Coach 2013 Annual Report Download - page 474

(vi) It is not a Person with whom Optionee 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
(“OFAC”) (including those persons or entities named on OFAC’s List of Specially Designated Nationals and Blocked Persons), or any other
applicable law of the United States.
(vii) It has delivered to Optionee a true, correct and complete copy of the L’Oreal Lease.
(b) Optionee hereby represents and warrants to Optionor as of the date hereof as follows:
(i) It is a limited liability company duly organized, validly existing and in good standing under the laws of the State of
Delaware, is duly qualified or otherwise authorized as a foreign limited liability company and is in good standing in each jurisdiction where such
qualification is required by law; it has taken all action required to execute, deliver and perform this Agreement and to make all of the provisions of
this Agreement the valid and enforceable obligations they purport to be and has caused this Agreement to be executed by a duly authorized person.
(ii) This Agreement has been, and all documents which Optionee is required to deliver to Optionor at any Closing will at the
time of such Closing be, duly authorized, executed and delivered by Optionee, is or will be the legal, valid and binding obligations of Optionee
enforceable in accordance with its or their 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 or 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 of its organizational documents, (C) conflict with or violate or result in a breach of any of the provisions of, or constitute a
default under, any agreement or instrument to which it 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) There are no actions, suits, or proceedings pending and, to its knowledge, no such action suit or proceeding has been
threatened in writing against it in any court of law or in equity or before any governmental instrumentality that is reasonably likely to adversely affect
its ability to perform its obligations under this Agreement. Exhibit F-2 attached hereto and made a part hereof, sets forth all litigation, claims, actions
or proceedings currently affecting Optionee.
(iv) It is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.
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