Coach 2013 Annual Report Download - page 1097

(i) Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
(ii) Purchaser has the full power and authority to enter into this Agreement and perform its obligations hereunder. This
Agreement has been duly authorized, executed and delivered by Purchaser and is the legal, valid and binding obligations of Purchaser enforceable against
Purchaser in accordance with its terms, subject to equitable principles and principles governing creditors’ right generally, and does not violate any provision of
any agreement or judicial order to which Purchaser is subject. All documents to be executed by Purchaser and delivered to Seller at Closing will as of the
Closing Date be duly authorized, executed and delivered by Purchaser and the legal, valid and binding obligations of Purchaser enforceable against Purchaser
in accordance with their respective terms, subject to equitable principles and principles governing creditors’ right generally, and will not violate any provision
of any agreement or judicial order to which Purchaser is subject.
(iii) Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated
hereby is or will be prohibited, or requires or will require as a condition thereto Purchaser to obtain any consent, authorization, approval or registration under,
any law, statute, rule, regulation, judgment, order, writ, injunction, decree or agreement which has not been obtained and delivered to Purchaser.
(iv) Purchaser is not the subject of any voluntary or involuntary bankruptcy proceedings for the dissolution or liquidation
thereof.
(v) There are no judgments, orders or decrees of any kind against Purchaser unpaid and unsatisfied of record, nor any
actions, suits or other legal or administrative proceedings pending or, to Purchaser’s actual knowledge, threatened in writing against Purchaser, which would
have a material adverse effect on Purchaser, its financial condition or its ability to consummate the transactions contemplated by this Agreement.
(vi) Purchaser is not acquiring the Property with the assets of an employee benefit plan (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ ERISA”)), or, if plan assets will be used to acquire the Property, Purchaser will deliver to
Seller at Closing a certificate containing such factual representations as shall permit Seller and its counsel to conclude that no prohibited transaction would
result from the consummation of the transactions contemplated by this Agreement. Purchaser is not a “party in interest” within the meaning of Section 3(14) of
ERISA with respect to any beneficial owner of Seller.
(vii) Purchaser is not now nor shall it be at any time prior to or at the Closing a person with whom a U.S. person is prohibited
from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders
and lists published by OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked
Persons or otherwise).
(viii) Purchaser: (A) is not under investigation by any governmental authority for, or has been charged with, or convicted of,
money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any
violation of any Anti-Money Laundering Laws; (B) has not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has not
had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws, which investigation, charge, conviction, penalties, seizure, or
forfeiture as described in clause (A), (B) or (C) above would prohibit Seller and Purchaser from consummating the transactions contemplated by this
Agreement. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the
Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the
sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C.
Sections 1956 and 1957.
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