Coach 2013 Annual Report Download - page 1110

29. CONFIDENTIALITY AND PRESS RELEASES .
(a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose the terms and conditions of this Agreement
and the transactions contemplated hereby to any person or entity without the express written consent of the other party prior to the Closing; provided, however,
that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys,
accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors,
potential investors, lenders, and potential lenders) (collectively, the “ Transaction Parties”),without the express written consent of the other party, so long as any
such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if
disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing
of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the
case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that
confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion
of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such
information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other
public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its
sole and absolute discretion.
(b) The provisions of Section 29(a) shall survive the Closing or termination of this Agreement.
30. FURTHER ASSURANCES.
Seller and Purchaser will do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, assignments, notices,
transfers and assurances as may be reasonably required by the other party, for carrying out the intentions or facilitating the consummation of this Agreement.
The provisions of this Section 30 shall survive the Closing.
31. THIRD PARTY BENEFICIARY.
This Agreement is an agreement solely for the benefit of Seller and Purchaser (and their permitted successors and/or assigns). No other
person, party or entity shall have any rights hereunder nor shall any other person, party or entity be entitled to rely upon the terms, covenants and provisions
contained herein. The provisions of this Section 31 shall survive the Closing or earlier termination of this Agreement.
32. JURISDICTION AND SERVICE OF PROCESS.
The parties hereto agree to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement
and, in furtherance of such agreement, the parties hereby agree and consent that without limiting other methods of obtaining jurisdiction, personal jurisdiction
over the parties in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or
notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the parties by registered or
certified mail to or by personal service at the last known address of the parties, whether such address be within or without the jurisdiction of any such court.
Any legal suit, action or other proceeding by one party to this Agreement against the other arising out of or relating to this Agreement (other than any dispute
which, pursuant to the express terms of this Agreement, is to be determined by arbitration) shall be instituted only in the Supreme Court of the State of New
York, County of New York or the United States District Court for the Southern District of New York, and each party hereby waives any objections which it
may now or hereafter have based on venue and/or forum non-conveniens of any such suit, action or proceeding and submits to the jurisdiction of such courts.
The provisions of this Section 32 shall survive the Closing or earlier termination of this Agreement.
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