Coach 2013 Annual Report Download - page 188

8.7. Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred by this Article 8 shall not
be exclusive of any other right which a Person may have or hereafter acquire under any law (common or statutory), provision of the Articles, or otherwise.
8.8. Savings Clause. If Section 8.3 or Section 8.4 or any portion of either thereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company or the Member Indemnitor, as applicable, shall nevertheless indemnify and hold harmless each Indemnified Person or Member
Indemnified Person, as applicable, as to costs, charges and expenses (including attorneys’ fees and expenses), judgments, fines and amounts paid in
settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Article 8 that shall not have been invalidated.
8.9. Insurance. During the performance of Developer Work, the Company shall cause Legacy Tenant to carry such insurance in at least the
amounts and types required under the Loan Documents and the Project Documents. In addition, the Company shall obtain and maintain insurance, at the
Company’s expense, on behalf of the Members and such other Persons as the Members shall determine, against any liability that may be asserted against, or
any expense that may be incurred by, such Person in connection with the activities of the Company and/or the Members’ acts or omissions as the Members of
the Company regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this
Agreement. The cost of all insurance obtained by the Legacy Tenant or the Company pursuant to this Section 8.9, or by Developer pursuant to the
Development Agreement, shall be a Project Cost as set forth in the Budget (subject, in the case of the Coach Member’s allocable share thereof, to the Coach
Costs Cap), and, during the term of the Construction Loan, premiums for all such insurance shall be funded to a reserve held by the Mortgage Loan Agent or
Mezzanine Loan Agent for the payment of insurance premiums pursuant to the terms of the Loan Documents.
ARTICLE 9
TRANSFERS OF INTERESTS
9.1. General Restrictions.
(a) Prior to the Closing and the conveyance of the Coach Unit to the Coach Member pursuant to this Agreement, no Member may,
directly or indirectly, transfer, sell, convey, assign, mortgage, pledge, hypothecate, or otherwise dispose of or encumber all or any part of such Member’s
Membership Interest (each of the foregoing a “ Transfer”), or cause, permit or suffer to occur any Transfer, except as expressly required or permitted under this
Agreement or with the prior written consent of the other Member. As used in this Section 9.1, a “Transfer” also includes with respect to a Member or any
Indirect Owner of such Member that is not a natural person, (i) a Transfer in respect of any ownership interest in such Member or Indirect Owner, and (ii)
except as expressly permitted under this Agreement, any change in Control of such Member. Any purported Transfer of a Membership Interest in violation of
the terms of this Agreement shall be null and void ab initio and of no effect. A Transfer permitted hereunder shall be effective as of the date specified in the
instruments relating thereto. Any Transfer made by any permitted transferee hereunder shall be subject to the provisions of this Article 9 to the same extent and
in the same manner as any Member desiring to make any Transfer.
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