Coach 2013 Annual Report Download - page 133

“Punch List Escrow Agreement ” shall mean that certain Punch List Escrow Agreement to be entered into by and between the Company, the Fund
Member, the Coach Member and Developer or the Replacement Developer, as applicable, at closing in substantially the form attached as Exhibit L hereto.
“Punch List Work” shall have the meaning ascribed thereto in the Development Agreement.
“Purchase Agreement” shall mean that certain Purchase and Sale Agreement, dated as of the date hereof, by and between 510-514 West 34 th Street
Corp. and 516 West 34th Street LLC, Affiliates of the Coach Member, collectively, as seller, and ERY 34
th
Street Acquisition LLC, an Affiliate of Related and Oxford, as
purchaser, with respect to the purchase and sale of certain parcels of land known as 510-514 West 34th Street and 516-520 West 34th Street (Block 705,
Lots 45 and 46 on the Tax Map of the City of New York), together with the buildings and all other improvements located thereon , as the same may be
amended, restated or supplemented or otherwise modified from time to time.
“Redemption Agreement” shall mean that certain Redemption Agreement and Amendment to be entered into by and between the Company, the Fund
Member and the Coach Member at Closing, in substantially the form attached as Exhibit K hereto.
“Register’s Office” shall mean the Office of the Register of the City of New York.
“Regulations” shall mean the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding regulations).
“Related” shall have the meaning set forth in the Recitals.
“Related Affiliate” shall mean any Person (a) over which any Related Control Person exercises day-to-day operational and managerial control as a
managing member or otherwise, and (b) of which one or more Related Beneficial Owners collectively own, directly or indirectly, at least three percent (3%) of
the economic interests; provided, that the aggregate equity investment of such Related Control Persons with respect to both the ERY and the Western Rail Yard
Section of the John D. Caemmerer West Side Yard shall not be required to exceed $100,000,000.00.
“Related Beneficial Owners” shall mean any of Stephen M. Ross and/or Jeff T. Blau and/or Bruce A. Beal, Jr. and their respective spouses,
descendants, heirs, legatees and devisees and any trust created for the benefit of any such persons.
“Related Control Person” shall mean any of Stephen M. Ross and/or Jeff T. Blau and/or Bruce A. Beal, Jr.
“Related Hudson Yards” shall mean Related Hudson Yards LLC, a Delaware limited liability company.
“Related/Oxford Guarantor” shall mean, collectively, and jointly and severally, Related and Oxford Guarantor, together with their respective permitted
successors and assigns.
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