Coach 2013 Annual Report Download - page 194

(c) In no event shall any Member be liable for, and each Member, on behalf of itself and its respective Affiliates, hereby waives any
claim for, any special, punitive or consequential damages, including loss of profits or business opportunity arising under or in connection with this
Agreement or any default or Event of Default by a Member hereunder.
(d) The Coach Member hereby agrees to accept performance by the Related/Oxford Guarantor of any term, covenant, condition or
agreement to be performed by the Fund Member under this Agreement with the same force and effect as though performed by the Fund Member. The Fund
Member hereby agrees to accept performance by the Coach Guarantor of any term, covenant, condition or agreement to be performed by the Coach Member
under this Agreement with the same force and effect as though performed by the Coach Member.
ARTICLE 11
DISSOLUTION AND TERMINATION
11.1. Events Causing Dissolution.
(a) The Company shall be dissolved upon the first to occur of the following events:
(i) the date on which all of the Members enter into a written agreement to dissolve the Company;
(ii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; and
(iii) at any time there are no members of the Company, unless the Company is continued without dissolution in accordance
with the Act.
(b) The commencement of a Bankruptcy Action by or against any Member shall not, in and of itself, result in the dissolution of the
Company or in the cessation of the Member being a member in the Company. To the fullest extent permitted by law, the resignation of a Member or the
dissolution of a Member shall not, by itself, constitute a dissolution of the Company.
11.2. Cash Distributions Upon Dissolution; Procedures .
(a) Upon the dissolution of the Company as a result of the occurrence of any of the events set forth in Section 11.1, the Members
shall proceed to liquidate the Company as quickly as possible consistent with obtaining the full fair market value of the Company’s property and during such
period of liquidation all of the provisions of this Agreement shall remain in effect. The Company shall notify all known creditors and claimants of the
dissolution of the Company in accordance with applicable law. The liquidation proceeds shall be applied and distributed, except as otherwise required by
Law, to the Members in accordance with the provisions of Section 6.1.
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