Coach 2013 Annual Report Download - page 1073

PURCHASE AND SALE AGREEMENT (as amended, modified or restated from time to time, this “ Agreement”) made as of the 10th day
of April, 2013, by and among 504-514 WEST 34th STREET CORP., a Maryland corporation, and 516 WEST 34th STREET LLC, a Delaware limited
liability company, both having an address c/o Coach, Inc., 516 West 34th Street, New York, New York 10001 (collectively, “Seller”), and ERY 34TH
STREET ACQUISITION LLC, a Delaware limited liability company, having an address c/o The Related Companies, L.P., 60 Columbus Circle, New York,
New York 10023 (“Purchaser”).
WITNESSETH:
WHEREAS, Seller is the owner and holder of the fee simple estate in and to those certain parcels of land known as 504-514 West 34th
Street, designated as Lot 45 of Block 705 on the Tax Map of the City of New York, County of New York (the “Tax Map”), and 516-520 West 34th Street,
designated as Lot 46 of Block 705 on the Tax Map, all as more particularly described on Schedule A attached hereto (collectively, the “Land”), together with
the buildings and all other improvements located on the Land (collectively, the “ Building”; the Building and the Land are referred to herein collectively as the
“Premises”);
WHEREAS, simultaneously herewith, Coach Legacy Yards LLC, an affiliate Seller (“Coach Legacy”), and Podium Fund Tower C SPV
LLC, an affiliate of Purchaser (“Fund Member”), have entered into that certain Limited Liability Company Agreement of Legacy Yards LLC (the “ Operating
Agreement”), and Coach Legacy and ERY Developer LLC, an affiliate of Purchaser (“ Developer”), have entered into that certain Development Agreement (the
“Development Agreement”), with respect to the ownership and development of a building and other improvements (collectively, as the same exist from time to
time, the “Hudson Yards Building”) on that certain parcel of land located in Eastern Rail Yard Section of the John D. Caemmerer West Side Yard in the City,
County and State of New York, all as more particularly described in the Operating Agreement and the Development Agreement;
WHEREAS, each of Seller and Purchaser will derive substantial benefit from the execution and delivery by its affiliate or affiliates of the
Operating Agreement and the Development Agreement, and the transactions contemplated thereunder; and
WHEREAS, Seller desires to sell the Property (as hereinafter defined) to Purchaser and Purchaser desires to purchase the Property from
Seller, upon and subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:
1. DEFINITIONS.
Adjourned Closing Date Section 6(a)(v)
Agreement Preamble
Apportionment Date Section 7(a)
Asbestos Section 11(g)