Coach 2007 Annual Report Download - page 118

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with a copy to:
Phillips Lytle LLP
437 Madison Avenue, 34th Floor
New York, NY 10022
Attention: Kenneth R. Crystal, Esq.
The attorneys for the respective parties herein may, but shall not be obligated to, give notices on behalf of their respective clients.
10. Limitation on Fiduciary Duties; No Limitation on Pursuit of Other Business Opportunities. The parties hereto disclaim and waive any and all
fiduciary duties that may be owed to the other party to this Agreement in connection with matters contemplated in this Agreement. Further, the parties hereto
agree that neither Goldberg nor Corp shall have any duties to the other party hereto with respect to any business opportunities that may come before Goldberg
or Corp from time to time, regardless of whether or not such business opportunities relate in any way to the Property or are competitive in any way with the
ownership and/or management and operation of the Property.
11. General Provisions.
(a) Entire Agreement. This Agreement is the entire agreement among the parties with respect to the subject matter hereof and supersedes all
prior agreements between them with respect thereto.
(b) Amendment. This Agreement may not be altered or amended except by a written agreement duly executed by the parties.
(c) Agreement Binding. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, successors and assign, subject, however, to the provisions regarding assignment hereinabove set forth.
(d) Headings. The headings of the several sections of this Agreement are inserted solely for convenience of reference, and in no way define,
describe, limit, extend or aid in the construction of the scope, extent or intent of this Agreement or of any term or provision thereof.
(e) Severability. In the event that any provision or any portion of any provision contained in this Agreement is unenforceable, the remaining
provisions and, in the even that a portion of any provision is unenforceable, the remaining portion of such provision, shall nevertheless be carried into effect.
(f) Governing Law. This Agreement is to be governed by and constructed in accordance with the laws of the State of New York. Any suit
brought hereon, whether in contract, tort, equity or otherwise, shall be brought in the Supreme Court of the State of New York and County of New York, the
parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have jurisdiction
over such party, consents to service of process in any manner authorized by New York law, and agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by law.
(g) No Waiver. The failure of either party to enforce at any time or for any period of time the provisions of this Agreement shall not be
construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision of this Agreement.
(h) Attorneys’ Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions hereof, the successful or prevailing party shall be entitled to recover from the
unsuccessful or nonprevailing party all attorneys’ fees, court costs and other costs actually incurred in such action or proceeding, in addition to any other
relief to which it may be entitled. As used herein, “actual attorneys’ fees” or “attorneys’ fees actually incurred” means the full and actual costs of any legal
services actually performed in connection with the matter for which such fees are sought calculated on the basis of the usual fees charged by the attorneys
performing such services, and shall not be limited to “reasonable attorneys’ fees” as that term may be defined in statutory or decisional authority.
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