Coach 2013 Annual Report Download - page 1109

27. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of New York without giving effect to conflict of laws principles thereof. The
provisions of this Section 27 shall survive the Closing or the earlier termination of this Agreement.
28. PARTIES; ASSIGNMENT AND RECORDING.
(a) This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon Seller
and Purchaser and their respective successors and permitted assigns ; provided, however, that none of the representations or warranties made by Seller
hereunder shall inure to the benefit of any person or entity that may, after the Closing Date, succeed to Purchaser’s interest in the Property .
(b) Purchaser may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder or any of the direct or
indirect ownership interests in Purchaser, without first obtaining Seller’s consent thereto. Notwithstanding the foregoing, (i) this Agreement may be assigned
by Purchaser without the prior written consent of Seller to any affiliate in which either The Related Companies, L.P. and/or Oxford Hudson Yards LLC,
individually or collectively, owns, directly or indirectly, not less than 25% of all beneficial ownership interests therein and which is controlled, directly or
indirectly, by The Related Companies, L.P. or Oxford Hudson Yards LLC; provided, that (a) such entity assumes all obligations of Purchaser hereunder; (b)
Purchaser shall provide Seller with the name, signature block, address, federal taxpayer identification number and other information pertaining to the
proposed assignee, as applicable, reasonably requested by Seller, together with a copy of the assignment and assumption agreement, not later than three (3)
business days prior to the Closing Date; and (c) no such assignment shall release the originally named Purchaser from its obligations and liabilities hereunder
and (ii) transfers of direct or indirect interests in Purchaser may be transferred without the prior written consent of Seller, provided that after giving effect to
any such transfer either The Related Companies, L.P. and/or Oxford Hudson Yards LLC, individually or collectively, owns, directly or indirectly, not less
than 25% of all beneficial ownership interests in Purchaser and Purchaser remains controlled, directly or indirectly, by The Related Companies, L.P. or
Oxford Hudson Yards LLC.
(c) Neither this Agreement nor any memorandum hereof may be recorded without first obtaining Seller’s consent thereto. Any breach
of the provisions of this clause (c) shall constitute a default by Purchaser under this Agreement. Purchaser agrees not to file any lis pendens or other instrument
against all or a portion of the Premises in connection herewith. In furtherance of the foregoing, Purchaser (i) acknowledges that the filing of a lis pendens or
other evidence of Purchaser’s rights or the existence of this Agreement against all or a portion of the Premises could cause significant monetary and other
damages to Seller and (ii) hereby agrees to indemnify Seller from and against any and all claims, losses, liabilities and expenses (including, without limitation,
reasonable attorneys’ fees incurred in the enforcement of the foregoing indemnification obligation) arising out of the breach by Purchaser of any of its
obligations under this clause (c).
(d) The provisions of Section 28(a) and Section 28(c) shall survive the Closing or termination of this Agreement.
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