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Common use of Transfers of Certain Other Assets and Liabilities Clause in Contracts

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02(a), effective as of the Distribution Time: (a) VF hereby agrees, and hereby causes the relevant member of the VF Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands or any member of the Kontoor Brands Group as of the Distribution Time designated by Kontoor Brands (a “Kontoor Brands Designee”) all of the right, title and interest of VF or such member of the VF Group in and to all of the Kontoor Brands Assets, if any, held by any member of the VF Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor Brands Group, to assign, contribute, convey, transfer and deliver to VF or any member of the VF Group as of the Distribution Time designated by VF (a “VF Designee”) all of the right, title and interest of Kontoor Brands or such member of the Kontoor Brands Group in and to all of the VF Assets, if any, held by any member of the Kontoor Brands Group; and (b) VF hereby agrees, and hereby causes the relevant member of the VF Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands, and Kontoor Brands, on behalf of itself or such Kontoor Brands Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Kontoor Brands Liabilities, if any, to the extent such Kontoor Brands Liabilities would otherwise remain obligations of any member of the VF Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor Brands Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to VF, and VF, on behalf of itself or such VF Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the VF Liabilities, if any, to the extent such VF Liabilities would otherwise remain obligations of any member of the Kontoor Brands Group. (c) To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 as of the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.04), the relevant party shall use all commercially reasonable efforts to effect such transfer as promptly thereafter as practicable.

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.)

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with pursuant to Section 2.02(a), effective as of the Distribution Time: (a) VF L Brands hereby agrees, and hereby causes the relevant member of the VF Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands or any member of the Kontoor Brands Group as of the Distribution Time designated by Kontoor Brands (a “Kontoor Brands Designee”) all of the right, title and interest of VF or such member of the VF Group in and to all of the Kontoor Brands Assets, if any, held by any member of the VF Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor Brands Group, to assign, contribute, convey, transfer and deliver to VF or any member of the VF Group as of the Distribution Time designated by VF (a “VF Designee”) all of the right, title and interest of Kontoor Brands or such member of the Kontoor Brands Group in and to all of the VF Assets, if any, held by any member of the Kontoor Brands Group; and (b) VF hereby agrees, and hereby causes the relevant member of the VF Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands, and Kontoor Brands, on behalf of itself or such Kontoor Brands Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Kontoor Brands Liabilities, if any, to the extent such Kontoor Brands Liabilities would otherwise remain obligations of any member of the VF Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor L Brands Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to VFVS or any member of the VS Group as of the Distribution Time designated by VS (a “VS Designee”) all of the right, title and interest of L Brands or such member of the L Brands Group in and to all of the VS Assets, if any, held by any member of the L Brands Group, and VFL Brands and VS hereby agree, and hereby cause the relevant member of the VS Group, to assign, contribute, convey, transfer and deliver to L Brands or any member of the L Brands Group as of the Distribution Time designated by L Brands (a “L Brands Designee”) all of the right, title and interest of VS or such member of the VS Group in and to all of the L Brands Assets, if any, held by any member of the VS Group; and (b) L Brands hereby agrees, and hereby causes the relevant member of the L Brands Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to VS, and VS, on behalf of itself or such VF VS Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the VF VS Liabilities, if any, to and L Brands and VS hereby agree, and hereby cause the extent such VF Liabilities would otherwise remain obligations of any relevant member of the Kontoor VS Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to L Brands, and L Brands, on behalf of itself or such L Brands GroupDesignee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the L Brands Liabilities, if any. (c) To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 as of the Distribution Time for any reason (including as a result of the failure of the parties Parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.042.04 and Section 2.06), the relevant party Party shall use all commercially reasonable efforts to effect transfer such transfer asset or Liability as promptly thereafter as practicable.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Bath & Body Works, Inc.), Separation and Distribution Agreement (Victoria's Secret & Co.), Separation and Distribution Agreement (Victoria's Secret & Co.)

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02(a2.01(a), effective as of the Distribution Time: (ai) VF Madewell hereby agrees, and hereby causes the relevant member of the VF Madewell Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands J.Crew or any member of the Kontoor Brands J.Crew Group as of the Distribution Time designated by Kontoor Brands J.Crew (a “Kontoor Brands J.Crew Designee”) all of the right, title and interest of VF Madewell or such member of the VF Madewell Group in and to all of the Kontoor Brands J.Crew Assets, if any, held by any member of the VF Madewell Group, and VF (ii) Madewell and Kontoor Brands J.Crew hereby agree, and hereby cause the relevant member of the Kontoor Brands J.Crew Group, to assign, contribute, convey, transfer and deliver to VF Madewell or any member of the VF Madewell Group as of the Distribution Time designated by VF Madewell (a “VF Madewell Designee”) all of the right, title and interest of Kontoor Brands J.Crew or such member of the Kontoor Brands J.Crew Group in and to all of the VF Madewell Assets, if any, held by any member of the Kontoor Brands J.Crew Group; and (bi) VF Madewell hereby agrees, and hereby causes the relevant member of the VF Madewell Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor BrandsJ.Crew, and Kontoor BrandsJ.Crew, on behalf of itself or such Kontoor Brands J.Crew Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Kontoor Brands J.Crew Liabilities, if any, to the extent such Kontoor Brands J.Crew Liabilities would otherwise remain obligations of any member of the VF GroupMadewell Group following the Distribution Time, and VF (ii) Madewell and Kontoor Brands J.Crew hereby agree, and hereby cause the relevant member of the Kontoor Brands J.Crew Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to VFXxxxxxxx, and VFXxxxxxxx, on behalf of itself or such VF Madewell Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the VF Madewell Liabilities, if any, to the extent such VF Madewell Liabilities would otherwise remain obligations of any member of the Kontoor Brands GroupJ.Crew Group following the Distribution Time. (c) To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected assigned, contributed, conveyed, transferred, delivered or assumed in accordance with this Section 2.03 2.02 as of the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.042.02), then the relevant party shall use all commercially reasonable efforts promptly (i) assign, contribute, convey, transfer, deliver or assume such asset or Liability in accordance with this Section 2.02 or (ii) cause its Affiliates to effect assign, contribute, convey, transfer, deliver or assume such transfer as promptly thereafter as practicableasset or Liability in accordance with this Section 2.02.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Chinos Holdings, Inc.)

