Coach 2007 Annual Report Download - page 116

(iii) Goldberg recognizes and intends that the power of attorney granted herein: (A) is coupled with an interest and is irrevocable;
(B) may be delegated by the Goldberg Representative; and (C) shall survive the death or incapacity of the members of Goldberg and any dissolution of
Goldberg.
(iv) Goldberg shall be entitled to change the Goldberg Representative and such change shall be effective upon providing written
notice to the Corp Representative of the name and contact information for the new Goldberg Representative (the “Change of Goldberg Representative Notice”).
Following the receipt of a Change of Goldberg Representative Notice, Corp shall send all future notices to the Goldberg Representative pursuant to Section 9 of
this Agreement using the contact information reflected in the most recent Change of Goldberg Representative Notice.
(v) Goldberg represents and warrants to Corp as of the date of this Agreement that Jack Anfang shall act as the exclusive Goldberg
Representative and shall have the power and authority to execute any and all documents and take any and all actions as may be necessary on behalf of
Goldberg. Jack Anfang and the second individual once designated pursuant to paragraph 5(b)(i) above, each acting alone, shall be designated as authorized
agents on behalf of Goldberg, in its capacity as Goldberg Representative.
6. Restriction on Transfer of Tenant-In-Common Interest. Goldberg and Corp agree that none of them will, either directly or indirectly, make
application to or petition any court for partition of the Property, or transfer its undivided tenant-in-common interest in the Property other than in accordance
with the terms of that certain Agreement, dated of even date, between Bauman 34th Street, LLC and Goldberg 34th Street, LLC, each as sellers, and Corp as
buyer (the “Contract of Sale”).
7. Term. The parties agree that this Agreement shall remain in full force and effect until such time as (i) either party hereto transfers its tenant-in-
common interest in the Property or (ii) it is terminated by the mutual written consent of the parties hereto. Notwithstanding the foregoing, the parties hereto agree
that this Agreement shall remain valid and in effect to the extent a party hereto transfers its tenant-in-common interest in the Property in violation of the terms of
this Agreement.
8. Indemnification.
(a) Indemnification by Corp. Corp agrees to defend, indemnify and hold Goldberg, its affiliates and their respective direct and indirect
partners, members, shareholders, directors, officers, employees, agents and representatives (collectively, the “Goldberg Indemnified Parties”) harmless from
and against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including without
limitation, interest, penalties and any investigation, reasonable legal fees and disbursements and other expenses incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Goldberg Indemnified Parties, of any kind
or nature whatsoever which may be sustained or suffered by any such Goldberg Indemnified Party (collectively, “Goldberg Losses”) relating to or arising out
of (i) any breach by Corp of any covenant or agreement contained in this Agreement or (ii) any breach or inaccuracy in any representation or warranty of Corp
set forth in this Agreement; provided, that, Corp shall not be liable to the extent such Goldberg Losses arise from and are based on (A) a knowing and willful
violation of any law or laws by a Goldberg Indemnified Party as finally determined by a court of competent jurisdiction or (B) a fraudulent act or omission by
the Goldberg Indemnified Party as finally determined by a court of competent jurisdiction.
(b) Indemnification by Goldberg. Goldberg agrees to defend, indemnify and hold Corp, its affiliates and their respective direct and indirect
partners, members, shareholders, directors, officers, employees, agents and representatives (collectively, the “Corp Indemnified Parties”) harmless from and
against any and all losses, claims, damages, obligations, liens, assessments, judgments, fines, liabilities and other costs and expenses, including without
limitation, interest, penalties and any investigation, reasonable legal fees and disbursements and other expenses incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted, as the same are actually incurred by the Corp Indemnified Parties, of any kind or
nature whatsoever which may be sustained or suffered by any such Corp Indemnified Party (collectively, “Corp Losses”) relating to or arising out of (i) any
breach by Goldberg of any covenant or agreement contained in this Agreement or (ii) any breach or inaccuracy in any representation or warranty of Goldberg
set forth in this Agreement; provided, that, Goldberg shall not be liable to the extent such Corp Losses arise from and are based on (A) a knowing and willful
violation of any law or laws by a Corp Indemnified Party as finally determined by a court of competent jurisdiction or (B) a fraudulent act or omission by the
Corp Indemnified Party as finally determined by a court of competent jurisdiction.
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