Coach 2007 Annual Report Download - page 95

(j) The letter referred to in Subsection 4.1.2, if obtained.
(k) The estoppel letter referred to in Subsection 8.1.2., if obtained.
(l) Any other deliveries required to be made by Seller pursuant to this Agreement.
7.2 Buyer’s Deliveries. At the Closing, Buyer shall execute, acknowledge and deliver all documents, and make all of the other deliveries, required of
Buyer pursuant to this Agreement, including payment of the balance of the Purchase Price and all other payments.
7.3 Survival. The provisions of this Article shall survive the Closing.
8. Representations.
8.1 Seller’s Representations. Each Seller represents to Buyer for itself as set forth in this Section.
8.1.1 Authorization.
(a) Seller (i) is duly organized, validly existing and in good standing under the law of the State of its formation and (ii) has the power to
perform Seller’s obligations under this Agreement.
(b) This Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to
bankruptcy, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.
(c) The execution, delivery and performance of this Agreement in accordance with its terms (i) does not violate the constitutive documents of
Seller, or any agreement, order, judgment or decree binding on Seller and (ii) have been duly authorized by all necessary action by Seller.
8.1.2 Leases. A list of all of the Leases (but not subleases entered into by any tenants under the Leases) affecting the Land or the
Improvements on the date of this Agreement is attached to this Agreement as Exhibit C, complete copies of which have been made available to Buyer for
Buyer’s review. To the actual knowledge of Seller, on the date of this Agreement (i) the Leases are in good standing and in full force and effect in accordance
with their respective terms, (ii) except as set forth on Exhibit C, the Leases have not been amended and (iii) except as set forth on Exhibit C, there has been no
written claim of default under any of the Leases on the part of any party thereto which remains uncured on the date of this Agreement. Seller’s representations
under this Subsection shall not be deemed made with respect to the Lease held by Coach, Inc. of a portion of the Property. Seller shall not, without Buyer’s
consent, voluntarily terminate or modify any of the Leases or enter into any new Leases. Notwithstanding the foregoing, if prior to the Closing Date any tenant
under a Lease shall default under its Lease or any Lease is terminated (other than pursuant to a voluntarily termination by Seller), Buyer’s obligation to accept
title to the Property and to pay the full Purchase Price shall not be affected, and this Agreement shall remain in full force and effect. Nothing contained in this
Agreement shall prevent Seller from commencing any action, including a summary dispossesses proceeding or non-payment proceeding, against any tenant
that is in default under its Lease, or from applying any security deposit held by Seller. On the date of this Agreement, there are no leasing commissions due
with respect to the Leases. Seller shall request from Forest Electric Corp., and if received deliver to Buyer at the Closing, an estoppel letter in accordance with
the Lease with Forest Electric Corp. If Forest Electric Corp. fails to deliver same, Seller shall not be in default under this Agreement and this Agreement shall
remain in full force and effect in accordance with its terms and, notwithstanding the provisions of Section 8.3 Sellers’ representations in this Subsection with
respect to that Lease shall survive the Closing without time limit.
-11-