Coach 2013 Annual Report Download - page 1087

(b) During the period from the date hereof until the Closing Date (as the same may be extended in accordance with the terms of this
Agreement), Seller shall not, to the extent the same would be binding on or affect the Premises or any owner thereof after the Closing, except as permitted under
Section 9(a), without Purchaser’s prior written approval in each instance, which approval shall not be unreasonably withheld, conditioned or delayed:
(i) voluntarily subject the Property to any additional liens, encumbrances, covenants, restrictions or easements which would
not constitute Permitted Encumbrances; and
(ii) enter into any employment contract, service contract or any other agreement with respect to all or any portion of the
Property;
(iii) amend or modify (other than non-material amendments or modifications) or renew or extend any Contracts existing on the
date hereof;
(iv) enter into any new Contracts or Space Leases; or
(v) cause the number of Employees at the Property to increase in any material respect or make any material changes in the
salaries, wages or benefits paid to the Employees at the Property other than (A) as provided for in the applicable CBAs, (B) as required by applicable law, or
(C) as determined by Seller if necessary for the reasonable and prudent operation of the Property or the conduct of Seller’s or any of its affiliates’ business
therefrom.
(c) Seller covenants and agrees that it shall use commercially reasonably efforts to vacate the Premises as soon as reasonably
practicable following the occurrence of the “Closing” (as such term is defined in the Operating Agreement); provided, that in no event shall Seller vacate the
Premises later than the date that is six (6) months following the occurrence of the “Closing” (as such term is defined in the Operating Agreement).
(d) Whenever in Section 9(b) Seller is required to obtain Purchaser’s approval with respect to any transaction described therein,
Purchaser shall notify Seller of its approval or disapproval within ten (10) business days after receipt of Seller’s request therefor and all agreements to be
entered into in connection therewith. If Purchaser fails to notify Seller of its disapproval of any such transaction within said ten (10) business day period with
the reasonable basis therefor, then Purchaser shall be deemed to have approved same (except with respect to matters set forth in Section 9(b)(i) above, with
respect to which Purchaser shall be deemed to have disapproved the same).
10. ASSIGNMENTS BY SELLER AND ASSUMPTIONS BY PURCHASER; EMPLOYEES; CONDITIONS TO CLOSING.
(a) Assignment. On the Closing Date, Seller agrees to assign to Purchaser, pursuant to the instruments referenced in Section 17(c),
without recourse, representation or warranty (except as expressly set forth in this Agreement), all of Seller’s right, title and interest in, and Purchaser agrees to
assume Seller’s obligations accruing on and after the Closing Date under, (i) all transferable Licenses and Permits, if any, relating to the Property and all other
intangible Personalty, and (ii) to the extent transferable and then in effect, all service, maintenance, supply and other agreements required for the operation of or
otherwise relating to the Property (including all modifications and amendments thereof and supplements thereto, collectively the “ Contracts”) that Purchaser
elects to assume pursuant to the terms of this Section 17(a). Seller shall deliver to Purchaser on or before the date that is sixty (60) days prior to the Closing
Date a true, correct and complete copy of each of the Contracts that are then in and will not expire or terminate prior to the Closing Date and Purchaser may, at
its option, by written notice given to Seller on or prior to the date that is forty-five (45) days prior to the Closing Date, elect to assume any of such Contracts
effective from and after the Closing Date.
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