Coach 2013 Annual Report Download - page 480

(c) “Person” means an individual person, a corporation, partnership, trust, joint venture, limited liability company, proprietorship,
estate, association, land trust, other trust, Government Entity or other incorporated or unincorporated enterprise, entity or organization of any kind.
23. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
EXPRESSLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL. EACH OF THE PARTIES HERETO FURTHER ACKNOWLEDGES THAT IT HAS READ AND
UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS SECTION 23.
24. Recordation. Optionee shall have the right, in its sole and absolute discretion, to record (a) a memorandum of this Agreement in the form
attached hereto as Exhibit H (the “Memorandum”) and (b) if Optionee has exercised any Option and any Option Closing is scheduled to occur after the
expiration of the Option Period, a memorandum in form and substance reasonably satisfactory to both Optionor and Optionee evidencing Optionee’s timely
election to purchase or lease the applicable portion of the Coach Expansion Premises, which memorandum shall in no event describe or reference the Purchase
Price or the Fixed Rent.
25. Termination of Option. Coach shall execute, acknowledge and deliver to Fund Member promptly following the expiration of the Option
Period or the earlier exercise of the Option with respect to the entire Coach Expansion Premises an instrument confirming the expiration or termination of this
Agreement and the Memorandum (a “Termination Agreement”) substantially in the form attached hereto as Exhibit I, which Termination Agreement may be
recorded by Related/Oxford or Coach at Fund Member’s expense. Notwithstanding the foregoing, the termination or expiration of this Agreement and the Option
as provided herein shall be self-effectuating and the failure of Coach to execute or deliver any such Termination Agreement shall not affect the effectiveness
thereof.
26. Transfer Taxes. Optionor and Optionee shall join in completing, executing, delivering and verifying the returns, affidavits and other
documents required in connection with the taxes, if any, imposed under Article 31 of the Tax Law of the State of New York and Title II of Chapter 46 of the
Administrative Code of the City of New York, and any other tax payable, if any, by reason of delivery or recording of the Memorandum or any documents to
be delivered at any Closing or the consummation of any of the transactions contemplated hereunder (collectively, “ Transfer Taxes”). All Transfer Taxes shall
be paid by Optionor. The provisions of this Section 26 shall survive the Closing.
27. Further Assurances. The Parties each agree to do such other and further acts and things, and to execute and deliver such instruments and
documents (not creating any obligations additional to those otherwise imposed by this Agreement) as either may reasonably request from time to time, whether
at or after any Closing, in furtherance of the purposes of this Agreement. The provisions of this Section 27 shall survive any Closing.
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