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.

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.

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.

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 VF▇▇▇▇▇▇▇▇, and VF▇▇▇▇▇▇▇▇, 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.

Transfers of Certain Other Assets and Liabilities. (a) 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 TimeDate: (ai) VF Comcast hereby agreesagrees to, and hereby causes to cause the relevant member of the VF GroupComcast Group to, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands SpinCo or any member of the Kontoor Brands SpinCo Group as of the Distribution Time designated by Kontoor Brands SpinCo (a “Kontoor Brands SpinCo Designee”) all of the right, title and interest of VF Comcast or such member of the VF Comcast Group in and to all of the Kontoor Brands SpinCo Assets, if any, held by any member of the VF Comcast Group, and VF and Kontoor Brands SpinCo hereby agreeagrees to, and hereby to cause the relevant member of the Kontoor Brands GroupSpinCo Group to, to assign, contribute, convey, transfer and deliver to VF Comcast or any member of the VF Comcast Group as of the Distribution Time designated by VF Comcast (a “VF Comcast Designee”) all of the right, title and interest of Kontoor Brands SpinCo or such member of the Kontoor Brands SpinCo Group in in, to and to under all of the VF Comcast Assets, if any, held by any member of the Kontoor Brands SpinCo Group; and (bii) VF Comcast hereby agreesagrees to, and hereby causes to cause the relevant member of the VF GroupComcast Group to, to assign, contribute, convey, transfer transfer, novate, and deliver (or shall have assigned, contributed, conveyed, transferred transferred, novated and delivered) to Kontoor BrandsSpinCo or a SpinCo Designee, and Kontoor BrandsSpinCo, on behalf of itself or such Kontoor Brands SpinCo Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill all of the SpinCo Liabilities, if any, and SpinCo hereby agrees to, and to cause the relevant member of the SpinCo Group to, assign, convey, transfer, novate and deliver (or shall have assigned, conveyed, transferred, novated and delivered) to Comcast or a Comcast Designee, and Comcast, on behalf of itself or such Comcast Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Kontoor Brands Comcast Liabilities, if any. (b) Subject to Section 2.03(c), Section 2.04 and Section 2.06, following the Distribution, to the extent that any asset (other than Entertainment Rights and unregistered Trademarks used exclusively in connection with the item(s) of Content associated with such Kontoor Brands Liabilities would otherwise remain obligations Entertainment Rights) or Liability of any a Group required to be assigned, conveyed, transferred, delivered or novated to a member of the VF other Group, and VF and Kontoor Brands hereby agreeor held, and hereby cause the relevant retained, or assumed by a member of the Kontoor Brands other Group, as applicable, pursuant to assign, contribute, convey, transfer and deliver (the Restructuring Plan or shall have this Section 2.03 was not so assigned, contributed, conveyed, transferred and transferred, delivered) to VF, and VFnovated, on behalf of itself held, retained, or such VF Designeeassumed for any reason whatsoever, hereby accepts, assumes and agrees to perform, discharge and fulfill, all including as a result of the VF LiabilitiesParties failing to properly identify such asset or Liability as an asset or Liability that was required to be assigned, if anyconveyed, transferred, delivered, novated or assumed pursuant to the Restructuring Plan or this Section 2.03 (such asset or Liability, a “Wrong Pocket Item”), then (i) the Party discovering the existence of such Wrong Pocket Item shall, or shall cause its applicable Affiliates to, promptly notify the other Party of the existence of such Wrong Pocket Item and (ii) the Parties shall cause such Wrong Pocket Item to be assigned, conveyed, transferred, delivered, novated or assumed, as applicable, to or by the extent such VF Liabilities would otherwise remain obligations of any applicable Party (or a member of the Kontoor Brands applicable Party’s Group. (c) To for no additional consideration in accordance with the extent any Restructuring Plan or Section 2.03, as applicable, as if such Wrong Pocket Item had been discovered prior to the Distribution and at the expense of the Party seeking such assignment, contribution, conveyance, transfer, delivery delivery, novation or assumption of assumption, as