Coach 2013 Annual Report Download - page 763

Section 19.14 No Joint Venture or Partnership. The Coach Member and Developer intend that the relationships created hereunder and under the
other transaction documents be solely that of owner and developer. Nothing herein or therein is intended to create a joint venture or partnership relationship
between the Coach Member and Developer.
Section 19.15 No Construction Against Draftsperson . This Agreement shall be construed without regard to any presumption requiring
construction against the party drafting this Agreement.
Section 19.16 Brokerage. Each party hereby represents and warrants to the other that it has had no communication with any broker,
consultant, finder or similar person in connection with the transactions contemplated hereby, other than CBRE, Inc. (“ Broker”). Each party shall indemnify
and hold the other harmless against and from all costs, expenses, damages and liabilities, including reasonable attorneys’ fees and disbursements, arising
from any claims for brokerage commissions, finders’ fees or other compensation resulting from or arising out of any conversations, negotiations or actions (or
claims of the same) that the indemnifying party had by itself or anyone acting on behalf of itself, with any broker, consultant, finder or similar person, other
than Broker. The Coach Member shall be solely responsible to compensate Broker pursuant to the terms of a separate agreement with Broker.
Section 19.17 Authorized Representatives. The signature of any one of a party’s Authorized Representatives, acting alone, shall constitute the
duly authorized, valid and binding act of the party for whom the respective person is the Authorized Representative. A party may change (or add) Authorized
Representative(s) at any time by notice to the other party; and each party shall be entitled to rely upon the written certificate or consent of any person designated
by the other party as an Authorized Representative.
Section 19.18 Remedies. Except as specifically provided herein, each party has and may pursue all rights available at law or in equity by
reason of the failure, by any other party hereto, to keep or perform such other party’s agreements or obligations under this Agreement.
Section 19.19 Prevailing Party Entitled to Fees and Costs. In the event of any Legal Proceeding between or among the Coach Member and
Developer concerning this Agreement, the prevailing party shall be entitled to reimbursement from the losing party for the fees and costs of such proceeding
incurred by the prevailing party. For this purpose, “prevailing party” means the party who obtains a judgment or order, final beyond appeal, adverse to the
other party. The foregoing provisions shall not apply to the fees and costs of any dispute that is governed by the provisions of Article 14.
Section 19.20 Survival. The provisions of this Article 19 shall survive the Closing and the termination of this Agreement.
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