or any portion thereof and
used in conjunction therewith, and (C) any air or development rights appurtenant to the Land or any portion thereof; (iii) all of the fixtures, furnishings,
furniture, equipment, machinery, inventory, appliances and other tangible and intangible personal property owned by Seller, located at the Premises and used
in connection with the operation thereof (collectively, the “Personalty”), subject to Section 8 below and depletions, replacements or additions thereto in the
ordinary course of the use of the Property by Seller, Coach or any of their respective affiliates; (iv) all of Seller’s right, title and interest in, to and under the
Contracts (as hereinafter defined) in effect on the Closing Date (subject to Section 9); (v) guarantees, licenses, approvals, certificates, permits, consents,
authorizations, variances and warranties relating to the Property (collectively, the “ Permits and Licenses”), all to the extent assignable (the Contracts and the
Permits and Licenses are sometimes hereinafter referred to collectively as the “ Intangible Property”); and (vi) all plans and specifications, drawings,
engineering reports and technical manuals for the Property which are in Seller’s (or Seller’s property manager’s) possession (collectively, the “ Plans”); and all
books and records maintained by Seller, or Seller’s property manager in connection with the operation of the Premises (collectively, the “ Books and Records”).
The items described in clauses (i) through (vi) above are referred to collectively as the “ Property”.
(b) The parties hereto acknowledge and agree that the value of the Personalty is de minimis and that no part of the Purchase Price is
allocable thereto. Although it is not anticipated that any sales tax shall be due and payable, Purchaser agrees that Purchaser shall pay any and all State of New
York and City of New York sales and/or compensating use taxes imposed upon or due in connection with the transfer of the Personalty under any applicable
laws of State of New York or City of New York. Purchaser shall file all necessary tax returns with respect to all such taxes and, to the extent required by
applicable law, Seller will join in the execution of any such tax returns. The provisions of this Section 2(b) shall survive the Closing.
3. INSPECTION.
(a) Subject to the provisions of this Section 3, Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers
and contractors (collectively “Purchaser’s Representatives”) shall have the right, through the Closing Date, from time to time, upon the advance notice required
pursuant to Section 3(c), to enter upon and pass through the Premises during normal business hours to examine and physically inspect the same.
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