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section pursuant to ‎Section 2.02(a), effective as of the Distribution Time: (a) VF L Brands hereby agrees, and hereby causes the relevant member of the VF Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands or any member of the Kontoor Brands Group as of the Distribution Time designated by Kontoor Brands (a “Kontoor Brands Designee”) all of the right, title and interest of VF or such member of the VF Group in and to all of the Kontoor Brands Assets, if any, held by any member of the VF Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor Brands Group, to assign, contribute, convey, transfer and deliver to VF or any member of the VF Group as of the Distribution Time designated by VF (a “VF Designee”) all of the right, title and interest of Kontoor Brands or such member of the Kontoor Brands Group in and to all of the VF Assets, if any, held by any member of the Kontoor Brands Group; and (b) VF hereby agrees, and hereby causes the relevant member of the VF Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands, and Kontoor Brands, on behalf of itself or such Kontoor Brands Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Kontoor Brands Liabilities, if any, to the extent such Kontoor Brands Liabilities would otherwise remain obligations of any member of the VF Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor L Brands Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to VFVS or any member of the VS Group as of the Distribution Time designated by VS (a “VS Designee”) all of the right, title and interest of L Brands or such member of the L Brands Group in and to all of the VS Assets, if any, held by any member of the L Brands Group, and VFL Brands and VS hereby agree, and hereby cause the relevant member of the VS Group, to assign, contribute, convey, transfer and deliver to L Brands or any member of the L Brands Group as of the Distribution Time designated by L Brands (a “L Brands Designee”) all of the right, title and interest of VS or such member of the VS Group in and to all of the L Brands Assets, if any, held by any member of the VS Group; and (b) L Brands hereby agrees, and hereby causes the relevant member of the L Brands Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to VS, and VS, on behalf of itself or such VF VS Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the VF VS Liabilities, if any, to and L Brands and VS hereby agree, and hereby cause the extent such VF Liabilities would otherwise remain obligations of any relevant member of the Kontoor VS Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to L Brands, and L Brands, on behalf of itself or such L Brands GroupDesignee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the L Brands Liabilities, if any. (c) To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section ‎Section 2.03 as of the Distribution Time for any reason (including as a result of the failure of the parties Parties to identify it as being required to be transferred pursuant to this Section ‎Section 2.03, but subject to Section 2.04‎Section 2.04 and ‎Section 2.06), the relevant party Party shall use all commercially reasonable efforts to effect transfer such transfer asset or Liability as promptly thereafter as practicable.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Victoria's Secret & Co.)

Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02(a)2.02, effective as of and after the Distribution Time: , (a) VF Masco hereby agrees, and hereby causes the relevant member of the VF Masco Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands TopBuild or any member Subsidiary of the Kontoor Brands Group TopBuild as of the Distribution Time designated by Kontoor Brands TopBuild (a “Kontoor Brands TopBuild Designee”) all of the right, title and interest of VF Masco or such member of the VF Masco Group in and to all of the Kontoor Brands Assetsassets, if any, held by any member of the VF Masco Group that relate solely to the TopBuild Business (and not to the Masco Business), and TopBuild, on behalf of itself or such TopBuild Designee, hereby assumes and takes transfer of all Liabilities to the extent associated with such assets, (b) Masco hereby agrees, and hereby causes the relevant member of the Masco Group, to assume any and VF all of the Masco Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the TopBuild Group, (c) Masco and Kontoor Brands TopBuild hereby agree, and hereby cause causes the relevant member of the Kontoor Brands TopBuild Group, to assign, contribute, convey, transfer and deliver to VF Masco or any member Subsidiary of the VF Group Masco as of the Distribution Time designated by VF Masco (a “VF Masco Designee”) all of the right, title and interest of Kontoor Brands TopBuild or such member of the Kontoor Brands TopBuild Group in and to all of the VF Assetsassets, if any, held by any member of the Kontoor Brands Group; and TopBuild Group that relate solely to the Masco Business (band not to the TopBuild Business), and Masco, on behalf of itself or such Masco Designee hereby, assumes and takes transfer of all Liabilities to the extent associated with such assets and (d) VF TopBuild hereby agrees, and hereby causes the relevant member of the VF TopBuild Group, to assign, contribute, convey, transfer assume any and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands, and Kontoor Brands, on behalf of itself or such Kontoor Brands Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Kontoor Brands Liabilities, if any, TopBuild Liabilities to the extent such Kontoor Brands Liabilities would otherwise remain obligations of any member of the VF Masco Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor Brands Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to VF, and VF, on behalf of itself or such VF Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the VF Liabilities, if any, to the extent such VF Liabilities would otherwise remain obligations of any member of the Kontoor Brands Group. (c) . To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 as of the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.04), the relevant party shall use all commercially reasonable efforts to effect such transfer as promptly thereafter as practicable.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Masco Corp /De/)