Coach 2013 Annual Report Download - page 1083

(d) If the Premises shall, at the time of the Closing, be subject to any liens or transfer, inheritance, estate, franchise, license or other
similar taxes which do not otherwise constitute Permitted Encumbrances, the same shall not be deemed an objection to title provided that, at the time of the
Closing, either (i) Seller delivers certified or official bank checks at the Closing in the amount required to satisfy the same and delivers to Purchaser and/or the
Title Company at the Closing instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Company in order to omit the same as
an exception to Purchaser’s title policy at no additional premium or other charge) sufficient to satisfy and discharge of record such liens and encumbrances
together with the cost of recording or filing such instruments or (ii) the Title Company will otherwise issue or bind itself to issue a policy which will insure
Purchaser against collection thereof from or enforcement thereof against the Premises.
(e) If the Commitment or any update thereof discloses judgments, bankruptcies or other returns against other persons having names
the same as or similar to that of Seller, on request Seller shall deliver to the Title Company affidavits showing that such judgments, bankruptcies or other
returns are not against Seller in order to induce the Title Company to omit exceptions with respect to such judgments, bankruptcies or other returns or to insure
over same. In addition, Seller shall cooperate in all reasonable respects with the Title Company in connection with obtaining the Title Policy and shall deliver
to the Title Company such affidavits, certificates, other instruments and documents by evidence as are reasonably requested by the Title Company and
customarily furnished in connection with a transaction of the nature contemplated by this Agreement.
(f) Purchaser agrees to purchase the Premises subject to any and all notes or notices of violations of Laws and Regulations, noted in
or issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having jurisdiction over the
Premises (collectively, “Violations”), or any condition or state of repair or disrepair or other matter or thing, whether or not noted, which, if noted, would result
in a Violation being placed on the Premises. Seller shall have no duty to remove any Violations or cure or repair any condition, matter or thing whether or not
noted, which, if noted, would result in a Violation being placed on the Premises, and Purchaser shall accept the Premises subject to all such Violations, the
existence of any conditions at the Premises which would give rise to such Violations, if any, and any governmental claims arising from the existence of such
Violations, in each case, without any abatement of or credit against the Purchase Price; provided, that Seller shall pay on or prior to the Closing Date any
judgments, fines, penalties or other charges imposed or assessed against the Premises prior to the Closing Date by reason of any such Violations, including,
without limitation, all amounts in respect of Items 11(A)(1) and (2) of the Commitment (but in no event shall Seller be obligated to expend more than $25,000
in the aggregate pursuant to this sentence).
(g) If the Title Company shall be unwilling to remove any Title Objections which another major national title insurance company
selected by Seller (either directly or through an agent) would be willing to remove at no additional cost to and without an indemnity from Purchaser, then Seller
shall have the right to substitute such major national title insurance company for the Title Company, provided that if Purchaser elects not to use such major
national title insurance company, such Title Objections which such major national title insurance company would be willing to remove shall not constitute
Title Objections and shall be deemed Permitted Encumbrances.
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