Coach 2013 Annual Report Download - page 505

(a) if such Taking involves ten percent (10%) or less of the rentable area of the Premises as determined by an independent
architect chosen by Optionor (subject to Optionee’s review and reasonable approval of such determination and the provisions of Section 14(ii)), then the parties
shall nonetheless consummate this transaction in accordance with the Agreement, without any abatement of the Purchase Price or any liability or obligation on
the part of Optionor by reason of such Taking; provided, that Optionor shall, on the Purchase Closing Date, (x) assign and remit to Optionee any award or
other proceeds which may have been collected by Optionor as a result of such Taking, less all amounts reasonably and actually expended by Optionor to
collect such award and/or to remedy any unsafe conditions at, or repair any damage to, the Premises as a result of such Taking, or (y) if no award or other
proceeds shall have been collected, deliver to Optionee an assignment of Optionor’s right to all such award or other proceeds which may be payable to Optionor
as a result of such Taking, and Optionee shall reimburse Optionor for all amounts reasonably and actually expended by Optionor in furtherance of collecting
such award or other proceeds;
(b) if such Taking involves more than ten percent (10%) of the rentable area of the Premises as determined by an
independent architect chosen by Optionor (subject to Optionee’s review and reasonable approval of such determination and the provisions of Section 14(ii)),
then Optionee shall have the option to terminate the Agreement as to the transaction that is the subject of the applicable Purchase Option Notice by delivering
notice of such termination to Optionor, whereupon the Agreement shall terminate as to the transaction that is the subject of the applicable Purchase Option
Notice, and neither party shall have any further rights or obligations with respect thereto other than pursuant to the provisions of the Agreement which are
expressly provided to survive such termination. If a Taking described in this clause (b) shall occur and Optionee shall not elect to terminate the Agreement as to
the transaction that is the subject of the applicable Purchase Option Notice, then Optionee and Optionor shall consummate this transaction in accordance with
the Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Optionor by reason of such Taking; provided, that
Optionor shall, on the Purchase Closing Date, (x) assign and remit to Optionee any award or other proceeds which may have been collected by Optionor as a
result of such Taking, less all amounts reasonably and actually expended by Optionor to collect such award and/or remedy any unsafe or unlawful conditions
at the Premises as a result of such Taking, or (y) if no award or other proceeds shall have been collected, deliver to Optionee an assignment of Optionor’s right
to all such award or other proceeds which may be payable to Optionor as a result of such Taking, and Optionee shall reimburse Optionor for all amounts
reasonably and actually expended by Optionor in furtherance of collecting such award or other proceeds.
(ii) Optionee shall have the right to dispute any determination by an independent architect pursuant to Section 14(i) by giving Optionor
a notice thereof and describing the basis of such dispute in reasonable detail within ten (10) Business Days following Optionor’s delivery of such independent
architect’s determination. If Optionee fails to timely deliver such a notice, then Optionee shall be deemed to have waived its right to dispute the same. If
Optionee shall timely deliver such a notice, then such dispute shall be resolved by expedited arbitration before a single arbitrator in New York, New York
acceptable to both Optionor and Optionee in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if
Optionor and Optionee fail to agree on an arbitrator within five (5) Business Days after Optionor’s receipt of Optionee’s notice, then either party may request
the office of the American Arbitration Association located in New York, New York to designate an arbitrator. Such arbitrator shall be an independent architect
having at least ten (10) years of experience in the construction of office buildings in New York, New York. The costs and expenses of such arbitrator shall be
borne equally by Optionor and Optionee.
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