Coach 2013 Annual Report Download - page 1101

14. BROKERS AND ADVISORS .
(a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit,
any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “ Broker”) in connection with this Agreement or the
transactions contemplated hereby other than CBRE, Inc. (“ Seller’s Broker”). Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller
Parties, and any successors or assigns of the foregoing harmless from and against any and all claims, demands, causes of action, losses, costs and expenses
(including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for any commission, fees or other compensation or
reimbursement for expenses made by any Broker (other than Seller’s Broker) engaged by or claiming to have dealt with Purchaser in connection with this
Agreement or the transactions contemplated hereby. Seller shall pay, or cause Coach, Inc. to pay, all commissions, fees, or other compensation or
reimbursement due to Seller’s Broker pursuant to a separate agreement.
(b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit,
any Broker (other than Seller’s Broker) in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend
and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any
successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including
reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses
made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby, including,
without limitation, Seller’s Broker.
(c) The provisions of this Section 14 shall survive the Closing or earlier termination of this Agreement.
15. TAX REDUCTION PROCEEDINGS.
Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Premises or any portion thereof for real
estate taxes or a refund of Property Taxes previously paid (a “Tax Certiorari Proceeding”) to the City of New York for any fiscal year. Seller shall have the right
to withdraw, settle or otherwise compromise any Tax Certiorari Proceeding affecting real estate taxes assessed against the Premises (a) for any fiscal period
prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (b) for the fiscal year in which the Closing shall occur or
any fiscal year thereafter, provided Purchaser shall have consented with respect thereto. The amount of any tax refunds (net of attorneys’ fees and other actual
out-of-pocket costs incurred to obtain such tax refunds) with respect to any portion of the Premises for the tax year in which the Apportionment Date occurs
shall be apportioned between Seller and Purchaser as of the Apportionment Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of
the Premises for the tax year in which the Apportionment Date occurs, then (i) within thirty (30) days after receipt by Seller or Purchaser, as the case may be,
of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be
readjusted between Seller and Purchaser, and (ii) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an
amount equal to the savings realized (as apportioned). All tax refunds, credits or other benefits applicable to the portion of the tax year preceding the Closing or
to any fiscal period prior thereto shall belong solely to Seller (and Purchaser shall have no interest therein), and if any such refund, credit or other benefit shall
be paid to Purchaser, Purchaser shall pay the same to Seller within ten (10) business days following Purchaser’s receipt thereof and, if not timely paid, with
interest thereon from the date payment was due until paid to Seller at a rate equal to the Default Rate. The provisions of this Section 15 shall survive the
Closing.
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