Coach 2013 Annual Report Download - page 502

(i) Optionor: (A) is not under investigation by any governmental authority for, or has been charged with, or convicted of,
money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any
violation of any Anti-Money Laundering Laws; (B) has not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has not
had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws, which investigation, charge, conviction, penalties, seizure, or
forfeiture as described in clause (A), (B) or (C) above would prohibit Optionor and Optionee from consummating the transactions contemplated by this
Agreement. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the
Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the
sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C.
Sections 1956 and 1957.
The Representations contained in this Section 13(i) shall survive the Purchase Closing for one hundred eighty (180) days following the
Purchase Closing Date (the “Limitation Period”). Each Representation shall automatically be null and void and of no further force and effect upon the
expiration of the Limitation Period unless, prior to the expiration of the Limitation Period, Optionee shall have provided Optionor with a Breach Notice (as
hereinafter defined) alleging that Optionor is in breach of such Representation. Any claim by Optionee that Optionor is in breach of any Representation (each, a
“Seller Breach”) shall be made by Optionee delivering to Optionor written notice (each a “ Breach Notice”) promptly after Optionee has learned of such Seller
Breach and prior to the expiration of the Limitation Period, which Breach Notice shall set forth (x) a description in reasonable detail of the claimed Seller
Breach, including all facts and circumstances upon which the claimed Seller Breach is based and why those facts and circumstances constitute an alleged
Seller Breach, (y) the section and/or subsection of this Agreement under which the claimed Seller Breach is asserted, and (z) Optionee’s good faith
determination of the damages suffered by Optionee resulting from the Seller Breach described in the Breach Notice (the “ Claimed Damage”), which Claimed
Damage shall be expressed as a dollar amount. Optionee shall allow Optionor thirty (30) days after receipt of a Breach Notice within which to cure the
applicable Seller Breach. If Optionor fails to cure such Seller Breach within such thirty (30) day period, Optionee’s sole remedy shall be to commence a legal
proceeding against Optionor alleging that Optionor has breached this Agreement and that Optionee has suffered actual damages as a result thereof (a
“Proceeding”). Any proceeding with respect to the Representations must be commenced, if at all, no later than the date (the “ Outside Proceeding Date”) that is
sixty (60) days after the expiration of the later of (A) the Limitation Period and (B) Optionor’s thirty (30) day cure period. If Optionee shall have timely
commenced a Proceeding and a court of competent jurisdiction shall, pursuant to a final, non-appealable order in connection with such Proceeding, determine
that (i) a Seller Breach has occurred and (ii) Optionee suffered actual damages (the “ Damages”) by reason of such Seller Breach and that such Damages exceed
$50,000.00 in the aggregate (the “Threshold Amount”), and (iii) Optionee did not have actual knowledge of such Seller Breach on or prior to the Purchase
Closing Date, then, Optionee shall be entitled to receive an amount equal to the Damages; provided, that in no event shall Optionor’s aggregate liability for any
and all Optionee breaches under this Agreement or any of the agreements, certificates or instruments executed by Optionor in connection herewith or pursuant
be paid within thirty (30) days following the entry of such final, non-appealable order and delivery of a copy thereof to Optionor. If there shall be a Seller
Breach and Optionee is entitled to receive any Damages as a result thereof, Optionee shall have no recourse to the property or other assets of Optionor, other
than Optionor’s interest in the net sales proceeds received by Optionor from Optionee at the Purchase Closing (subject to the Maximum Liability Amount and
the other limitations expressly set forth in this Agreement).
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