This Agreement (i) constitutes the entire agreement between the parties concerning the subjects hereof and supersedes all prior agreements (except for any long-term incentive award agreements entered into between MKHL and Kors), (ii) may not be assigned by Kors without the prior written consent of the Company Parties, but shall be binding upon and inure to the benefit of Kors’ heirs, legal representatives and permitted assigns (without limiting the generality of the foregoing, the provisions of Sections 4 and 7 hereof specifically shall inure to the benefit of such heirs, legal representatives, successors and permitted assigns), (iii) may be assigned by the Company Parties in connection with any transfer of all or a substantial portion of such entity’s assets and shall be binding upon, and inure to the benefit of, the Company Parties’ successors and assigns, and (iv) may not be amended, modified or supplemented except by a writing signed by each party.