Coach 2013 Annual Report Download - page 478

15. Severability. In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and other application thereof shall not in any
way be affected or impaired thereby and shall be construed and enforced in all respects as if such invalid or unenforceable provision or provisions had been
omitted and substituted with a provision(s) that is valid and enforceable and most closely effectuates the original intent of this Agreement.
16. Entire Agreement. This Agreement, together with all of the other documents and agreements which are being executed and delivered by
Optionor and Optionee on the date hereof, contain the entire agreement between the Parties relating to the subject matter hereof and all prior agreements, oral or
written, relative hereto which are not contained herein are terminated.
17. Amendments. Amendments, variations, modifications or changes to this Agreement may be made, effective and binding upon the Parties
only by the setting forth of same in a written document duly executed by each of Optionor and Optionee, and any alleged amendment, variation, modification
or change herein which is not so documented shall not be effective as to either of Optionor or Optionee.
18. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be
deemed an original, and all of which shall constitute but one and the same instrument and shall be binding upon each Party hereto as fully and completely as
if all Parties had signed the same signature page. The exchange of copies of this Agreement, any signature pages required hereunder or any other documents
required or contemplated hereunder by facsimile or portable document format (“ PDF”) transmission shall constitute effective execution and delivery of such
signature pages and may be used in lieu of the original signature pages for all purposes. Signatures of the Parties transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes.
19. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York
as in effect from time to time, without giving effect to any choice of laws or conflict of laws principles thereof (other than Section 5-1401 of the General
Obligations Law).
20. Submission to Jurisdiction; Venue. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of
or in connection with this Agreement, or the transactions contemplated hereby or thereby may be brought in any state or federal court in the City of New York,
New York, and Parties hereby consent to the exclusive jurisdiction of any court in the State of New York (and of the appropriate appellate courts therefrom) in
any suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of
the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been
brought in an inconvenient forum. The Parties hereby waive the right to commence an action, suit or proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby or thereby in any court outside of the City of New
York, New York. Process in any suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of
any such court.
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