Common use of Apportionment of Earnings and Profits and Tax Attributes Clause in Contracts

Apportionment of Earnings and Profits and Tax Attributes. (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the VF Group and the members of the Kontoor Brands Group in accordance with VF’s historical practice (including historical methodologies for making corporate allocations), the Code, Treasury Regulations, and any applicable state, local and foreign law, as determined by VF in its sole discretion. (b) VF shall in good faith, based on information reasonably available to it, advise Kontoor Brands no later than May 1, 2020 in writing of VF’s estimate of the portion, if any, of any earnings and profits, previously taxed earnings and profits (within the meaning of Section 959 of the Code (“PTI”)), Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute which VF determines is expected to be allocated or apportioned to the members of the Kontoor Brands Group under Applicable Tax Law. As soon as reasonably practicable after the close of the relevant Taxable period in which the Distribution occurs and in no event later than December 31, 2020, VF shall advise Kontoor Brands in writing of any adjustments to the previously delivered estimates of the portion of earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by VF. For the avoidance of doubt, VF shall not be liable to any member of the Kontoor Brands Group for any failure of any determination under this Section 5(b) to be accurate under Applicable Tax Law, provided such determination was made in good faith. All members of the Kontoor Brands Group shall prepare all Tax Returns in accordance with the written notices provided by VF to Kontoor Brands pursuant to this Section 5(b). (c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTI, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the VF Group or the Kontoor Brands Group pursuant to Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 5, as determined by VF in good faith.

Apportionment of Earnings and Profits and Tax Attributes. (a) Any Tax Attributes arising in a Pre-Distribution Closing Period will that are subject to allocation among members of a Combined Group shall be allocated to among (and the benefits and burdens of such Tax Attributes will inure to) the members of the VF Exxxxxx Group and the members of the Kontoor Brands Group Emerson Contributed Subsidiaries in accordance with VF’s historical practice (including historical methodologies for making corporate allocations), the Code, Treasury Regulations, and any applicable state, local and foreign lawApplicable Law, as determined by VF Emerson in its sole reasonable discretion. (b) VF Emerson shall in good faith, based on information reasonably available to it, advise Kontoor Brands no later than May 1Newco in writing, 2020 in writing as soon as reasonably practicable after Newco’s reasonable request following the Closing, of VF’s Exxxxxx’x estimate of the portion, if any, of any earnings and profits, previously taxed earnings and profits (within the meaning of Section 959 of the Code (“PTI”)), Tax Attributes, tax Tax basis, overall foreign loss or other consolidated, combined or unitary attribute which VF determines is expected to be allocated or apportioned to any Exxxxxx Contributed Subsidiary under Applicable Tax Law (the “Proposed Allocation”). Newco shall have thirty (30) days to review the Proposed Allocation and provide Exxxxxx any comments with respect thereto. If Newco either provides no comments or provides comments to which Exxxxxx agrees in writing, such resulting determination will become final (the “Final Allocation”). If Newco provides comments to the Proposed Allocation and Exxxxxx does not agree, the Final Allocation will be determined in accordance with Section 24. All members of the Kontoor Brands Exxxxxx Group under Applicable and Newco Group shall prepare all Tax LawReturns in accordance with the Final Allocation. As soon as reasonably practicable after In the close of the relevant Taxable period in which the Distribution occurs and in no event later than December 31, 2020, VF shall advise Kontoor Brands in writing of any adjustments adjustment to the previously delivered estimates of the portion of earnings and profits, PTI, Tax Attributes, tax Tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by VFattributes, Exxxxxx shall promptly advise Newco in writing of such adjustment. For the avoidance of doubt, VF Exxxxxx shall not be liable to any member of the Kontoor Brands Newco Group for any failure of any determination under this Section 5(b) to be accurate under Applicable Tax Law, provided such determination was made in good faith. All members of the Kontoor Brands Group shall prepare all Tax Returns in accordance with the written notices provided by VF to Kontoor Brands pursuant to this Section 5(b). (c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTI, Tax Attributes, tax Tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the VF Exxxxxx Group or the Kontoor Brands Group an Exxxxxx Contributed Subsidiary pursuant to Section 5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attributes, tax Tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section 5, as determined agreed by VF the Parties in good faith.