Coach 2013 Annual Report Download - page 573

ARTICLE 37
EFFECT OF CONVEYANCE, ETC.
37.01 If the Building shall be sold, transferred or leased, or the lease thereof transferred or sold, Landlord shall be relieved of all future
obligations and liabilities hereunder and the purchaser, transferee or tenant of the Building shall be deemed to have assumed and agreed to perform all such
obligations and liabilities of Landlord hereunder. In the event of such sale, transfer or lease, Landlord shall also be relieved of all existing obligations and
liabilities hereunder, provided that the purchaser, transferee or tenant of the Building assumes in writing such obligations and liabilities and Tenant receives
notice (from Landlord or otherwise) of such assumption.
ARTICLE 38
RIGHTS OF SUCCESSORS AND ASSIGNS
38.01 This Lease shall bind and inure to the benefit of the heirs, executors, administrators, successors, and, except as otherwise
provided herein, the assigns of the parties hereto. If any provision of any Article of this Lease or the application thereof to any person or circumstances shall,
to any extent, be invalid or unenforceable, the remainder of that Article, or the application of such provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and each provision of said Article and of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
ARTICLE 39
CAPTIONS
39.01 The captions herein are inserted only for convenience, and are in no way to be construed as a part of this Lease or as a
limitation of the scope of any provision of this Lease.
ARTICLE 40
BROKERS
40.01 Tenant covenants, represents and warrants that Tenant has had no dealings or negotiations with any broker or agent in
connection with the consummation of this Lease other than CBRE (the “ Broker”) and Tenant covenants and agrees to defend, hold harmless and indemnify
Landlord from and against any and all cost, expense (including reasonable attorneys’ fees) or liability for any compensation, commissions or charges claimed
through Tenant by any broker or agent with respect to this Lease or the negotiation thereof (other than the Broker). Landlord covenants, represents and
warrants that Landlord has had no dealings or negotiations with any broker or agent in connection with the consummation of this Lease other than the Broker
and Landlord covenants and agrees to defend, hold harmless and indemnify Tenant from and against any and all cost, expense (including reasonable
attorneys’ fees) or liability for any compensation, commissions or charges claimed through Landlord by any broker or agent with respect to this Lease or the
negotiation thereof (including the Broker). Landlord shall pay the Broker a commission pursuant to a separate agreement with said Broker.
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