Coach 2013 Annual Report Download - page 1100

(ii) if such Taking involves more than twenty-five percent (25%)of the rentable area of the Building as determined by an
independent architect chosen by Seller (subject to Purchaser’s review and reasonable approval of such determination and the provisions of Section 13(b)), then
Purchaser shall have the option, exercisable on or prior to the Condemnation Election Date (as defined below), to terminate this Agreement by delivering notice
of such termination to Seller, whereupon this Agreement shall be canceled and of no further force or effect, and neither party shall have any further rights or
liabilities against or to the other except pursuant to the provisions of this Agreement which are expressly provided to survive the termination hereof. If a Taking
described in this clause (ii) shall occur and Purchaser shall not timely elect to terminate this Agreement, then Purchaser and Seller shall consummate this
transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such
Taking; provided, however, that Seller shall, on the Closing Date, (A) assign and remit to Purchaser any award or other proceeds which may have been
collected by Seller as a result of such Taking, less all amounts reasonably and actually expended by Seller to collect such award and/or remedy any unsafe or
unlawful conditions at the Property as a result of such Taking, or (B) if no award or other proceeds shall have been collected, deliver to Purchaser an
assignment of Seller’s right to all such award or other proceeds which may be payable to Seller as a result of such Taking, and Purchaser shall reimburse
Seller for all amounts reasonably and actually expended by Seller in furtherance of collecting such award or other proceeds. As used herein, the term
“Condemnation Election Date” means the tenth (10th) business day following Seller’s delivery of an independent architect’s determination pursuant to Section
13(a) or if Purchaser timely delivered a notice disputing such independent architect’s determination, the tenth (10 th) business day following the final resolution
of such dispute by arbitration or agreement of the parties.
(b) Purchaser shall have the right to dispute any determination by an independent architect pursuant to Section 13(a) by giving Seller
a notice thereof and describing the basis of such dispute in reasonable detail within ten (10) business days following Seller’s delivery of such independent
architect’s determination. If Purchaser fails to timely deliver such a notice, then Purchaser shall be deemed to have waived its right to dispute the same. If
Purchaser shall timely deliver such a notice, then such dispute shall be resolved by expedited arbitration before a single arbitrator in New York, New York
acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if
Seller and Purchaser fail to agree on an arbitrator within five (5) business days after Seller’s receipt of Purchaser’s notice, then either party may request the
office of the American Arbitration Association located in New York, New York to designate an arbitrator. Such arbitrator shall be an independent architect
having at least ten (10) years of experience in the construction of office buildings in New York, New York. The costs and expenses of such arbitrator shall be
borne equally by Seller and Purchaser.
(c) The provisions of this Section 13 supersede any law applicable to the Premises governing the effect of condemnation in contracts
for real property.
(d) Each of Seller and Purchaser acknowledges that the Hudson Yards Development Corporation (“ HYDC”), itself or together with
the Metropolitan Transit Authority (“MTA”), intends to perform certain street elevation and other work in connection with the extension of the Number 7
Subway Line and that Seller may be required to relocate the Building loading dock from the South side of the Building on 33 rd Street to the North side of the
Building on 34th Street in connection therewith (the “Relocation Work”). In the event that the Relocation Work is not completed by Seller prior to the Closing
Date, then Seller shall, on the Closing Date, (i) assign and remit to Purchaser any award or other compensation which may have been paid to Seller in
connection with the Relocation Work, less all costs and expenses actually incurred by Seller prior to the Closing Date in the performance the Relocation Work,
and (ii) assign to Purchaser all agreements entered into by Seller and HYDC and/or the Metropolitan Transit Authority with respect to the Relocation Work and
Seller’s right to all compensation which may be payable to Seller with respect to the Relocation Work. Neither the performance nor completion of any
Relocation Work on or prior to the Closing Date shall be condition precedent to Seller’s or Purchaser’s obligations to close the transaction contemplated in this
Agreement, nor shall Purchaser be entitled to any abatement of or credit against the Purchase Price at Closing as a result of the performance or non-
performance, or completion or non-completion, thereof.
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