Coach 2013 Annual Report Download - page 193

(a) the occurrence of any Bankruptcy Action with respect to such Member or, in the case of the Coach Member, the Coach
Guarantor, or, in the case of the Fund Member, Related or Oxford Guarantor; provided, however, that an involuntary Bankruptcy Action filed against any
such Person by a Person which is not affiliated such Person shall not be an Event of Default unless such involuntary Bankruptcy Action is not discharged
within ninety (90) days;
(b) a Transfer has occurred with respect to such Member in violation of Article 9;
(c) such Member has caused the Company to take any action without the prior consent of the other Member to the extent such consent
is required pursuant to the terms of this Agreement, including, without limitation, such Member causing any Bankruptcy Action to occur with respect to the
Company or any of its Subsidiaries.
10.2. Remedies and Damages.
(a) Upon the occurrence and during the continuance of an Event of Default, the Non-Defaulting Member shall have the right, and
without prejudice to any rights and remedies otherwise available to the Non-Defaulting Member under this Agreement or at law or in equity, to (i) seek equitable
relief by way of injunction, or (ii) to compel specific performance without the need to prove actual damages. The failure or delay by a Member in exercising
any right, power or privilege hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
hereunder. Upon the occurrence and during the continuance of an Event of Default pursuant to Section 10.1(a) above, then in addition to all other rights the
Company or the Non-Defaulting Member may have as a result of such Event of Default, all rights of approval or consent granted to the Defaulting Member
under Section 7.2 or elsewhere in this Agreement shall be suspended and terminate from and after the date of such Event of Default; provided, however, such
Defaulting Member shall still retain any approval rights with respect to (i) any action which would cause the Company or any of its Subsidiaries to become an
entity other than a Delaware limited liability company; (ii) the merger, consolidation, dissolution, liquidation, reorganization or filing of a Bankruptcy Action
with respect to the Company or any of its Subsidiaries; (iii) amending this Agreement; (iv) entering into any agreement which would cause the Defaulting
Member or any of its Affiliates to become a guarantor or to otherwise become personally liable for any indebtedness of the Company; or (v) materially
changing the nature or scope of the Company’s business.
(b) The Defaulting Member shall be liable to the Company and the Non-Defaulting Member and its Member Indemnified Parties for
all actual costs, expenses, losses, liabilities and damages arising directly or indirectly from or in connection with any such Event of Default, including,
without limitation, attorneys’ fees and expenses, actually incurred by the Non-Defaulting Member or any of its Member Indemnified Persons or by the
Company, and shall indemnify the Company and the Non-Defaulting Member and its Member Indemnified Persons and hold each of them harmless from and
against any and all actual losses, costs, expenses, obligations or liabilities resulting or arising from such Event of Default. No costs or expenses incurred by
the Defaulting Member in connection with the foregoing indemnity shall be considered a contribution of capital hereunder or a loan to the Company nor
included in calculating such Member’s Capital Account or otherwise considered in determining any ownership interest or right to receive any distribution or
other payments from the Company or the other Members.
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