Coach 2013 Annual Report Download - page 176

(xxiii) approving the initial operating, capital and other initial budgets of the Condominium;
(xxiv) the dissolution of the Company;
(xxv) any decision by the Company or any Subsidiary to be part of or take part in any merger or consolidation or any decision
by the Company or any Subsidiary to sell, lease, transfer or otherwise dispose of all or any substantial part of its assets (other than the conveyance of the
Coach Unit to the Coach Member or any Fund Member Unit or as a result of creation of the Condominium pursuant to the Condominium Documents in
accordance with the provisions of this Agreement);
(xxvi) any action or other matter for which (A) unanimous consent is expressly required pursuant to any provision of this
Agreement, or (B) subject to the provisions of Section 7.8, the consent of the Coach Member is expressly required pursuant to any provision of this
Agreement, or (C) subject to the provisions of the Section 7.7(b), the consent of the Fund Member is expressly required pursuant to any provision of this
Agreement, or (D) subject to the provisions of Section 7.2(e), the consent of the Coach Member is expressly required pursuant to any provision of the
Development Agreement;
(xxvii) (A) the settlement of any legal action, lawsuit, litigation or dispute to which the Company or any Subsidiary is a party,
or the agreement to the confession of judgment against the Company or any Subsidiary, if the terms of such settlement or such judgment, as the case may be,
would involve the payment by the Company or such Subsidiary of an amount in excess of $1,000,000.00 (provided, that the settlement of legal actions,
lawsuits, litigation or disputes which are insured (subject to customary deductibles) under a valid policy of insurance and any settlement of any Material
Litigation at Closing in accordance with Section 3.8(i) shall not constitute a Major Decision), and (B) the commencement of any legal proceeding or litigation
by the Company or any Subsidiary that seeks recovery of $1,000,000.00 or more in any one instance that is or may be expected to have a material and adverse
impact on the business, operations or financial results of the Company or such Subsidiary;
(xxviii) the approval of, or consent to, any amendment, modification or supplement of the POA and the approval of the initial
Loading Dock Guidelines (as defined in Association Declaration), provided that the Coach Member shall not unreasonably withhold its consent thereto to the
extent any amendment, modification or supplement thereof shall not affect the use and occupancy of the Coach Areas for their intended purposes or the rights
and obligations of the Coach Member or the Coach Designee (as owner of the Coach Unit or otherwise), including, without limitation, any change in Common
Charges (as defined in the Condominium By-laws) or other costs or expense allocable to, or otherwise payable by, the owner of the Coach Unit pursuant to the
Condominium Documents or the POA;
(xxix) approving the operating, capital and other budgets of the ERY Facility Airspace Parcel Owners’ Association;
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