Coach 2013 Annual Report Download - page 481

28. Joint and Several Liability. If Optionor or Optionee consists of more than one Person, the constituent parties of Optionor or Optionee, as the
case may be, shall be jointly and severally liable for the obligations of Optionor or Optionee, as the case may be, under this Agreement and the other
documents to be executed and delivered by Optionor or Optionee at any Closing. In addition, a default by one or more constituent parties of Optionor or
Optionee shall be deemed a default by Optionor or Optionee, as the case may be.
29. Broker.
(a) Optionor represents to Optionee that it has not dealt with any broker, finder or like agent in connection with this transaction other
than CBRE, Inc. (“Broker”). Optionor hereby indemnifies and holds Optionee harmless from and against any and all claims for any commission, fee or other
compensation by any Person (including Broker) who shall claim to have dealt with Optionor in connection with the sale or lease of the Coach Expansion
Premises, and for any and all costs incurred by Optionee in connection with any such claims including, without limitation, reasonable attorneys’ fees and
disbursements.
(b) Optionee represents to Optionor that it has not dealt with any broker, finder or like agent in connection with this transaction other
than Broker. Optionee hereby indemnifies and holds Optionor harmless from and against any and all claims for any commission, fee or other compensation
by any Person (other than Broker) who shall claim to have dealt with Optionee in connection with the sale or lease of the Coach Expansion Premises, and for
any and all costs incurred by Optionor in connection with any such claims including, without limitation, reasonable attorneys’ fees and disbursements.
(c) The provisions of this Section 29 shall survive any Closing and any early termination of this Agreement.
30. Priority Over Future Encumbrances.
(a) Any existing or future mortgage or similar security interest encumbering the Coach Expansion Premises or the 23rd Floor during
the Option Period or Offer Period, as applicable, shall be subject and subordinate to this Agreement and the Option and the 23rd Floor Option, as applicable,
contained herein.
(b) Nothing in this Agreement shall limit or otherwise affect any rights of L’Oreal with respect to the 23rd Floor pursuant to the
L’Oreal Lease as in effect as of the date hereof, which shall in all events and under all circumstances be superior to the Option and the rights granted to Coach
hereunder.
31. Time is of the Essence. For all time periods contained in this Agreement, time shall be of the essence.
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