Intercompany Agreements. (a) Except as set forth in Section 2.07(b), all Contracts between members of the VF Group, on the one hand, and members of the Kontoor Brands Group, on the other hand, in effect immediately prior to the Distribution are hereby agreed by VF (on behalf of itself and each member of the VF Group) and by Kontoor Brands (on behalf of itself and each member of the Kontoor Brands Group) to be terminated, cancelled and of no further force and effect from and after the Distribution Time (including any provision thereof that purports to survive termination) without any further Liability to any party thereto. (b) The provisions of Section 2.07(a) shall not apply to any of the following Contracts: (i) this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by any of the parties hereto or any of the members of their respective Groups or (B) to survive the Distribution Date); (ii) any Contract to which any Person, other than solely the parties hereto and the members of their respective Groups is a party; (iii) any Intercompany Accounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.06 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with the second sentence of Section 2.06); and (iv) the Contracts set forth on Schedule 2.07(b).
Appears in 4 contracts
Samples: Separation and Distribution Agreement (V F Corp), Separation and Distribution Agreement (Kontoor Brands, Inc.), Separation and Distribution Agreement (Kontoor Brands, Inc.)
Intercompany Agreements. (a) Except as set forth in Section 2.07(b), all Contracts between members of the VF ADS Group, on the one hand, and members of the Kontoor Brands Loyalty Ventures Group, on the other hand, in effect immediately prior to the Distribution are hereby agreed by VF ADS (on behalf of itself and each member of the VF ADS Group) and by Kontoor Brands Loyalty Ventures (on behalf of itself and each member of the Kontoor Brands Loyalty Ventures Group) to be terminated, cancelled and of no further force and effect from and after the Distribution Time (including any provision thereof that purports to survive termination) without any further Liability to any party thereto.
(b) The provisions of Section 2.07(a) shall not apply to any of the following Contracts: (i) this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by any of the parties hereto or any of the members of their respective Groups or (B) to survive the Distribution Date); (ii) any Contract to which any Person, other than solely the parties hereto and the members of their respective Groups Groups, is a party; (iii) any Intercompany Accounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.06 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with the second sentence of Section 2.06); and (iv) the Contracts set forth on Schedule 2.07(b).
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Alliance Data Systems Corp), Separation and Distribution Agreement (Loyalty Ventures Inc.)
Intercompany Agreements. (a) Except as set forth in Section 2.07(bSection 2.07(b), all Contracts between members of the VF ADS Group, on the one hand, and members of the Kontoor Brands Loyalty Ventures Group, on the other hand, in effect immediately prior to the Distribution are hereby agreed by VF ADS (on behalf of itself and each member of the VF ADS Group) and by Kontoor Brands Loyalty Ventures (on behalf of itself and each member of the Kontoor Brands Loyalty Ventures Group) to be terminated, cancelled and of no further force and effect from and after the Distribution Time (including any provision thereof that purports to survive termination) without any further Liability to any party thereto.
(b) The provisions of Section Section 2.07(a) shall not apply to any of the following Contracts: (i) this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by any of the parties hereto or any of the members of their respective Groups or (B) to survive the Distribution Date); (ii) any Contract to which any Person, other than solely the parties hereto and the members of their respective Groups Groups, is a party; (iii) any Intercompany Accounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.06 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with the second sentence of Section 2.06); and (iv) the Contracts set forth on Schedule 2.07(b).
Appears in 1 contract
Samples: Separation and Distribution Agreement (Loyalty Ventures Inc.)
Intercompany Agreements. (a) Except as set forth in Section 2.07(b2.06(b), all Contracts agreements, arrangements, commitments or understandings, whether or not in writing, between members of the VF Masco Group, on the one hand, and members of the Kontoor Brands TopBuild Group, on the other hand, in effect immediately prior to the Distribution are hereby agreed by VF Masco (on behalf of itself and each member of the VF Masco Group) and by Kontoor Brands TopBuild (on behalf of itself and each member of the Kontoor Brands TopBuild Group) to be terminated, cancelled and of no further force and effect from and after the Distribution Time (including any provision thereof that purports to survive termination) without any further Liability to any party thereto).
(b) The provisions of Section 2.07(a2.06(a) shall not apply to any of the following Contractsagreements, arrangements, commitments or understandings: (i) this Agreement and the Ancillary Agreements (and each other Contract agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by any of the parties hereto or any of the members of their respective Groups or (B) to survive the Distribution Date); (ii) any Contract agreements, arrangements, commitments or understandings to which any Person, other than solely the parties hereto and the members of their respective Groups is a party; (iii) any Intercompany Accounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.06 2.05 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with the second sentence of Section 2.062.05); and (iv) the Contracts agreements, arrangements, commitments and understanding set forth on Schedule 2.07(b2.06(b).
Appears in 1 contract
Samples: Separation and Distribution Agreement (Masco Corp /De/)