Coach 2013 Annual Report Download - page 1096

(d) The representations and warranties of Seller set forth in Section 11(c) are subject to the following limitations: (i) subject to the
express provisions of Section 9(b), Seller does not represent or warrant that any particular Contract or Space Lease will be in force or effect as of the Closing
or that the contractors thereunder, as applicable, will not be in default thereunder, (ii) to the extent that Seller has delivered or made available to Purchaser (or to
any Diligence Party (as defined below)) any Contracts or other information with respect to the Property at any time prior to the date hereof, and such Contracts
or other information contain provisions inconsistent with any of such representations and warranties, then such representations and warranties shall be
deemed modified to conform to such provisions and Purchaser shall be deemed to have knowledge thereof and (iii) in the event that, prior to the Closing,
Purchaser shall obtain actual knowledge of any information that is contradictory to, and would constitute the basis of a breach of, any representation or
warranty or failure to satisfy any condition on the part of Seller, then, promptly thereafter (and, in all events, on or prior to Closing), Purchaser shall deliver
to Seller notice of such information specifying the representation, warranty or condition to which such information relates, and Purchaser further
acknowledges that such representation, warranty or condition will not be deemed breached in the event Purchaser shall have, prior to Closing, obtained actual
knowledge of any information that is contradictory to such representation or warranty and shall have failed to disclose to Seller as required hereby and
Purchaser shall not be entitled to bring any action after the Closing Date based on such representation, warranty or condition. Without limiting the generality of
the foregoing, Purchaser shall be deemed to know that any representation or warranty contained herein is untrue, inaccurate or breached to the extent that (1)
Purchaser has knowledge of any fact or information which is inconsistent with such representation or warranty or (2) this Agreement or any Contracts or other
information with respect to the Property delivered or made available to Purchaser or any Diligence Party contain provisions inconsistent with any of such
representations and warranties. “Diligence Party” shall mean any of the following: (i) Purchaser and (ii) any officers, directors, employees, agents,
consultants, affiliates, attorneys and representatives of Purchaser or any affiliate of Purchaser who were involved in the negotiation of this Agreement, reviewed
any Contracts or other information relating to the Property, were involved in the preparation of the Diligence Reports or the performance of the due diligence
conducted on behalf of Purchaser in order to prepare the same. “Diligence Reports” mean the results of any examinations, inspections, investigations, tests,
studies, analyses, appraisals, evaluations and/or investigations prepared by or for or otherwise obtained by or on behalf of Purchaser in connection with the
Property.
(e) Each of the provisions of this Section 11 shall survive the Closing, but such survival shall be limited, in the case of the
Surviving Representations, to the extent set forth in Section 11(c). The provisions of Section 11(a) and Section 11(b) shall be deemed incorporated by reference
and made a part of all documents or instruments delivered by Seller to Purchaser in connection with the sale of the Property.
(f) Purchaser hereby represents and warrants to Seller as of the date hereof and as of Closing Date that:
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