Coach 2013 Annual Report Download - page 453

If to Coach: Coach Legacy Yards LLC
c/o Coach, Inc.
[516 West 34th Street]
New York, New York 10001
Attention: Todd Kahn
Facsimile: [phone]
with copies to: Coach, Inc.
[516 West 34th Street]
New York, New York 10001
Attention: Mitchell L. Feinberg
Facsimile: [phone]
and to: Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention: Jonathan L. Mechanic and Harry R. Silvera, Esqs.
Facsimile: [phone]
Any counsel designated above or any replacement counsel who may be designated respectively by any Party or such counsel by written Notice to the
other Party is hereby authorized to give Notices hereunder on behalf of its respective client.
7. Attorney Fees. The prevailing party in any litigation shall be entitled to recovery of all of its actual out-of-pocket costs and expenses
(including legal fees and disbursements) incurred in such action. The provisions of this Section 7 shall survive the termination or expiration of this Agreement.
8. Captions. All titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way
define, limit, extend, or describe the scope of this Agreement or the intent of any provision in this Agreement.
9. Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, and neuter, singular and plural, as
the identity of the party or parties may require.
10. Termination Date.
(a) Notwithstanding anything to the contrary contained in this Agreement, the ROFN Right and all rights and privileges granted to
Tower C SPV hereunder with respect thereto shall automatically terminate and be of no further force and effect on the date (the “ Termination Date”) on which
all of the Coach Premises has been directly or indirectly sold, transferred or otherwise conveyed to any Person other than a Coach Party in compliance with the
terms of this Agreement. If a Unit within the Coach Premises is transferred to any Person other than a Coach Party in compliance with the terms of this
Agreement prior to the Termination Date, the ROFN Right and all rights and privileges granted to Tower C SPV hereunder shall automatically terminate and be
of no further force and effect as to any and each such Unit upon date of such transfer.
7