VF Group definition

VF Group means VF and its Subsidiaries (other than any member of the Kontoor Brands Group) and, where applicable, the VF Former Businesses, including all predecessors and successors to such Persons (excluding, for the avoidance of doubt, all Kontoor Brands Former Businesses).

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VF Group has the meaning set forth in the Separation Agreement.

VF Group has the meaning set forth in the Separation and Distribution Agreement.

Examples of VF Group in a sentence

• Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, email transmission, or mail, to the following addresses: if to VF or the VF Group, to: VF Corporation ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.

• If a portion or all of any Tax Attribute is allocated to a member of a Combined Group pursuant to Section 5, and is carried forward or back to a VF Separate Tax Return, any Tax Benefits arising from such carryforward or carryback shall be retained by the VF Group.

• In addition, from and after the Distribution Time, (i) the Kontoor Brands Group and its representatives shall maintain the confidentiality of the VF Group Privileged Materials and (ii) none of the members of the Kontoor Brands Group or their respective representatives shall access or in any way, directly or indirectly, use or rely upon any VF Group Privileged Materials (whether or not distributed to the VF Group prior to the Distribution Time in accordance with this Section 4.07(e)).

• From and after the Distribution Time, in the event that any member of the Kontoor Brands Group shall possess any VF Group Privileged Materials, such member of the Kontoor Brands Group shall promptly cause such VF Group Privileged Materials to be distributed to the VF Group in accordance with this Section 4.07(e) or destroyed, at the election of Kontoor Brands.

• 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.

• Notwithstanding the foregoing, if any member of the Kontoor Brands Group or any member of the VF Group disputes in good faith the fact or the amount of its obligation under Section 11(a) or Section 11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 hereof; provided, however, that any amount not paid within 30 Business Days of demand therefor shall bear interest as provided in Section 12.

• This Section 4.07(e) shall be irrevocable, and no term of this Section 4.07(e) may be amended, waived or modified, without the prior written consent of the VF Group and Prior Company Counsel.

• VF and Kontoor Brands, as the case may be, each hereby guarantees and agrees to otherwise perform the obligations of each other member of the VF Group or the Kontoor Brands Group, respectively, under this Agreement.

• All Tax Returns that include any member of the VF Group or any member of the Kontoor Brands Group shall be prepared in a manner that is consistent with the Intended Tax Treatment.

More Definitions of VF Group

VF Group means VF Germany and its Affiliates; “VF Group Company” means each member of VF Group; “VF Remaining Group” means VF Group excluding VTG Group and MidCo 1, MidCo 2 and BidCo; “VF Sub-Account 1 VTG-Shares” has the meaning set out in Recital (D) of this Agreement; “VF Sub-Account 2 VTG-Shares” has the meaning set out in Recital (D) of this Agreement; “VF VTG-Shares” has the meaning set out in Recital (D) of this Agreement; “VF Warranty” or “VF Warranties” has the meaning set out in Clause 8; “VTG” means Vantage Towers AG, a listed stock corporation (Aktiengesellschaft) incorpo-rated under the laws of Germany, registered with the commercial register of the local court (Amtsgericht) in Düsseldorf under register number HRB 92244, whose registered office is at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; “VTG Acquisition Shares” means the 47,319,218 VTG-Shares; “VTG Contribution Shares” means the sum of (i) VF Sub-Account 1 VTG-Shares, and (ii) VF Sub-Account 2 VTG Shares less the VTG Sold Shares. “VTG Contribution Shares Purchase Price” means an [***]