Coach 2013 Annual Report Download - page 1102

16. TRANSFER TAXES AND TRANSACTION COSTS.
(a) At the Closing, Seller and Purchaser shall execute, acknowledge, deliver and file all such returns as may be necessary to comply
with any applicable city, county or state conveyance tax laws and/or New York real estate conveyance tax laws (collectively, as the same may be amended from
time to time, the “Transfer Tax Laws”). The transfer taxes payable pursuant to the Transfer Tax Laws shall collectively be referred to as the “ Transfer Taxes”.
On the Closing Date, Seller will pay (or cause to be paid) to the appropriate party the Transfer Taxes payable under the Transfer Tax Laws, if any, in
connection with the consummation of the transactions contemplated by this Agreement.
(b) Seller shall be responsible for (i) the costs of its legal counsel, advisors and other professionals employed by it in connection with
the sale of the Property, (ii) the costs associated with terminating any Contracts or Employees as provided for hereinabove, and (iii) any recording fees relating
to its obligations (if any) to remove Title Objections.
(c) Except as otherwise provided above, Purchaser shall be responsible for (i) the costs and expenses associated with its due diligence,
(ii) the costs and expenses of its legal counsel, advisors and other professionals employed by it in connection with the purchase of the Property, (iii) all
premiums and fees for title examination and owner’s title insurance obtained by Purchaser and all related charges and survey costs in connection therewith,
(iv) the recording taxes and/or charges for any financing that Purchaser may elect to obtain, (v) premiums and fees for title examination and mortgagee title
insurance in connection with any financing that Purchaser may elect to obtain and all related charges in connection therewith, and (vi) any recording fees for
the recording of the deed to be recorded in connection with the transactions contemplated by this Agreement.
(d) The provisions of this Section 16 shall survive the Closing.
17. DELIVERIES TO BE MADE ON THE CLOSING DATE.
(a) Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the
following:
(i) A duly executed and acknowledged bargain and sale deed without covenants against grantor’s acts in the form of Exhibit
1 attached hereto;
(ii) A duly executed Bill of Sale in the form of Exhibit 2 attached hereto;
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