Coach 2013 Annual Report Download - page 1111

33. WAIVER OF TRIAL BY JURY.
Seller and Purchaser hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim
arising in connection with, out of or otherwise relating to this agreement. The provisions of this Section 33 shall survive the Closing or earlier termination of
this Agreement.
34. MISCELLANEOUS.
(a) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.
(b) Any consent or approval to be given hereunder (whether by Seller or Purchaser) shall not be effective unless the same shall be
given in advance of the taking of the action for which consent or approval is requested and shall be in writing. Except as otherwise expressly provided herein,
any consent or approval requested of Seller or Purchaser may be withheld by Seller or Purchaser in its sole and absolute discretion.
(c) Seller shall have the right at its expense to structure the sale of the Property as a forward or reverse exchange thereof for other real
property of a like-kind to be designated by Seller (including the ability to assign this Agreement to an entity established in order to effectuate such exchange
including a qualified intermediary, an exchange accommodation title holder or one or more single member limited liability companies that are owned by any of
the foregoing persons ), with the result that the exchange shall qualify for non-recognition of gain or loss under Section 1031 of the Internal Revenue Code of
1986, as amended, the Treasury Regulations thereunder and IRS Revenue Procedure 2000-37. The Purchaser shall execute any and all documents reasonably
requested by Seller to affect such exchange, and otherwise assist and cooperate with Seller in effecting such exchange, provided that any additional reasonable
costs and expenses incurred by Purchaser as a result of structuring such transaction as an exchange, as opposed to an outright sale, shall be borne by Seller.
(d) The provisions of this Section 34 shall survive the Closing.
35. ATTORNEYS’ FEES.
In the event of any litigation between the parties hereto to enforce any of the provisions of this Agreement or any right of either party hereto,
the unsuccessful party to such litigation agrees to pay to the successful party all costs and expenses, including reasonable attorneys’ fees and disbursements,
incurred herein by the successful party in and as part of the judgment rendered in such litigation.
36. EXCULPATION
.
(a) Purchaser agrees that it does not have and will not have any claims or causes of action against any Seller Party (other than Seller),
arising out of or in connection with this Agreement or the transactions contemplated hereby. Purchaser agrees to look solely to Seller and Seller’s interest in the
Property or, if the Closing has occurred, the net proceeds of the sale (subject to the limitations contained herein) for the satisfaction of any liability or obligation
arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties or other agreements of Seller
contained herein, and further agrees not to sue or otherwise seek to enforce any personal obligation of Seller against any Seller Parties (other than Seller) or their
assets or properties or against any of Seller’s other assets or properties, with respect to any matters arising out of or in connection with this Agreement or the
transactions contemplated hereby.
39