Common use of Bank Accounts; Cash Balances Clause in Contracts

Bank Accounts; Cash Balances. (a) VF and Kontoor Brands shall, and shall cause the members of their respective Group to, use commercially reasonable efforts such that, on or prior to the Distribution Time, the VF Group and the Kontoor Brands Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, VF and Kontoor Brands shall use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (x) remove and replace the signatories of any bank or brokerage account owned by Kontoor Brands or any other member of the Kontoor Brands Group as of the Distribution Time with individuals designated by Kontoor Brands and (y) if requested by VF, remove and replace the signatories of any bank or brokerage account owned by VF or any other member of the VF Group as of the Distribution Time with individuals designated by VF. (b) With respect to any outstanding payments initiated by VF, Kontoor Brands, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between VF and Kontoor Brands (and the members of their respective Groups) all payments received after the Distribution Date by either party (or member of its Group) that relate to a business, asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit and at the expense of the party entitled thereto. Each party shall maintain an accounting of any such payments, and the parties shall have a monthly reconciliation, whereby all such payments received by each party are calculated and the net amount owed to VF or Kontoor Brands, as applicable, shall be paid over with a mutual right of set-off. If at any time the net amount owed to either party exceeds $[—], an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) Business Days of such amount exceeding $[—]. Notwithstanding the foregoing, neither VF nor Kontoor Brands shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) VF SWBI and Kontoor Brands AOUT shall, and shall shall, to the fullest extent permitted by Applicable Law, cause the other members of their respective Group to, use commercially reasonable efforts such that, on at or prior to the Distribution Time, the VF SWBI Group and the Kontoor Brands AOUT Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, VF SWBI and Kontoor Brands AOUT shall use commercially reasonable efforts to, and shall cause the other members of their respective Groups Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (xi) remove and replace the signatories of any bank or brokerage account owned by Kontoor Brands AOUT or any other member of the Kontoor Brands AOUT Group as of the Distribution Time with individuals designated by Kontoor Brands AOUT and (yii) if requested by VFSWBI, remove and replace the signatories of any bank or brokerage account owned by VF SWBI or any other member of the VF SWBI Group as of the Distribution Time with individuals designated by VFSWBI. (b) With respect to any outstanding payments initiated by VFSWBI, Kontoor BrandsAOUT, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between VF and Kontoor Brands (the SWBI Group, on the one hand, and the members of their respective Groups) AOUT Group, on the other hand, all payments received after the Distribution Date by either party (or a member of its Group) either Group that relate to a business, asset asset, or Liability of a member of the other party (or member of its Group), shall be held by such party Person for the use and benefit and at the expense of the party Person entitled thereto. Each party Group shall maintain an accounting of any such payments, and the parties SWBI and AOUT shall have a monthly reconciliation, whereby all such payments received by each party any member of the SWBI Group and any member of the AOUT Group are calculated and the net amount owed to VF any member of the SWBI Group or Kontoor Brandsany member of the AOUT Group, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to either party any Person pursuant to this Section 2.8(c) exceeds $[—]50,000, an interim payment of such net amount owed shall be made to the party Person entitled thereto within three (3) Business Days of such amount exceeding $[—]50,000. Notwithstanding the foregoing, neither VF nor Kontoor Brands no member of either Group shall act as collection agent for any member of the other partyGroup, nor shall either party Group act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) VF Parent and Kontoor Brands the Company shall, and shall cause the members of their respective Group to, use commercially reasonable efforts such that, on or prior to the Distribution TimeSeparation Date, the VF Parent Group and the Kontoor Brands Lithium Group maintain separate bank accounts and separate cash management processes. Without limiting . (b) To the generality of extent not completed prior to the foregoingSeparation Date, VF Parent and Kontoor Brands shall use commercially reasonable efforts tothe Company each agrees to take, and shall or cause the members of their respective Groups to use commercially reasonable efforts take, all actions necessary to amend all Contracts governing each bank and brokerage account owned by the Company or any other member of the Lithium Group (collectively, the “Company Accounts”) so that such Company Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, effective prior hereinafter “linked”) to the Distribution Time, (x) remove and replace the signatories of any bank or brokerage account owned by Kontoor Brands Parent or any other