Coach 2007 Annual Report Download - page 89

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4.2.2 At the Closing, Buyer shall arrange for Coach, Inc. to pay all rents due under the lease held by Coach, Inc. of a portion of the
Property to the Closing Date, to be apportioned pursuant to this Article.
4.3 Customs. Except as otherwise provided in this Agreement, the apportionments shall be made as of the date immediately preceding the Closing
Date and otherwise in accordance with the customs in respect to title closings recommended by the Real Estate Board of New York, Inc.
4.4 Errors. Any errors in calculating the apportionments shall be corrected as soon as practicable following the Closing.
4.5 Survival. The provisions of this Article shall survive the Closing.
5. Title.
5.1 Permitted Encumbrances. The Property shall be conveyed subject to the Permitted Encumbrances.
5.2 Title Report. Buyer shall, promptly after it executes this Agreement, order and deliver to Seller a title search of the Land and Improvements,
together with notice of any objections which Buyer may have with respect to title which are not Permitted Encumbrances or which Seller is not required to
remove pursuant to any provision of this Agreement. Seller shall be entitled to reasonable adjournments of the Closing (not to exceed 180 days) in order to
remedy any such objections. Buyer shall be responsible for all charges and premiums in connection with its title search, title insurance policy and survey, if
any.
5.3 Inability to Convey. Notwithstanding any provision of this Agreement to the contrary, if Seller is unable to convey the Property in accordance
with this Agreement, the sole obligation and liability of Seller shall be to permit Escrow Agent to pay to Buyer the Deposit, and for Seller to pay to Buyer the
cost paid by Buyer for Buyer’s title search and survey, if any, whereupon this Agreement shall be deemed terminated and Seller and Buyer shall be released of
all obligations and liabilities under this Agreement, except those that are stated to survive the termination of this Agreement. Buyer shall have no further rights
of action against Seller, in law or in equity, for damages or specific performance. Buyer shall have the right, however, to accept such title as Seller can convey,
in which event Seller shall make the deliveries provided in this Agreement to Buyer, to the extent Seller is able to do, and there shall be no reduction of the
Purchase Price. Seller shall not be required to take any action, to institute any proceedings or to incur any expense in order to remedy any objections to title. If
Seller shall elect not to take any action, institute any proceeding or incur any expense to remedy any objection to title, Seller shall be deemed unable to convey
the Property in accordance with the terms of this Agreement, provided, however, Seller (or, if caused by only one Seller, the responsible Seller) shall be
required to remove of record the following liens (unless any of such liens are Permitted Encumbrances or Seller is not required to remove any such liens
pursuant to any express provision of this Agreement): (a) any mortgage on the Land or the Improvements other than the mortgages which are part of the Loan
Documents; and (b) any lien voluntarily created by Seller after the date of this Agreement. The acceptance of the deed to the Land and the Improvements by
Buyer shall be deemed full performance by Seller of all of Seller’s obligations under this Agreement, except those, if any, which are specifically stated in this
Agreement to survive the Closing. Unless otherwise stated on this Agreement, no obligations, liabilities, representations or warranties of Seller shall survive the
Closing.
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