Kontoor Brands definition
Examples of Kontoor Brands in a sentence
Notwithstanding any provision of this Agreement to the contrary, the Board of Directors of VF may, in its sole discretion and without the approval of Kontoor Brands or any other Person, at any time prior to the Distribution terminate this Agreement and/or abandon the Distribution, whether or not it has theretofore approved this Agreement and/or the Distribution.
VF and Kontoor Brands shall take (or shall have taken) all such actions as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States and shall use commercially reasonable efforts to comply with all applicable foreign securities laws in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.
Any liability for Distribution Taxes and Tax-Related Losses resulting from a Kontoor Brands Disqualifying Action shall be allocated in a manner consistent with Section 11(a)(iii).
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).
VF and Kontoor Brands shall promptly advise each other with respect to any proposed Tax adjustments that are the subject of an audit or investigation, or are the subject of any proceeding or litigation, and that may affect any Tax liability or any Tax Attribute (including, but not limited to, basis in an asset or the amount of earnings and profits) of any member of the Kontoor Brands Group or any member of the VF Group, respectively.
VF and Kontoor Brands desire to set forth their agreement on the rights and obligations of VF, Kontoor Brands and the members of the VF Group and the Kontoor Brands Group respectively, with respect to (a) the administration and allocation of federal, state, local and foreign Taxes incurred in Taxable periods beginning prior to the Distribution Date, (b) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (c) various other Tax matters.
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.
Subject to Section 6(c), Kontoor Brands shall submit a written request to VF in order to seek VF’s consent with respect to any of the actions described in this Section 6(b).
The costs and expenses of the Option Appraiser shall be borne equally by VF, on the one hand, and Kontoor Brands, on the other hand.
VF shall maintain all necessary information for Kontoor Brands (or any of its Affiliates) to file any Tax Return that Kontoor Brands is required or permitted to file under this Section 4, and shall provide Kontoor Brands with all such necessary information in accordance with the Kontoor Brands Group’s past practice.