Coach 2013 Annual Report Download - page 759

If to the Coach Member: 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
parties is hereby authorized to give Notices hereunder on behalf of its respective client.
ARTICLE 19.
MISCELLANEOUS
Section 19.01 Further Assurances. The Coach Member and Developer shall do such other and further acts and things, and execute and deliver
such instruments and documents (not creating any obligations or imposing any expense (except to a de minimis extent) in addition to those otherwise created or
imposed by this Agreement), as either may reasonably request from time to time in furtherance of effectuating the transactions contemplated in this Agreement.
Section 19.02 Governing Law. This Agreement shall be governed and -construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of law.
Section 19.03 Submission to Jurisdiction; Waiver of Jury Trial. (a) Developer and the Coach Member hereby irrevocably and unconditionally
(i) agree that the exclusive forum for any suit, action or other legal proceeding arising out of or relating to this Agreement shall be the Supreme Court of the State
of New York in New York County or the United States, Southern District of New York; (ii) consent to, and waive any and all personal rights under the laws
of any state to object to the jurisdiction of each such court in any such suit, action or proceeding; and (iii) waive any objection which it may have to the laying
of venue of any such suit, action or proceeding in any of such courts. In furtherance of such agreement, Developer and the Coach Member agree, upon request
of the other party, to discontinue (or cause to be discontinued) any such suit, action or proceeding pending in any other jurisdiction or court and Developer and
the Coach Member irrevocably consent to the service of any and all process in any such suit, action or proceeding by service of copies of such process to
Developer or the Coach Member, as the case may be, at its address provided herein. Nothing in this Section 19.03, however, shall affect the right of Developer
or the Coach Member to serve legal process in any other manner permitted by law.
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