Coach 2013 Annual Report Download - page 1091

(i) Representations and Warranties. The representations and warranties of Seller contained in Section 11(c) shall be true and
correct in all material respects as of the Closing Date, as though made on and as of the Closing Date. Notwithstanding the foregoing, Purchaser shall have no
right to terminate this Agreement and there shall be no reduction in the Purchase Price if any representation made by Seller on the date hereof shall not be true
and correct in any material respect on or as of the Closing Date if such inaccuracy is due to (i) any condition or matter arising or occurring after the date
hereof, in each case, not within Seller’s reasonable control or (ii) any action taken, or any omission, by or on behalf of Seller in accordance with or permitted
by the provisions of this Agreement (and, for the avoidance of doubt, no such permitted change shall constitute a Seller breach or a failure of condition under
this Agreement). If Seller, in the Representation Update to be delivered by Seller pursuant to this Agreement, makes any qualifications or other changes to
Seller’s representations and warranties that are not described in the foregoing clause (i) or clause (ii) (any such other qualification or other change, a
“Qualification”), Purchaser shall have no right, remedy or claim against Seller, and Seller shall in any event be deemed to have satisfied the condition set forth
in this Section 10(f)(i), unless the sum of (A) in the case of Qualifications resulting from circumstances that can be cured by the payment of money, the
aggregate cost of correcting all such circumstances, plus (B) in the case of Qualifications resulting from circumstances that cannot readily be corrected with
the payment of money, the aggregate diminution in the value of the Premises, exceeds the Threshold Amount. If any Qualifications in the aggregate involve
costs and/or impairments to value that are in excess of the Threshold Amount, then Seller shall have the right, in Seller’s sole and absolute discretion, to credit
Purchaser the amount of such costs and/or impairments to value in excess of the Threshold Amount, in which event such Qualification shall be deemed to not
constitute a failure of a condition to Purchaser’s obligations to effectuate the Closing under this Agreement, and Purchaser shall be required to close hereunder
and shall have no further remedy therefor. In either event, the costs and/or impairments to value resulting from any such Qualifications shall be credited
against the Threshold Amount for purposes of determining, after the Closing, whether the Damages resulting from any breach of the representations contained
in Section 11(c) exceeds the Threshold Amount. If Seller does not elect to credit Purchaser the amount of such costs and/or impairments to value in excess of
the Threshold Amount, then the provisions of Section 10(g) shall apply.
(ii) Performance of Obligations. Seller shall have, in all material respects, performed or cause to be performed all obligations
required of Seller under this Agreement on or prior to the Closing Date.
(iii) Delivery of Documents. Each of the documents required to be executed, acknowledged (if applicable) and/or delivered by
Seller at Closing shall have been delivered as provided herein.
(iv) Operating Agreement. The Closing (as such term is defined in the Operating Agreement) shall have occurred and Legacy
Yards LLC shall have distributed the Coach Unit (as such term is defined in the Operating Agreement) to Coach in accordance with the Operating Agreement.
(v) Title. Subject to the terms and provisions of this Agreement, title to the Premises to be sold, assigned and conveyed by
Seller to Purchaser hereunder shall be subject only to Permitted Encumbrances.
(vi) Occupancy. All Space Leases shall have expired or terminated and all tenants thereunder shall have vacated the premises
demised thereunder and Seller shall have delivered evidence to Purchaser thereof (to the extent applicable).
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