Coach 2013 Annual Report Download - page 456

(c) The provisions of this Section 18 shall survive the termination or expiration of this Agreement.
19. Defined Terms. The following words and phrases have the following meanings in this Agreement:
(a) “Affiliate” means, with respect to any Person, a Person which directly or indirectly, through one or more intermediaries, controls,
is controlled by or is under common control with, such Person. For purposes hereof, the term “control” (including the related terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power to direct (or cause the direction of) the management and policies of a Person
(whether through the ownership of voting securities or other ownership interest, by contract or otherwise).
(b) “Business Day” means each day, except Saturdays, Sundays and all days observed by the federal government as legal holidays
and/or which commercial banks in New York State are not required or authorized to be closed for business.
(c) “Person” means an individual person, a corporation, partnership, trust, joint venture, limited liability company, proprietorship,
estate, association, land trust, other trust, government entity or other incorporated or unincorporated enterprise, entity or organization of any kind.
20. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
EXPRESSLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY EACH PARTY HERETO. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE
MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL. EACH OF THE PARTIES HERETO FURTHER ACKNOWLEDGES THAT IT
HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS SECTION 20.
21. No Recordation. Neither Party shall record this Agreement or any memorandum thereof in any public records.
22. Further Assurances. The Parties each agree to do such other and further acts and things, and to execute and deliver such instruments and
documents (not creating any obligations additional to those otherwise imposed by this Agreement) as either may reasonably request from time to time in
furtherance of the purposes of this Agreement.
23. Broker.
(a) Coach represents to Tower C SPV that it has not dealt with any broker, finder or like agent in connection with this transaction.
Coach hereby indemnifies and holds Tower C SPV harmless from and against any and all claims for any commission, fee or other compensation by any
Person who shall claim to have dealt with Coach in connection with the sale of the Coach Premises or any portion thereof, and for any and all costs incurred
by Tower C SPV in connection with any such claims including, without limitation, reasonable attorneys’ fees and disbursements.
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