Coach 2013 Annual Report Download - page 1095

(xvi) Seller: (A) is not under investigation by any governmental authority for, or has been charged with, or convicted of,
money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any
violation of any Anti-Money Laundering Laws; (B) has not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has not
had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws, which investigation, charge, conviction, penalties, seizure, or
forfeiture as described in clause (A), (B) or (C) above would prohibit Seller and Purchaser from consummating the transactions contemplated by this
Agreement. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the
Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the
sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C.
Sections 1956 and 1957.
Any and all uses of the phrase, “to Seller’s knowledge” or other references to the knowledge of Seller in this Agreement shall mean the
actual, present, conscious knowledge of Todd Kahn or Mitchell Feinberg (the “ Seller Knowledge Individuals”) as to a fact at the time given without any
investigation or inquiry. Without limiting the foregoing, Purchaser acknowledges that the Seller Knowledge Individuals have not performed and are not
obligated to perform any investigation or review of any files or other information in the possession of Seller, or to make any inquiry of any persons, or to take
any other actions in connection with the representations and warranties of Seller set forth in this Agreement. Neither the actual, present, conscious knowledge
of any other individual or entity, nor the constructive knowledge of the Seller Knowledge Individuals or of any other individual or entity, shall be imputed to
the Seller Knowledge Individuals.
The representations and warranties of Seller contained in this Section 11(c) (such representations and warranties, the “Surviving
Representations”) shall survive the Closing for one hundred eighty (180) days following the Closing Date (the “ Limitation Period”). Each Surviving
Representation shall automatically be null and void and of no further force and effect upon the expiration of the Limitation Period unless, prior to the expiration
of the Limitation Period, Purchaser shall have provided Seller with a Breach Notice (as hereinafter defined) alleging that Seller is in breach of such Surviving
Representation. Any claim by Purchaser that Seller is in breach of any Surviving Representation (each, a “ Seller Breach”) shall be made by Purchaser
delivering to Seller written notice (each a “ Breach Notice”) promptly after Purchaser has learned of such Seller Breach and prior to the expiration of the
Limitation Period, which Breach Notice shall set forth (x) a description in reasonable detail of the claimed Seller Breach, including all facts and circumstances
upon which the claimed Seller Breach is based and why those facts and circumstances constitute an alleged Seller Breach, (y) the section and/or subsection of
this Agreement under which the claimed Seller Breach is asserted, and (z) Purchaser’s good faith determination of the damages suffered by Purchaser resulting
from the Seller Breach described in the Breach Notice (the “ Claimed Damage”), which Claimed Damage shall be expressed as a dollar amount. Purchaser shall
allow Seller thirty (30) days after receipt of a Breach Notice within which to cure the applicable Seller Breach. If Seller fails to cure such Seller Breach within
such thirty (30) day period, Purchaser’s sole remedy shall be to commence a legal proceeding against Seller alleging that Seller has breached this Agreement and
that Purchaser has suffered actual damages as a result thereof (a “ Proceeding”). Any proceeding with respect to the Surviving Representations must be
commenced, if at all, no later than the date (the “ Outside Proceeding Date”) that is sixty (60) days after the expiration of the later of (A) the Limitation Period
and (B) Seller’s thirty (30) day cure period. If Purchaser shall have timely commenced a Proceeding and a court of competent jurisdiction shall, pursuant to a
final, non-appealable order in connection with such Proceeding, determine that (i) a Seller Breach has occurred and (ii) Purchaser suffered actual damages (the
“Damages”) by reason of such Seller Breach and that such Damages exceed $250,000.00 in the aggregate (the “ Threshold Amount”), and (iii) Purchaser did
not have actual knowledge of such Seller Breach on or prior to the Closing Date and is not deemed to have knowledge of such Seller Breach as described in
Section 11(d) below, then, Purchaser shall be entitled to receive an amount equal to the Damages; provided, that in no event shall Seller’s aggregate liability for
any and all Seller Breaches under this Agreement or any of the agreements, certificates or instruments executed by Seller in connection herewith or pursuant
hereto, exceed $2,600,000.00 (the “Maximum Liability Amount”). Any such Damages, subject to the limitations contained herein, shall be paid within thirty
(30) days following the entry of such final, non-appealable order and delivery of a copy thereof to Seller. If there shall be a Seller Breach and Purchaser is
entitled to receive any Damages as a result thereof, Purchaser shall have no recourse to the property or other assets of Seller or any other Seller Party, other than
Seller’s interest in the net sales proceeds received by Seller from Purchaser at the Closing (subject to the Maximum Liability Amount and the other limitations
expressly set forth in this Agreement).
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