Coach 2013 Annual Report Download - page 454

(b) Tower C SPV agrees to execute, acknowledge and deliver to Coach promptly following the expiration of the ROFN Period or the
earlier termination of this Agreement an instrument confirming the expiration or termination of this Agreement. If the ROFN Right shall terminate with respect to
a Unit within the Coach Premises as provided in Section 10(a) above, then Tower C SPV shall execute, acknowledge and deliver to Coach a partial termination
of this Agreement with respect only to such Unit. The termination, partial termination or expiration of this Agreement as provided herein shall be self-
effectuating and the failure of Tower C SPV to execute or deliver any such confirmation shall not affect the effectiveness thereof.
11. Assignment; Successors and Assigns . The ROFN Right granted herein is personal to Tower C SPV and neither this Agreement nor any
rights granted under this Agreement shall be assignable by Tower C SPV to any Person. Subject to the foregoing and to the provisions of Section 10 above, this
Agreement shall be binding upon the Parties and their respective successors-in-interest, and shall inure to the benefit of the Parties and their respective
successors-in-interest. For the purposes of this Agreement, the term “Coach” shall mean and refer to each Coach Party that acquires the Coach Premises or any
Unit therein.
12. Severability. In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and other application thereof shall not in any
way be affected or impaired thereby and shall be construed and enforced in all respects as if such invalid or unenforceable provision or provisions had been
omitted and substituted with a provision(s) that is valid and enforceable and most closely effectuates the original intent of this Agreement.
13. Entire Agreement. This Agreement, together with all of the other documents and agreements which are being executed and delivered by Coach
and Tower C SPV on the date hereof, contain the entire agreement between the Parties relating to the subject matter hereof and all prior agreements, oral or
written, relative hereto which are not contained herein are terminated.
14. Amendments. Amendments, variations, modifications or changes to this Agreement may be made, effective and binding upon the Parties
only by the setting forth of same in a written document duly executed by each of Coach and Tower C SPV, and any alleged amendment, variation,
modification or change herein which is not so documented shall not be effective as to either of Coach or Tower C SPV.
15. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be
deemed an original, and all of which shall constitute but one and the same instrument and shall be binding upon each Party hereto as fully and completely as
if all Parties had signed the same signature page. The exchange of copies of this Agreement, any signature pages required hereunder or any other documents
required or contemplated hereunder by facsimile or portable document format (“ PDF”) transmission shall constitute effective execution and delivery of such
signature pages and may be used in lieu of the original signature pages for all purposes. Signatures of the Parties transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes.
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