Common use of Restructuring Agreements Clause in Contracts

Restructuring Agreements. The transfers of the various entities and the contribution, assignment, transfer, conveyance and delivery of the assets and the acceptance and assumption of the Liabilities contemplated by Section 2.03 and the Restructuring Plan will be effected, in certain cases, pursuant to one or more asset transfer agreements, share transfer agreements, business transfer agreements, certificates of demerger and merger and other agreements and instruments (the “Restructuring Agreements”); provided that, in each case, it is intended that the Restructuring Agreements shall serve purely to effect (x) the legal transfer of the Kontoor Brands Assets or VF Assets to the Kontoor Brands Group or the VF Group, as applicable, in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03 and (y) the acceptance and assumption of the Kontoor Brands Liabilities or the VF Liabilities by a member of the Kontoor Brands Group or the VF Group, as applicable, in each case, in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03. In the event of any conflict between any Restructuring Agreement and this Agreement, the terms of such Restructuring Agreement shall control solely with respect to any applicable purchase price adjustment or cash adjustment set forth in any such Restructuring Agreement and this Agreement shall control in all other respects; provided that, notwithstanding anything in any Restructuring Agreement to the contrary, in the event any Restructuring Agreement provides for a purchase price adjustment or cash adjustment, whether based upon a calculation of fair market value or otherwise, or any similar adjustment provision, any purchase price adjustment or cash adjustment determination under such Restructuring Agreement, including as to the amount, if any, of any such adjustment, shall be determined by VF in its sole discretion. Notwithstanding anything in any Restructuring Agreement to the contrary, neither VF nor any member of the VF Group, on the one hand, nor Kontoor Brands nor any member of the Kontoor Brands Group, on the other hand, shall commence, bring or otherwise initiate any Action under any Restructuring Agreement.