Coach 2013 Annual Report Download - page 1104

(iii) If Purchaser is a partnership, (1) copies of Purchaser’s partnership agreement and partnership certificate and consent
of the partners of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement, all of the foregoing being certified as true and correct by the general partner of Purchaser, (2) a good standing certificate issued for
Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued
by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing
Date; and (4) with respect to the general partner of Purchaser, an incumbency certificate executed by an officer (if such general partner is a corporation) or
manager(s)/managing member(s), as applicable (if such general partner is a limited liability company) of Purchaser with respect to individuals executing
any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein; and
(iv) If Purchaser is a limited liability company, (1) copies of Purchaser’s articles of organization and operating agreement and
consent of the members of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement, all of the foregoing being certified as true and correct by the manager(s)/managing member(s), as applicable, of Purchaser; (2)
a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of
legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated
within thirty (30) days of the Closing Date; and (4) an incumbency certificate executed by an officer or manager(s)/managing member(s), as applicable, of
Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein.
(c) Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and
exchange the following documents:
(i) The returns required under the Transfer Tax Laws, if any, and any other tax laws applicable to the transactions
contemplated herein;
(ii) An Assignment and Assumption of Contracts that Purchaser elects to assume in the form attached hereto as Exhibit 6,
duly executed by Seller and Purchaser;
(iii) If applicable, an Assignment and Assumption Agreement with respect to all CBAs bargaining agreements in the form
attached hereto as Exhibit 7 duly executed by Seller and Purchaser;
(iv) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser or reasonably requested by
the Title Company (so long as such request does not add additional warranties or covenants to Seller or Purchaser), pursuant to the terms of this Agreement or
applicable law in order to effectuate the transfer of title to the Premises ; and
(v) The Preliminary Closing Statement.
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