Coach 2013 Annual Report Download - page 755

(a) The Coach Member is a limited liability company duly formed, validly existing and in good standing under the laws of the State
of Delaware. The Coach Member has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The
execution, delivery and performance by the Coach Member of this Agreement and the transactions contemplated hereby have been duly and validly authorized
by all requisite organizational action. This Agreement has been duly executed and delivered by the Coach Member. This Agreement constitutes a legal, valid
and binding obligation of the Coach Member enforceable against the Coach Member in accordance with its terms.
(b) The execution and delivery of this Agreement by the Coach Member and the consummation of the transactions contemplated
hereby by the Coach Member do not and will not (i) violate or conflict with the limited liability company agreement of the Coach Member, (ii) violate or
conflict with any judgment, decree or order of any court applicable to or affecting the Coach Member, (iii) breach any provisions of, or constitute a default
under, any contract, agreement, instrument or obligation to which the Coach Member is a party or by which the Coach Member is bound, or (iv) violate or
conflict with any Laws applicable to the Coach Member.
(c) No approval, authorization, consent or other actions by or filing with any third party or governmental agency or authority is
required for the execution of this Agreement by the Coach Member and the performance of the Coach Member’s obligation hereunder, other than any such
approval, authorization, consent or other action or filing which has been obtained, taken or made.
(d) Neither the Coach Member nor any of its constituent owners have engaged in any dealings or transactions, directly or indirectly,
(i) in contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the United States Bank
Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist
Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended), or any foreign asset control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) in contravention of and
Anti-Terrorism Order or on behalf of terrorists or terrorist organizations, including those persons or entities that are included on any relevant lists maintained
by the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, Financial Action Task Force, U.S.
Office of Foreign Assets Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S.
Internal Revenue Service, or any country or organization, all as may be amended from time to time. Neither the Coach Member nor any of its constituent
owners (A) are or will be conducting any business or engaging in any transaction with any person appearing on the U.S. Treasury Department’s Office of
Foreign Assets Control list of restrictions and prohibited persons, or (B) are a person described in Section 1 of the Anti-Terrorism Order, and to the best of the
Coach Member’s knowledge, respectively neither the Coach Member nor any of its Affiliates have engaged in any dealings or transactions, or otherwise been
associated with any such person.
(e) There are no actions, suits or proceedings at law or in equity by or before any Government Entity now pending or threatened
against or affecting the Coach Member, the Coach Guarantor, any Affiliates of the Coach Member or the Coach Guarantor or any of their respective assets,
which actions, suits or proceedings, if determined against the Coach Member, the Coach Guarantor, any Affiliates of the Coach Member or the Coach
Guarantor or any of such assets, might reasonably be expected to materially adversely affect the condition (financial or otherwise) of the Coach Member or the
Coach Guarantor or the condition or ownership of any of their respective assets or their ability to perform their obligations under this Agreement or the Coach
Guaranty.
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