Coach 2013 Annual Report Download - page 1079

(b) In conducting any inspection of the Premises, Purchaser shall at all times comply in all material respects with all laws and
regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser’s Representatives shall (i) contact or have any discussions
with any of Seller’s employees, agents or representatives (other than Seller’s Representative) at, or contractors providing services to, the Premises, unless, in
each case, Purchaser obtains the prior written consent of Seller, (ii) interfere in any material respect with the business of Seller, Coach or any of their
respective affiliates conducted at the Premises , or (iii) physically damage the Premises. Seller shall designate a representative or representatives with whom
Purchaser and Purchaser’s Representatives may communicate with respect to the Premises and any inspection thereof (each and collectively, “ Seller’s
Representative”) and may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Representatives with respect to any access to
or inspection of the Premises. Purchaser shall schedule and coordinate all inspections, including, without limitation, any environmental or engineering
inspections and tests, with Seller and shall give Seller at least five (5) days prior notice thereof. Seller shall be entitled to have Seller’s Representative present at
all times during each such inspection of or other access to the Premises by Purchaser or any of Purchaser’s Representatives. Purchaser agrees to pay to Seller
on demand the actual out-of-pocket cost of repairing and restoring any damage which Purchaser or any of Purchaser’s Representatives shall cause to the
Property to the same condition the Property was in immediately prior to such damage . If Purchaser does not pay to Seller such costs within five (5) business
days’ of demand by Seller, Purchaser shall pay to Seller such cost with interest at the Default Rate from the date due to the date such costs are paid. All
inspection fees, appraisal fees, engineering fees and other costs and expenses of any kind incurred by Purchaser or Purchaser’s Representatives relating to any
inspection of and access to the Premises shall be at the sole expense of Purchaser. In the event that the Closing hereunder shall not occur for any reason
whatsoever (other than Seller’s default), Purchaser shall promptly (A) deliver to Seller, at no cost to Seller, and without representation or warranty, the
originals of all tests and reports made by or on behalf Purchaser with respect to the Property which are in the possession or control of Purchaser or Purchaser’s
Representatives, and (B) return to Seller copies of all due diligence materials delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof.
Purchaser or Purchaser’s Representatives shall treat all due diligence materials furnished by or on behalf of Seller to Purchaser or Purchaser’s Representatives
with respect to the Property as confidential and proprietary to Seller, and shall not disclose to others during the term of this Agreement (or thereafter in the event
that the Closing hereunder shall not occur) any such due diligence materials or any description thereof unless such disclosure is required by law or Purchaser
obtains the prior written consent of Seller in each instance. Purchaser shall indemnify and hold Seller harmless from any and all actual damages, losses,
liabilities and reasonable expenses (including, without limitation, reasonable attorneys’ fees) incurred by Seller in the event Purchaser or any of Purchaser’s
Representatives discloses any such due diligence materials in violation of the terms of this Section 3(b). Purchaser and Purchaser’s Representatives shall not be
permitted to conduct borings of the Premises or drilling in or on the Premises, or any other invasive testing, in connection with the preparation of an
environmental audit or in connection with any other inspection of the Premises without the prior written consent of Seller (and, if such consent is given,
Purchaser shall be obligated to pay to Seller on demand the actual cost of repairing and restoring any borings or holes created or any other damage to the
Premises caused thereby). Any liens against the Premises, or any portion thereof, arising from the performance by Purchaser’s Representatives of any services
in connection with Purchaser’s due diligence activities shall be removed by Purchaser as promptly as practicable and in any event not later than forty-five (45)
days after Purchaser shall have been notified in writing of the filing of such liens. The provisions of this Section 3(b) shall survive the Closing or any
termination of this Agreement.
(c) Prior to conducting any physical inspection or testing at the Premises, other than mere visual examination, including, without
limitation, boring, drilling and sampling of soil, Purchaser shall obtain, and during the period of such inspection or testing shall maintain, at its expense,
commercial general liability insurance, including a contractual liability endorsement, and personal injury liability coverage, with Seller and its managing
agent, if any, identified in writing by Purchaser, as additional insureds, from an insurer reasonably acceptable to Seller, which insurance policies must have
limits for bodily injury and death of not less than Five Million Dollars ($5,000,000) for any one occurrence and not less than Five Million Dollars
($5,000,000) for property damage liability for any one occurrence. Prior to making any entry upon the Premises, Purchaser shall furnish to Seller a certificate
of insurance evidencing the foregoing coverages in form and substance reasonably satisfactory to Seller.
(d) Purchaser agrees to indemnify and hold Seller and its disclosed or undisclosed, direct and indirect shareholders, officers,
directors, trustees, partners, principals, members, employees, agents, affiliates, representatives, consultants, accountants, contractors and attorneys, and any
successors or assigns of the foregoing (collectively with Seller, “ Seller Parties”) harmless from and against any and all actual losses, costs, damages, liens,
claims, liabilities or expenses (including, but not limited to, reasonable attorneys’ fees, court costs and disbursements) incurred by any of the Seller Parties
arising from or by reason of Purchaser’s and/or Purchaser’s Representatives’ access to, or inspection of, the Premises or any tests or inspections of the
Premises or other due diligence conducted by or on behalf of Purchaser. The provisions of this Section 3(d) shall survive the Closing or any termination of this
Agreement.
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