Coach 2007 Annual Report Download - page 96

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8.1.3 Service Contracts. A list of all of the Service Contracts which affect the Property on the date of this Agreement is attached to this
Agreement as Exhibit D, 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 Service Contracts are in good standing and in full force and effect in accordance with their respective terms, (ii) except as set forth in Exhibit
D, the Service Contracts have not been amended, and (iii) except as set forth in Exhibit D, there has been no written claim of default under any of the Service
Contracts by any party thereto which remains uncured on the date of this Agreement. Seller shall not, without Buyer’s consent, enter into any Service Contract
after the date of this Agreement unless it can be terminated on not more than 30 days’ notice, without penalty.
8.1.4 Employees. A list of all of the Employees of the Property on the date of this Agreement who shall remain Employees of the Property
following the Closing and who shall be the responsibility of Buyer, and their salaries and any applicable collective bargaining or other agreements is attached
to this Agreement as Exhibit E. On and after the Closing Date (i) Buyer shall be deemed to have assumed and to be responsible for all employment and
employee benefit-related matters, obligations and liabilities that are payable on or after the Closing Date, regardless of whether such liabilities arise before, on or
after the Closing Date, with respect to all of the Employees, (ii) Seller shall have no responsibilities, liabilities or obligations with respect to the Employees, and
(iii) Buyer shall be deemed to have assumed the collective bargaining agreements and other employment agreements set forth on Exhibit E, and all liabilities
and obligations under those agreements, the National Labor Relations Act, the Labor Management Relations Act and all other laws and regulations applicable
to the Employees, and Seller shall have no obligation or liability in connection with same. Buyer shall indemnify, defend and hold harmless Seller from and
against all claims, actions, proceedings, losses, liabilities and expenses (including reasonable attorneys fees) by reason of Buyer’s failure to perform Buyer’s
obligations set forth in this Subsection. Seller shall indemnify, defend and hold harmless Buyer from and against all claims, actions, proceedings, losses,
liabilities and expenses (including reasonable attorney’s fees) by reason of any claim by an Employee of the Property arising prior to the Closing.
8.1.5 Actions. To the actual knowledge of Seller, there is no litigation, arbitration or other action, proceeding or governmental investigation
pending or threatened relating to the Property on the date of this Agreement, other than litigations, actions or proceedings covered by insurance, the proposed
regrading of West 33rd Street and the action against Buyer by Studley Inc. for a commission in connection with Buyer’s Lease.
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