Coach 2013 Annual Report Download - page 468

(ii) Within seven (7) days after the appointment of the third arbitrator, the three arbitrators will meet (the “ Initial Meeting”)
and set a hearing date for the arbitration. The hearing shall not exceed two days and shall be scheduled to be held within thirty (30) days after the Initial
Meeting. At the Initial Meeting, Optionor and Optionee may each submit a revised Purchase Price determination for the applicable Purchase Option Exercise
Space (each, a “Final Purchase Price Determination”); provided, that Optionor’s Final Purchase Price Determination may not be greater than Optionor’s Initial
Purchase Price Determination, and Optionee’s Final Determination may not be lower than Optionee’s Initial Purchase Price Determination. If Optionor shall fail
so to submit a Final Purchase Price Determination, then Optionor’s Initial Purchase Price Determination shall constitute Optionor’s Final Purchase Price
Determination, and if Optionee shall fail so to submit a Final Purchase Price Determination, then Optionee’s Initial Purchase Price Determination, as
applicable, shall constitute Optionee’s Final Purchase Price Determination.
(iii) There shall be no discovery in the arbitration. On reasonable notice to the other Party, however, Optionee may inspect
the Purchase Option Exercise Space and any portion of the Building relevant to its claims. Thirty (30) days prior to the scheduled hearing, the Parties may
exchange opening written expert reports and opening written pre-hearing statements. Opening written pre-hearing statements shall not exceed twenty (20) pages
in length. Two weeks prior to the hearing, the Parties may exchange rebuttal written expert reports and rebuttal written pre-hearing statements. Rebuttal written
pre-hearing statements shall not exceed ten (10) pages in length. Ten (10) days prior to the hearing, the Parties shall exchange written witness lists, including a
brief statement as to the subject matter to be covered in the witnesses’ testimony. One week prior to the hearing, the Parties shall exchange all documents which
they intend to offer at the hearing. Other than rebuttal witnesses, only the witnesses listed on the witness lists shall be allowed to testify at the hearings. Closing
arguments shall be heard immediately following conclusion of all testimony. The proceedings shall be recorded by stenographic means. Each Party may
present live witnesses and offer exhibits, and all witnesses shall be subject to cross-examination. The arbitrators shall conduct the two (2) day hearing so as to
provide each Party with sufficient time to present its case, both on direct and on rebuttal, and permit each Party appropriate time for cross examination;
provided, that the arbitrators shall not extend the hearing beyond two (2) days. Each Party may, during its direct case, present evidence in support of its
position and in opposition to the position of the opposing Party.
(iv) The determination of the Purchase Price by the third arbitrator shall be either the amount set forth in Optionor’s Final
Purchase Price Determination or the amount set forth in Optionee’s Final Purchase Price Determination. The third arbitrator may not select any other amount as
the Purchase Price. The fees and expenses of any arbitration pursuant to this Section 4(b) shall be borne by the Parties equally, but each Party shall bear the
expense of its own arbitrator, attorneys and experts and the additional expenses of presenting its own evidence and proof. The arbitrators shall not have the
power to add to, modify or change any of the provisions of this Agreement. Each arbitrator shall have at least ten (10) years in the valuation of first class office
properties in Manhattan similar in character to the Purchase Option Exercise Space. After a determination has been made of the Purchase Price, the Parties
shall execute and deliver an instrument setting forth the Purchase Price, but the failure to so execute and deliver any such instrument shall not affect the
determination of Purchase Price.
(v) If the final determination of the Purchase Price shall not be made on or before the day that is thirty (30) days prior to
the scheduled Purchase Closing Date, the scheduled Purchase Closing Date shall be adjourned until the date that is thirty (30) days after the date on which
such final determination of the Purchase Price is made.
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