Coach 2013 Annual Report Download - page 1103

(iii) Originals or, if unavailable, copies, of plans and specifications, technical manuals and similar materials for the
Building or any portion thereof, including, without limitation, all Building systems to the extent same are in Seller’s possession or control;
(iv) A duly executed certification as to Seller’s non-foreign status in accordance with Section 1445 of the Code, if appropriate,
in the form of Exhibit 3 attached hereto;
(v) Resolutions of Seller’s board of directors or the written consent of Seller’s members, as applicable, in a form reasonably
satisfactory to the Title Company, authorizing the transaction contemplated herein and the execution and delivery of the documents required to be executed and
delivered by Seller hereunder;
(vi) Seller shall execute an affidavit in lieu of registration as required by Chapter 664 of the Laws of 1978, in the form of
Exhibit 4 attached hereto and made a part hereof;
(vii) Seller shall execute, acknowledge and deliver to the Title Company a title affidavit in the form attached hereto as Exhibit
5 and made a part hereof;
(viii) Originals or, if unavailable, copies, of all Books and Records relating to the ownership and operation of the Premises and
maintained by Seller during Seller’s ownership thereof to the extent the same are in Seller’s possession;
(ix) Originals or, if unavailable, copies, of all Plans, Permits and Licenses and approvals relating to the ownership, use or
operation of the Premises, to the extent in Seller’s possession; and
(x) Keys and combinations in Seller’s possession relating to the operation of the Premises; and
(xi) An instrument (the “Representation Update”) confirming that the Surviving Representations remain true and correct in
all material respects on and as of the Closing Date of advising Purchaser in what respects Seller’s Representations are inaccurate as of the Closing Date.
Seller shall be deemed to have delivered the items set forth in clauses (ii), (vii) and (viii) above if the same are left in the management office at the Premises on
the Closing Date.
(b) Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the
following:
(i) The Purchase Price, in cash, by wire transfer to an account or accounts designated by Purchaser prior to the Closing
Date;
(ii) If Purchaser is a corporation, (1) copies of the certificate of incorporation and by-laws of Purchaser and of the
resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (2) a good standing
certificate for Purchaser issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (3) a good standing certificate
for Purchaser issued by the State of New York (if not incorporated in but having the authority to do business in the State of New York) dated within thirty
(30) days of the Closing Date; and (4) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers
of Purchaser executing any documents or instruments in connection with the transactions contemplated herein;
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