applicable; provided that, with respect to any asset Commercial Data or Liability of either Group as Personal Information that is assigned, conveyed, transferred or delivered by a member of the Distribution Time is not effected in accordance with this Section 2.03 as SpinCo Group to a member 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 Comcast Group pursuant to this Section 2.032.03(b), but subject such member of the SpinCo Group in possession or control of such Commercial Data or Personal Information shall, or shall cause its applicable Affiliates to, following the assignment, contribution, conveyance, transfer or delivery of such Commercial Data or Personal Information pursuant to this Section 2.042.03(b), immediately delete such Commercial Data or Personal Information from its systems and provide written confirmation of such deletion. (c) Notwithstanding anything herein to the contrary, in the event that, within two (2) years following the Distribution Date: (i) SpinCo identifies an item of Content for which it reasonably believes that some or all of the associated Entertainment Rights were misallocated as between the Parties (i.e., SpinCo identifies an item of Content for which some or all of the Entertainment Rights were included in the Comcast Assets that SpinCo reasonably believes should be held by SpinCo based on the Entertainment Rights Ownership Factors), SpinCo may notify Comcast in writing, and, solely if Comcast confirms that it had not previously actively considered the allocation of such Entertainment Right as between the Parties at any time prior to the Distribution Date (i.e., the Entertainment Right in question was previously overlooked, rather than actively considered and allocated prior to the Distribution Date), the relevant party Parties shall use promptly meet and discuss the Entertainment Rights Ownership Factors as they relate to such Content in an attempt to determine the equitable allocation of such Entertainment Rights as between the Parties. As promptly as reasonably practicable following such discussions, Comcast shall, in its sole discretion, determine the allocation of such Entertainment Rights as between the Parties based on its good faith assessment of the Entertainment Rights Ownership Factors as they relate to such Content. Notwithstanding anything herein to the contrary, Comcast’s determination shall be non-appealable and shall be binding upon the Parties (and, for clarity, the dispute resolution and arbitration procedures set forth in Section 6.09 and Section 6.10 shall not apply with respect to such determination). If Comcast determines, in accordance with the foregoing, that any additional Entertainment Rights should be allocated to SpinCo, the Parties shall cause such Entertainment Rights (and any and all commercially reasonable efforts Trademarks owned by Comcast or any of its Subsidiaries and used exclusively in connection with the applicable item of Content associated with such Entertainment Rights) to effect be assigned to SpinCo (or a member of the SpinCo Group) for no additional consideration in accordance with Section 2.03 as if such transfer Entertainment Rights (and Trademarks) had been properly allocated to SpinCo at the Distribution Time and at the expense of SpinCo; or (ii) Comcast determines that there was a manifest error in the allocation, as promptly thereafter between the Parties, to SpinCo of one or more Entertainment Rights associated with an item of Content (based on the Entertainment Rights Ownership Factors as practicablethey relate to such Content), Comcast may notify SpinCo in writing. If, by written notice to Comcast, SpinCo objects to Comcast’s determination regarding some or all of such Entertainment Rights within fifteen (15) Business Days, the matter shall be resolved pursuant to the dispute resolution and arbitration procedures set forth in Section 6.09 and Section 6.10. To the extent that SpinCo does not timely object to Comcast’s determination, or such dispute is resolved in Comcast’s favor, the Parties shall cause such Entertainment Rights (and any and all Trademarks that were initially included in the SpinCo Assets and used exclusively in connection with the applicable item of Content associated with such Entertainment Rights) to be assigned to Comcast (or a member of the Comcast Group) for no additional consideration in accordance with Section 2.03 as if such Entertainment Rights (and Trademarks) had been properly allocated to Comcast at the Distribution Time and at the expense of Comcast.

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.