Coach 2013 Annual Report Download - page 451

(ii) This Agreement has been duly authorized, executed and delivered by Coach, is the legal, valid and binding obligation
of Coach, enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy, insolvency, reorganization,
moratorium or other similar laws presently or hereafter in effect affecting the rights of creditors or debtors generally, and does not and will not (A)
conflict with any provision of any law or regulation to which it is subject, or violate any provision of any judicial order to which it is a party or to
which it is subject, (B) breach or violate any organizational documents of Coach, (C) conflict with or violate or result in a breach of any of the
provisions of, or constitute a default under, any material agreement or instrument to which Coach is a party or by which it or any of its property is
bound, or (D) require the consent, approval or ratification by any governmental entity or any other Person that has not been obtained.
(iii) Coach has not previously granted any options to purchase or lease or otherwise acquire or lease, rights of first
refusal, rights of first offer or other rights with respect to the Coach Space or any part thereof.
(iv) Coach is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.
(v) Coach is not a Person with whom Tower C SPV is restricted from doing business under the International Emergency
Economic Powers Act, 50 U.S.C. § 1701 et seq.; the Trading With the Enemy Act, 50 U.S.C. App. § 5; the USA Patriot Act of 2001; any
executive orders promulgated thereunder, any implementing regulations promulgated thereunder by the U.S. Department of Treasury Office of
Foreign Assets Control (including those persons and/or entities named on OFAC’s List of Specially Designated Nationals and Blocked Persons), or
any other applicable law of the United States.
(c) The representations and warranties of each Party set forth in this Agreement shall survive the execution and delivery of this
Agreement.
5. Remedies. If Coach breaches or fails to perform any of its obligations pursuant to the terms of this Agreement, Tower C SPV shall be
entitled to specific performance against Coach. The provisions of this Section 5 shall survive the termination or expiration of this Agreement.
6. Notices. Any and all notices, demands, requests, consents, approvals or other communications (each, a “ Notice”) permitted or required to
be made under this Agreement shall be in writing, signed by the Party giving such Notice and shall be delivered (a) by hand (with signed confirmation of
receipt), (b) by nationally or internationally recognized overnight mail or courier service (with signed confirmation of receipt) or (c) by facsimile transmission
(with a confirmation copy delivered in the manner described in clause (a) or (b) above). All such Notices shall be deemed delivered, as applicable: (i) on the
date of the personal delivery or facsimile (as shown by electronic confirmation of transmission) if delivered by 5:00 p.m., and if delivered after 5:00 p.m. then
on the next business day; or (ii) on the next business day for overnight mail. Notices directed to a Party shall be delivered to the Parties at the addresses set
forth below or at such other address or addresses as may be supplied by written Notice given in conformity with the terms of this Section 6:
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