member of the Kontoor Brands Parent Group as (collectively, the “Parent Accounts”) are de-linked from the Parent Accounts. It is intended that, subject to the terms of the Distribution Time with individuals designated by Kontoor Brands Transition Services Agreement, as applicable, Parent and (y) if requested by VF, remove the Company will maintain separate bank accounts and replace separate cash management processes following the signatories of any bank or brokerage account owned by VF or any other member of the VF Group as of the Distribution Time with individuals designated by VFSeparation Date. (bc) With respect to any outstanding payments initiated checks issued by VFParent, Kontoor Brandsthe Company, or any of their respective Subsidiaries prior to the Distribution TimeSeparation Date, such outstanding payments checks shall be honored following the Distribution Separation Date by the Person or Group owning the account from on which the payment was initiatedcheck is drawn. (cd) As between VF Parent and Kontoor Brands the Company (and the members of their respective Groups) ), all payments made and reimbursements received after the Distribution Separation Date by either party (or member of its Group) that relate to a businessBusiness, asset Asset or Liability of the other party (or member of its Group), shall be held by such party in trust for the use and benefit and at the expense of the party entitled thereto. Each thereto and, promptly upon receipt by such party shall maintain an accounting of any such paymentspayment or reimbursement, and such party shall pay over, or shall cause the parties shall have a monthly reconciliationapplicable member of its Group to pay over, whereby all to the other party the amount of such payments received by each party are calculated and the net amount owed to VF payment or Kontoor Brands, as applicable, shall be paid over with a mutual reimbursement without right of set-off. If The parties hereto will reasonably cooperate to ensure that each party shall maintain, at any time the net amount owed to either party exceeds $[—], an interim payment of such net amount owed shall be made all times prior to the party entitled thereto within three (3) Business Days clearance or settlement of any outstanding check or similar instrument drawn against any applicable Company Account or Parent Account, sufficient balances to cover all outstanding checks or similar instruments drawn against such amount exceeding $[—]Company Account or Parent Account, as applicable. Notwithstanding the foregoing, neither VF Parent nor Kontoor Brands the Company (nor any member of their respective Groups) shall act as collection agent for the other party, nor shall either party (or any member of its respective Group) act as surety or endorser with respect to non-sufficient funds checks or funds to be returned returned, including in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) VF L Brands and Kontoor Brands VS shall, and shall cause the members of their respective Group Groups to, use commercially reasonable best efforts such that, on or prior to the Distribution Time, the VF L Brands Group and the Kontoor Brands VS Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, VF L Brands and Kontoor Brands VS shall use commercially reasonable best efforts to, and shall cause the members of their respective Groups to use commercially reasonable best efforts to, effective prior to the Distribution Time, (xi) remove and replace the signatories of any bank or brokerage account owned by Kontoor Brands VS or any other member of the Kontoor Brands VS Group as of the Distribution Time with individuals designated by Kontoor Brands VS and (yii) if requested by VFL Brands, remove and replace the signatories of any bank or brokerage account owned by VF L Brands or any other member of the VF L Brands Group as of the Distribution Time with individuals designated by VFL Brands. (b) With respect to any outstanding checks issued or payments initiated by VFL Brands, Kontoor BrandsVS, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding checks and payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated, and such Person or Group owning such account shall not have any claim with respect to such check or payment from the members of the other Group. (c) As between VF L Brands and Kontoor Brands VS (and the members of their respective Groups) all payments received after the Distribution Date Time by either party Party (or member of its Group) that relate to a business, asset or Liability of the other party Party (or member of its Group), shall be held by such party Party for the use and benefit and at the expense of the party Party entitled thereto. Each party Party shall maintain an accounting of any such payments, and the parties Parties shall have a monthly reconciliation, whereby all such payments received by each party Party are calculated and the net amount owed to VF L Brands or Kontoor BrandsVS, as applicable, shall be paid over with a mutual right of set-off. If at any time the net amount owed to either party Party exceeds $[—]500,000, an interim payment of such net amount owed shall be made to the party Party entitled thereto within three five (35) Business Days of such amount exceeding $[—]500,000. Notwithstanding the foregoing, neither VF L Brands nor Kontoor Brands VS shall act as collection agent for the other partyParty, nor shall either party Party act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) VF