Coach 2007 Annual Report Download - page 114

(b) Representations and Warranties of Goldberg. Goldberg represents and warrants to Corp as of the date of this Agreement as follows:
(i) Organization, Good Standing, Power and Qualification. Goldberg is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has all requisite company power and authority to carry on its business as presently
conducted and as proposed to be conducted. Goldberg is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to
so qualify would have a material adverse effect.
(ii) Authorization. Goldberg has full power and authority to enter into this Agreement. This Agreement, when executed and
delivered by Goldberg, will constitute valid and legally binding obligations of Goldberg, enforceable in accordance with their terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of
creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(iii) No Conflict. Neither the execution and delivery of this Agreement by Goldberg, nor the consummation of the transactions
contemplated hereby, shall conflict with, result in a termination, breach, impairment or violation of (with or without notice or lapse of time, or both), or
constitute a default, or require the consent, release, waiver or approval of any third party, under: (a) any provision of the certificate of formation or operating
agreement of Goldberg, as currently in effect; (b) any federal, state, provincial, local or municipal laws, statutes, ordinances, regulations, and rules, and all
orders, writs, injunctions, awards, judgments and decrees applicable to the assets, properties and business (and any regulations promulgated thereunder) of
Goldberg; or (c) any contract or agreement to which Goldberg is a party or to which Goldberg or any of its assets or properties is bound.
5. Representatives of Parties.
(a) Representative of Corp.
(i) Corp hereby irrevocably nominates, constitutes and appoints Coach, Inc. (“Coach”) as the agent and true and lawful attorney-
in-fact of Corp (the “Corp Representative”), with full power of substitution, to act in the name, place and stead of Corp for purposes of executing any
documents and taking any actions that the Corp Representative may, in his sole discretion, determine to be appropriate in connection with any matters arising
in connection with this Agreement. Todd Kahn, Senior Vice President and General Counsel of Coach and Michael F. Devine, III, Executive Vice President and
Chief Financial Officer of Coach, each acting alone, are designated as authorized agents on behalf of Coach, in its capacity as Corp Representative.
(ii) Corp hereby grants to the Corp Representative full authority to execute, deliver, acknowledge, certify, file and record on behalf
of Corp (in the name of Corp) any and all documents that the Corp Representative may, in his sole discretion, determine to be appropriate, in such forms and
containing such provisions as the Corp Representative may, in his sole discretion, determine to be appropriate (including any amendment to or waiver of rights
under this Agreement). Notwithstanding anything to the contrary contained in this Agreement:
(A) Goldberg and the Goldberg Representative shall be entitled to deal exclusively with the Corp Representative on all
matters relating to this Agreement; and
(B) Goldberg and the Goldberg Representative shall be entitled to rely conclusively (without further evidence of any kind
whatsoever) on any document executed or purported to be executed on behalf of Corp by the Corp Representative, and on any other action taken or purported to
be taken on behalf of Corp by the Corp Representative, as fully binding upon Corp.
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