Coach 2013 Annual Report Download - page 467

4. Purchase Price.
(a) The purchase price for the purchase of any Purchase Option Exercise Space (the “Purchase Price”) shall be an amount equal to
ninety-five percent (95%) of the Fair Market Value (hereinafter defined) of such Purchase Option Exercise Space as of the date that immediately precedes the
applicable Vacancy Date by one (1) year. Within thirty (30) days of delivery of a Purchase Option Notice, Optionor shall deliver to Optionee written notice (
“Optionor’s Initial Purchase Price Determination”) specifying Optionor’s determination of the Purchase Price for such Purchase Option Exercise Space as of
the date that immediately precedes the applicable Vacancy Date by one (1) year . As used herein, “Fair Market Value” means, with respect to any Purchase
Option Exercise Space, the purchase price that a willing purchaser would pay and a willing seller would accept for such Purchase Option Exercise Space on
the date that immediately precedes the applicable Vacancy Date by one (1) year, vacant and free and clear of any and all tenancies and other rights of
occupancy or possession, and taking into account all other relevant factors (including, without limitation, the location of the Purchase Option Exercise Space,
the Class A classification of the Building and the date on which construction thereof was completed, and the Common Charges (as defined in the
Condominium Declaration) and assessments payable with respect to the Purchase Option Exercise Space as of the date that immediately precedes the
applicable Vacancy Date by one (1) year (including, without limitation, any amounts payable pursuant to the ERY FAOA Declaration (as defined in the
Condominium Declaration), if any, in addition to such Common Charges and assessments, the applicable Delivery Condition of the Purchase Option Exercise
Space and the cost (if any) to Optionee of demolishing any existing leasehold improvements therein, and all other Purchase Option Terms). Within thirty (30)
days after receipt of an Optionor’s Initial Purchase Price Determination, Optionee shall notify Optionor in writing (the “ PP Response Notice”) whether Optionee
accepts or disputes Optionor’s determination of the Purchase Price for the applicable Purchase Option Exercise Space, and if Optionee disputes Optionor’s
determination of the Purchase Price, then the PP Response Notice shall set forth Optionee’s determination thereof (“ Optionee’s Initial Purchase Price
Determination”). If Optionee fails timely to object to Optionor’s Initial Purchase Price Determination by delivery of a PP Response Notice that sets forth
Optionee’s determination of the Purchase Price for the applicable Purchase Option Exercise Space, then Optionor may send second notice to Optionee of such
failure and if Optionee does not respond to such second notice within ten (10) Business Days after receipt of the same, then Optionee shall be deemed to have
accepted Optionor’s Initial Purchase Price Determination with respect to the applicable Purchase Option Exercise Space.
(b) (i) If Optionee disputes Optionor’s Initial Purchase Price Determination with respect to any Purchase Option Exercise Space
and Optionor and Optionee fail to agree as to the Purchase Price within thirty (30) days after Optionor’s receipt of the PP Response Notice, then the Purchase
Price for such Purchase Option Exercise Space shall be determined by arbitration in the City of New York, as set forth in this Section 4(b). Optionee shall
initiate the arbitration process by giving notice to that effect to Optionor within forty-five (45) days after the giving of PP Response Notice, which notice shall
include the name and address of Optionee’s designated arbitrator. Within five (5) Business Days after the designation of Optionee’s arbitrator, Optionor shall
give notice to Optionee of the name and address of Optionor’s designated arbitrator. If Optionor shall fail timely to appoint an arbitrator, then Optionee may
request the American Arbitration Association (or any organization which is the successor thereto) (the “ AAA”) to appoint an arbitrator on Optionor’s behalf.
Such two arbitrators shall have ten (10) Business Days to appoint a third arbitrator who shall be impartial. If such arbitrators fail to do so, then either
Optionor or Optionee may request the AAA to appoint an arbitrator who shall be impartial within thirty (30) days after such request and both Parties shall be
bound by any appointment so made within such thirty (30) day period. If no such third arbitrator shall have been appointed within such thirty (30) day
period, either Optionor or Optionee may apply to the Supreme Court, New York County to make such appointment. The third arbitrator only shall subscribe
and swear to an oath fairly and impartially to determine such dispute.
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