Coach 2013 Annual Report Download - page 506

(iii) The provisions of this Section 14 supersede any law applicable to the Premises governing the effect of condemnation in contracts
for real property and shall survive the Purchase Closing.
15. Destruction.
(i) If, prior to the Purchase Closing Date, any part of the Premises is damaged or destroyed by fire or other casualty, Optionor shall
promptly notify Optionee in writing of such fact. If the portion of the Premises so damaged or destroyed exceeds twenty percent (20%) of the rentable square
feet of the Premises (a “Significant Portion”), Optionee shall have the option to terminate the Agreement as to the transaction that is the subject of the applicable
Purchase Option Notice upon thirty (30) days’ notice to Optionor, provided, that within such thirty (30) day period Optionor may, at its option, but subject to
the terms and conditions of the Condominium Documents, notify Optionor that it intends to repair such damage at its sole cost and expense, and Optionor
may, upon such notice, postpone the Purchase Closing for a period of time reasonably necessary, but not to exceed ninety (90) days in the aggregate, to make
such repairs. If Optionee shall elect to terminate the Agreement as aforesaid, and Optionor shall not notify Optionee within such thirty (30) day period of its
intention to make such repairs, then the Deposit shall be promptly returned to Optionee 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 hereunder with respect thereto other than
those that expressly survive such termination. If Optionee does not elect to terminate the Agreement as provided above, or if the portion of the Premises so
damaged or destroyed is not more than a Significant Portion of the Premises, Optionee shall accept the Premises in its then “as is” condition with no abatement
of the Purchase Price, and at the Purchase Closing Optionor shall assign and turn over to Optionee, and Optionee shall be entitled to make a claim for and to
receive and keep, all of Optionor’s interest in and to all casualty insurance proceeds payable in connection with such casualty, and Optionee shall receive a
credit against the Purchase Price at the Purchase Closing in the amount of (a) any deductible payable by Optionor in connection with casualty coverage, plus
(b) the insurance proceeds, if any, actually received by Optionor prior to the Purchase Closing, minus (c) the reasonable out-of-pocket costs actually incurred
or paid by Optionor in collecting the proceeds and/or in making any repairs; provided, that the insurer confirms in writing its willingness to pay to Optionee
the full amount of the estimated cost of the restoration of the Premises (less the deductible), or Optionor grants to Optionee a credit in an amount equal to the
difference between the full amount of the estimated cost of the restoration of the Premises and the amount the insurer agrees to pay to Optionee. This Section 15
is an express agreement to the contrary of Section 5-1311 of the New York General Obligation Law.
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