Coach 2013 Annual Report Download - page 1092

(vii) Contracts. Seller shall have delivered evidence to Purchaser that all Contracts that Purchaser has not elected to assume
have expired or terminated or will expire or terminate on or prior to the Closing Date.
(g) Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to
Seller’s obligation to effect the Closing, then such failure shall constitute a default hereunder, in which case, Section 20(a) shall govern. If Seller is unable to
timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Seller may, if it so elects and without any abatement in the
Purchase Price, adjourn the Scheduled Closing Date for a period or periods not to exceed sixty (60) days in the aggregate and (ii) if, after any such extension,
the conditions precedent to Purchaser’s obligation to effect the Closing continue to not be satisfied (and Purchaser has not waived the same in writing) or Seller
does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser or Seller shall
be entitled to terminate this Agreement by notice thereof to the other party. If this Agreement is so terminated, then neither party shall have any further
obligations hereunder, except those expressly stated to survive the termination of this Agreement. If the provisions of clause (ii) of this Section 10(g) would be
applicable, except such failure of condition precedent is the result of Seller’s default hereunder, then Section 20(b) shall govern.
11. CONDITION OF THE PROPERTY; REPRESENTATIONS.
(a) PURCHASER EXPRESSLY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT
(THE “EXPRESS REPRESENTATIONS”), NEITHER SELLER, NOR ANY OTHER SELLER PARTY, NOR ANY PERSON OR ENTITY WHICH
PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY
SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR
WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE
(INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE), WITH RESPECT TO THE PROPERTY, THE PERMITTED USE OF THE PROPERTY OR THE ZONING AND OTHER LAWS,
REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTY THEREWITH, THE REVENUES AND
EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTY, THE AVAILABILITY OR AMOUNT OF ANY TAX CREDITS, OR
OTHERWISE RELATING TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER FURTHER
ACKNOWLEDGES THAT ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE SELLER PARTIES HAVE BEEN PROVIDED
WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY
PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER
OR ANY OF THE OTHER SELLER PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS
ACQUIRING THE PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY AND
NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER SELLER PARTIES, EXCEPT FOR THE
REPRESENTATIONS EXPRESSLY SET FORTH HEREIN. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH
MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON
ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION.
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