Coach 2013 Annual Report Download - page 150

(viii) Title to the Coach Unit is free of Encumbrances other than the Permitted Encumbrances, and, at the Coach Member’s
election and its sole cost and expense, a binding and enforceable ALTA form of Title Insurance Commitment (showing no Encumbrances other than the
Permitted Encumbrances) has been issued to the Coach Member, naming the Coach Member or an Affiliate of the Coach Member as the Coach Member may
designate to acquire fee title to the Coach Unit (“ Coach Designee”), as the insured thereunder.
(ix) Subject to Section 3.8(i), there is not then existing any Material Litigation.
(x) The receipt by the Coach Member and the Coach Lender of an updated survey of the Property and a surveyor’s
certification (such certification to be substantially in the form delivered to the Construction Lender on the date hereof) dated no more than sixty (60) days prior
to Closing.
(xi) The receipt by the Coach Member of satisfactory evidence from its Title Insurer and/or Department of Buildings
expediter that there are (A) no Developer Violations that have a Material Adverse Effect (except those routinely issued during construction and which Developer
will cause to be removed in the ordinary course pursuant to the terms of the Development Agreement), and (B) no mechanics’ or materialmens’ liens affecting
or filed of record against the Coach Unit unless caused or resulting from Coach Finish Work or otherwise arising from any affirmative act or wrongful
omission of the Coach Member or any Coach Consultant ( i.e., where there is an obligation to affirmatively act) which have not been bonded or removed of
record or insured over.
(xii) Subject to the payment by the Coach Member at Closing of the balance of the Coach Fixed Land Cost and all other
Coach Total Development Costs then due and payable as provided in Section 3.8(h)(i), the Company shall have caused Legacy Tenant to subsever the
Building C Lease with respect to the Coach Unit in accordance with the terms thereof and to terminate such subsevered lease or to amend the Building C Lease
to exclude the Coach Unit as of the Closing Date, and the Fund Member shall have paid or caused to be paid to the MTA or such other party as directed by the
MTA the Option Price for the Coach Unit, and delivered or caused to be delivered to the Coach Member the Deed and each of the other items to be delivered at
Closing pursuant to Section 3.8(e). The Members acknowledge and agree that pursuant to Section 10.08 of the Development Agreement a portion of the Coach
Fixed Land Cost equal to the Option Price shall be advanced by or on behalf of the Coach Member at the Closing, and such amount may be paid directly to
the MTA by the Coach Member at the Closing and if so paid shall be credited toward the amounts to be paid by the Coach Member at the Closing pursuant to
Section 3.8(h).
(xiii) There having not occurred any Major Event, and any portion of the Project damaged or destroyed as a result of any other
casualty or condemnation shall have been repaired and restored by Legacy Tenant subject to and in accordance with the terms of this Agreement;
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