Coach 2013 Annual Report Download - page 1099

12. DAMAGE AND DESTRUCTION .
(a) If all or any part of the Building is damaged by fire or other casualty occurring on or after the date hereof and prior to the Closing
Date, whether or not such damage affects a material part of such building, then neither party shall have the right to terminate this Agreement, Seller shall
assign and remit to Purchaser all insurance proceeds resulting therefrom, less all amounts reasonably and actually expended by Seller to collect such proceeds
and/or remedy any unsafe or unlawful conditions at the Premises as a result of such fire or casualty, and the parties shall nonetheless consummate this
transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such
destruction or damage, except that Seller shall be required to restore the Premises to the extent (and only to the extent) required by applicable Laws and
Regulations to address unsafe conditions at the Premises; provided, that Seller shall, on the Closing Date, (i) assign and remit to Purchaser all insurance
proceeds which may have been collected by Seller with respect to such casualty, less all amounts reasonably and actually expended by Seller to collect such
proceeds or to remedy any such unsafe conditions at, or repair any damage to, the Premises as a result of such casualty, or (ii) if no insurance proceeds shall
have been collected, deliver to Purchaser an assignment of Seller’s right to all proceeds which may be payable to Seller as a result of such casualty, and
Purchaser shall reimburse Seller for all amounts reasonably and actually expended by Seller in furtherance of collecting such proceeds.
(b) The provisions of this Section 12 supersede any law applicable to the Premises governing the effect of fire or other casualty in
contracts for real property.
13. CONDEMNATION.
(a) If, prior to the Closing Date, any part of the Premises is taken (other than a temporary taking), or if Seller shall receive an official
notice from any governmental authority having eminent domain power over the Premises of its intention to take, by eminent domain proceeding, any part of the
Premises (a “Taking”), then:
(i) if such Taking involves twenty-five percent (25%) or less of the rentable area of the Building as determined by an
independent architect chosen by Seller (subject to Purchaser’s review and reasonable approval of such determination and the provisions of Section 13(b)), then
neither party shall have any right to terminate this Agreement, and the parties shall nonetheless consummate this transaction in accordance with this
Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Taking; provided, however, that
Seller shall, on the Closing Date, (A) assign and remit to Purchaser any award or other proceeds which may have been collected by Seller as a result of such
Taking, less all amounts reasonably and actually expended by Seller to collect such award and/or to remedy any unsafe conditions at, or repair any damage
to, the Premises as a result of such Taking, or (B) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right
to all such award or other proceeds which may be payable to Seller as a result of such Taking, and Purchaser shall reimburse Seller for all amounts
reasonably and actually expended by Seller in furtherance of collecting such award or other proceeds.
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