Coach 2013 Annual Report Download - page 1093

(b) EXCEPT FOR THE EXPRESS REPRESENTATIONS, PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS
PURCHASING THE PROPERTY “AS IS” AND “WITH ALL FAULTS”, BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF THE
PROPERTY AS OF THE DATE OF THIS AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF
SECTIONS 12 AND 13 OF THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER
ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY FINANCING
CONTINGENCY OR OTHER CONTINGENCIES OR SATISFACTION OF ANY CONDITIONS OTHER THAN THE CONDITIONS PRECEDENT
TO PURCHASER’S OBLIGATION TO EFFECT THE CLOSING EXPRESSLY SET FORTH IN THIS AGREEMENT, AND PURCHASER SHALL
HAVE NO RIGHT TO TERMINATE THIS AGREEMENT EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN.
(c) Seller hereby represents and warrants to Purchaser as of the date hereof and as of Closing Date (subject to Seller’s Representation
Update and the provisions of Section 10(f)(i)) as follows (each a “Representation” and collectively, the “Representations”) that:
(i) Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and duly
organized to do business in the State of New York.
(ii) Seller has the full power and authority to enter into this Agreement and perform its obligations hereunder. This Agreement
has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligations of Seller enforceable against Seller in accordance with
its terms, subject to equitable principles and principles governing creditors’ right generally, and does not violate any provision of any agreement or judicial
order to which Seller or the Property is subject. All documents to be executed by Seller and delivered to Purchaser at Closing will as of the Closing Date be duly
authorized, executed and delivered by Seller and the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective
terms, subject to equitable principles and principles governing creditors’ right generally, and will not violate any provision of any agreement or judicial order to
which Seller or the Property is subject.
(iii) Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated
hereby is or will be prohibited, or requires or will require as a condition thereto any consent, authorization, approval or registration under, any law, statute,
rule, regulation, judgment, order, writ, injunction, decree or agreement which has not been obtained and delivered to Seller.
(iv) Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended, or
any regulations promulgated thereunder (collectively, the “Code”).
(v) There are no leases, licenses or other agreements granting the right of occupancy at the Premises (“ Space Leases”) to any
person or entity or any brokerage agreements or management agreements, except for those set forth on Schedule 11(c)(v) attached hereto and made a part hereof,
each of which shall be terminated on or prior to Closing at no expense or cost to Purchaser.
(vi) Seller has not (A) made a general assignment for the benefit of its creditors, (B) admitted in writing its inability to pay its
debts as they mature, (C) had an attachment, execution or other judicial seizure of any property interest which remains in effect, or (D) taken, failed to take or
submitted to any action indicating a general inability to meet its financial obligations as they accrue. There is not pending any case, proceeding or other action
seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of Seller or any of its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking appointment of a receiver, trustee, custodian or other similar official for any of them or for all or any
substantial part of its or their property.
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