SWBI and Kontoor Brands AOUT shall, and shall shall, to the fullest extent permitted by Applicable Law, cause the other members of their respective Group to, use commercially reasonable efforts such that, on at or prior to the Distribution Time, the VF SWBI Group and the Kontoor Brands AOUT Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, VF SWBI and Kontoor Brands AOUT shall use commercially reasonable efforts to, and shall cause the other members of their respective Groups Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (xi) remove and replace the signatories of any bank or brokerage account owned by Kontoor Brands AOUT or any other member of the Kontoor Brands AOUT Group as of the Distribution Time with individuals designated by Kontoor Brands AOUT and (yii) if requested by VFSWBI, remove and replace the signatories of any bank or brokerage account owned by VF SWBI or any other member of the VF SWBI Group as of the Distribution Time with individuals designated by VFSWBI. (b) With respect to any outstanding payments initiated by VFSWBI, Kontoor BrandsAOUT, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between VF and Kontoor Brands (the SWBI Group, on the one hand, and the members of their respective Groups) AOUT Group, on the other hand, all payments received after the Distribution Date by either party (or a member of its Group) either Group that relate to a business, asset asset, or Liability of a member of the other party (or member of its Group), shall be held by such party Person for the use and benefit and at the expense of the party Person entitled thereto. Each party Group shall maintain an accounting of any such payments, and the parties SWBI and AOUT shall have a monthly reconciliation, whereby all such payments received by each party any member of the SWBI Group and any member of the AOUT Group are calculated and the net amount owed to VF any member of the SWBI Group or Kontoor Brandsany member of the AOUT Group, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to either party any Person pursuant to this Section 2.8(c) exceeds $[—●], an interim payment of such net amount owed shall be made to the party Person entitled thereto within three (3) Business Days of such amount exceeding $[—●]. Notwithstanding the foregoing, neither VF nor Kontoor Brands no member of either Group shall act as collection agent for any member of the other partyGroup, nor shall either party Group act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) VF Comcast and Kontoor Brands SpinCo shall, and shall cause the members of their respective Group Groups to, use commercially reasonable efforts such that, on or prior to the Distribution TimeDate, the VF Comcast Group and the Kontoor Brands SpinCo Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, VF Comcast and Kontoor Brands SpinCo shall use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (xi) remove and replace the signatories of any bank or brokerage account owned by Kontoor Brands SpinCo or any other member of the Kontoor Brands SpinCo Group as of the Distribution Time that are not SpinCo Participants and replace them with individuals designated by Kontoor Brands SpinCo and (yii) if requested by VFComcast, remove and replace the signatories of any bank or brokerage account owned by VF Comcast or any other member of the VF Comcast Group as of the Distribution Time that are SpinCo Participants and replace them with individuals designated by VFComcast. (b) With Notwithstanding anything to the contrary contained in this Agreement, (i) with respect to any outstanding checks issued or payments initiated by VFComcast, Kontoor BrandsSpinCo, or any of their respective Subsidiaries prior to the Distribution TimeDate, such outstanding checks and payments shall be honored following the Distribution Date by the Person or Group owning the account from which the payment was initiated, and (ii) such Person or Group owning such account shall not have any claim with respect to such check or payment from the members of the other Group. (c) As between VF Comcast and Kontoor Brands SpinCo (and the members of their respective Groups) all payments received after the Distribution Date by either party Party (or member of its Group) that relate to a business, asset or Liability of the other party Party (or member of its Group), ) shall be held by such party Party in trust for the use and benefit and at the expense of the party Party (or the member of such Party’s Group) entitled thereto. Each party Party shall maintain an accounting of any such payments, and the parties Parties shall have a monthly reconciliation, whereby all such payments received by each party Group are calculated and the net amount owed to VF the Comcast Group or Kontoor Brandsthe SpinCo Group, as applicable, shall be paid over with a mutual right of set-off. If at any time the net amount owed to either party Group exceeds $[—]500,000, an interim payment of such net amount owed shall be made to the party Group entitled thereto within three five (35) Business Days of such amount exceeding $[—]500,000. Notwithstanding the foregoing, neither VF Comcast nor Kontoor Brands SpinCo (nor any member of their respective Groups) shall act as collection agent for the other partyParty (or any member of such other Party’s Group), nor shall either party Party (or any member of such Party’s Group) act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance action.