Coach 2013 Annual Report Download - page 1108

21. FIRPTA COMPLIANCE.
Seller shall comply with the provisions of the Foreign Investment in Real Property Tax Act, Section 1445 of the Internal Revenue Code of
1986 (as amended, “FIRPTA”). Seller acknowledges that Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property
interest must withhold tax if the transferor is a foreign person. To inform Purchaser that withholding of tax is not required upon the disposition of a United
States real property interest by Seller, Seller hereby represents and warrants that Seller is not a foreign person as that term is defined in the Internal Revenue
Code and Income Tax Regulations. On the Closing Date, Seller shall deliver to Purchaser a certification as to Seller’s non-foreign status in the form of Exhibit
3, and shall comply with any temporary or final regulations promulgated with respect thereto and any relevant revenue procedures or other officially published
announcements of the Internal Revenue Service of the U.S. Department of the Treasury in connection therewith.
22. ENTIRE AGREEMENT.
This Agreement contains all of the terms agreed upon between Seller and Purchaser with respect to the subject matter hereof, and all prior
agreements, understandings, representations and statements, oral or written, between Seller and Purchaser are merged into this Agreement. The provisions of
this Section 22 shall survive the Closing or the termination hereof.
23. AMENDMENTS.
This Agreement may not be changed, modified or terminated, except by an instrument executed by Seller and Purchaser. The provisions of
this Section 23 shall survive the Closing or the termination hereof.
24. WAIVER.
No waiver by either party of any failure or refusal by the other party to comply with its obligations shall be deemed a waiver of any other or
subsequent failure or refusal to so comply. The provisions of this Section 24 shall survive the Closing or the termination hereof.
25. PARTIAL INVALIDITY
.
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and shall be enforced to the fullest extent
permitted by law. The provisions of this Section 25 shall survive the Closing or the termination hereof.
26. SECTION HEADINGS.
The headings of the various sections of this Agreement have been inserted only for the purposes of convenience, and are not part of this
Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement. The provisions of this
Section 26 shall survive the Closing or the termination hereof.
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