Coach 2013 Annual Report Download - page 1080

4. PURCHASE PRICE.
(a) The total purchase price to be paid by Purchaser to Seller for the Property (the “ Purchase Price”) is ONE HUNDRED THIRTY
MILLION DOLLARS ($130,000,000), subject to apportionments, adjustments and credits as provided in this Agreement, payable in full by Purchaser to or
as directed by Seller in cash at Closing.
(b) As used in this Agreement, the term “business day” shall mean every day other than Saturdays, Sundays, all days observed by
the federal or New York State government as legal holidays and all days on which commercial banks in New York State are required by law to be closed. Any
reference in this Agreement to a “day” or a number of “days” (other than references to a “business day” or “business days”) shall mean a calendar day or
calendar days.
5. STATUS OF TITLE
.
Subject to the terms and provisions of this Agreement, Seller agrees to sell, assign and convey Seller’s interest in the Premises to Purchaser,
and Purchaser shall accept and assume the same, subject only to the following (collectively, the “ Permitted Encumbrances”):
(a) the state of facts disclosed (the “ Disclosed Survey Items”) on (i) the survey prepared by Manhattan Surveying, P.C., dated August
20, 1993 and updated as of July 28, 2005 with respect to the portion of the Premises designated as Lot 45 of Block 705 on the Tax Map, and (ii) the survey
dated May 15, 1942, updated on April 10, 2001 by Roland K. Link, and further updated on September 17, 2008 and October 24, 2008 by Harwood
Surveying P.C., with respect to the portion of the Premises designated as Lot 46 of Block 705 on the Tax Map, (collectively, the “ Existing Survey”), and any
further state of facts which are not Disclosed Survey Items as a current survey or visual inspection of the Premises would disclose;
(b) the standard printed exclusions from coverage contained in the ALTA form of owner’s title policy currently employed by the Title
Company for use in New York State;
(c) Non-Objectionable Encumbrances (as hereinafter defined), and any liens, encumbrances or other title exception approved or
waived in writing by Purchaser as provided in this Agreement;
(d) Property Taxes which are a lien but not yet due and payable, subject to proration in accordance with Section 7;
(e) any laws, rules, regulations, statutes, ordinances, orders and regulations of all governmental authorities having jurisdiction with
respect to the Premises (“Laws and Regulations”), including, without limitation, all zoning, land use, building and environmental laws, rules regulations,
statutes, ordinances, orders or other legal requirements, including, landmark designations and all zoning variance and special exceptions, if any;
(f) all covenants, restrictions and easements (i) of record as of the date hereof or hereafter approved or deemed approved by Purchaser
as provided in this Agreement, or (ii) given for the benefit of any utility company or governmental authority, including all easements relating to electricity,
water, steam, gas, telephone, sewer or other utility service or the right to use and maintain any utility pipelines, poles, lines, wires, cables, boxes, conduits or
other like fixtures, facilities, and appurtenances thereto, in, on, over under or across the Premises, but excluding any license or other agreement with respect to
any antenna, satellite dish or other cellular communications equipment, which agreements will not expire or terminate by their terms on or prior to the Closing
Date or may not be terminated by the owner of the Property without penalty upon not more than thirty (30) days’ (or less) prior notice ;
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