Common use of Intercompany Accounts and Arrangements Clause in Contracts

Intercompany Accounts and Arrangements. (a) Seller Parent may take (or cause one or more of its Affiliates to take) such action as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, in such a manner as Seller Parent shall determine in its sole discretion without any further Liability or obligation therefor of any Person. Any intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that are settled after 12:01 a.m. (New York time) on the Closing Date but in connection with the Closing shall be deemed for purposes of this Agreement to have been settled as of 12:01 a.m. (New York time) on the Closing Date, and any intercompany accounts that are in the nature of Funded 153 Indebtedness between a Conveyed Subsidiary (or any of its Subsidiaries), on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that remain outstanding following the Closing shall not be deemed Purchased Assets or Assumed Liabilities for purposes of this Agreement. Except for the Ancillary Agreements or the agreements set forth in Section 6.7 of the Seller Disclosure Letter or as otherwise expressly contemplated by this Agreement, all intercompany arrangements and agreements, that are in the nature of Funded Indebtedness whether written or oral, between Seller Parent or any of the Retained Subsidiaries, on the one hand, and any of the Conveyed Subsidiaries or their Subsidiaries, on the other hand, shall be terminated as of or prior to the Closing Date without any further Liability or obligation thereunder of any Person and shall be of no further force and effect after the Closing.

Intercompany Accounts and Arrangements. (a) Seller Parent may take (or cause one or more of its Affiliates to take) such action as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, in such a manner as Seller Parent shall determine in its sole discretion without any further Liability or obligation therefor of any Person. Any intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that are settled after 12:01 a.m. (New York time) on the Closing Date but in connection with the Closing shall be deemed for purposes of this Agreement to have been settled as of 12:01 a.m. (New York time) on the Closing Date, and any intercompany accounts that are in the nature of Funded 153 Indebtedness between a Conveyed Subsidiary (or any of its Subsidiaries), on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that remain outstanding following the Closing shall not be deemed Purchased Assets or Assumed Liabilities for purposes of this Agreement. Except for the Ancillary Agreements, the Local Purchase Agreements or and the agreements set forth in on Section 6.7 7.10(i) of the Seller Seller’s Disclosure Letter or as otherwise expressly contemplated by this AgreementSchedule, all intercompany arrangements and agreementsContracts providing leasing, that are in the nature of Funded Indebtedness whether written subleasing, licensing or oralsublicensing goods, services, tangible or intangible property or joint activities between Seller Parent ASD or any of the Retained Subsidiaries, on the one hand, and any of the Conveyed Subsidiaries B&K Companies or their Subsidiaries, on the other hand, shall be terminated as of or prior to the Closing Date without any further Liability or obligation thereunder of any Person and shall be of no further force and effect after the Closing. Prior to the Closing, ASD shall use its reasonable efforts to settle (whether in the ordinary course of business or, in the ASD’s discretion, by way of capital contribution, dividend or otherwise) at or prior to the Closing, all intercompany receivables or payables and loans existing and outstanding at any time prior to the Closing between ASD or any of the Retained Subsidiaries, on the one hand, and the B&K Companies or their Subsidiaries, on the other. Notwithstanding the foregoing, all intercompany receivables or payables and loans that are not settled as of the Closing and remain outstanding as of the Closing between ASD or any of the Retained Subsidiaries, on the one hand, and the B&K Companies or their Subsidiaries, on the other hand, shall continue in full force and effect from and after the Closing and shall be paid in accordance with the terms thereof, or, if no such terms are specified, then in accordance with normal commercial practices between unrelated parties. Any such intercompany trade receivables or payables outstanding as of the Closing shall be taken into account in determining Net Working Capital. Any such non-trade intercompany receivables or payables that remain outstanding as of the Closing shall be treated as, respectively, Indebtedness or Cash Equivalents and shall be taken into account in determining the Indebtedness Amount or the Cash Amount. All such intercompany payables or receivables shall be paid as soon as practicable following the Closing.

Intercompany Accounts and Arrangements. (a) Seller Parent may take (or cause one or more of its Affiliates to take) such action as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, in such a manner as Seller Parent shall determine in its sole discretion without any further Liability or obligation therefor of any Person. Any intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that are settled after 12:01 a.m. (New York time) on the Closing Date but in connection with the Closing shall be deemed for purposes of this Agreement to have been settled as of 12:01 a.m. (New York time) on the Closing Date, and any intercompany accounts that are in the nature of Funded 153 Indebtedness between a Conveyed Subsidiary (or any of its Subsidiaries), on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that remain outstanding following the Closing shall not be deemed Purchased Assets or Assumed Liabilities for purposes of this Agreement. Except for the Ancillary Related Agreements, Local Asset Transfer Agreements, Local Purchase Agreements or the agreements set forth in on Section 6.7 5.5 of the Seller Seller’s Disclosure Letter or as otherwise expressly contemplated by this AgreementSchedule hereto, all intercompany arrangements and agreements, that are in the nature of Funded Indebtedness whether written or oral, between Seller Parent DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Conveyed Transferred DPC Companies or their Subsidiaries or their Subsidiariesthe Joint Ventures, on the other hand, shall be terminated as of or prior to the Closing Date without any further Liability or obligation thereunder of any Person and shall be of no further force and effect after the ClosingEffective Time (or, to the extent that any equity interests in a Transferred DPC Company, Subsidiary of a Transferred DPC Company or Joint Venture are not transferred to Buyer at the Closing pursuant to Section 5.18 or Section 5.19, such later date on which all such equity interests are transferred to Buyer). Except as contemplated by the Pre-Closing Restructuring Transactions, prior to the Effective Time, DuPont shall cause each of its Subsidiaries (including without limitation any of the Transferred DPC Companies or their respective Subsidiaries), and shall use reasonable best efforts to cause the Joint Ventures and their respective Subsidiaries (to the extent of DuPont’s or its Subsidiary’s control of such Joint Venture or Subsidiary of a Joint Venture and subject to any fiduciary obligations of DuPont or any of its Subsidiaries with respect to such Joint Venture or Subsidiary thereof), to pay in full or otherwise cancel (to the extent the cancellation of such intercompany account does not have any material adverse Tax consequence on Buyer or its Subsidiaries in which event such intercompany account shall be paid in full) all outstanding intercompany accounts, whether payables or receivables, between DuPont or any of its Subsidiaries (including the Retained Subsidiaries), on the one hand, and any of the Transferred DPC Companies or their Subsidiaries or the Joint Ventures or their Subsidiaries, on the other hand.

Intercompany Accounts and Arrangements. (a) Seller Parent may take (or cause one or more of its Affiliates to take) such action as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, in such a manner as Seller Parent shall determine in its sole discretion without any further Liability or obligation therefor of any Person. Any intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that are settled after 12:01 a.m. (New York time) on the Closing Date but in connection with the Closing shall be deemed for purposes of this Agreement to have been settled as of 12:01 a.m. (New York time) on the Closing Date, and any intercompany accounts that are in the nature of Funded 153 Indebtedness between a Conveyed Subsidiary (or any of its Subsidiaries), on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that remain outstanding following the Closing shall not be deemed Purchased Assets or Assumed Liabilities for purposes of this Agreement. Except for the Ancillary Transition Services Agreement, Local Purchase Agreements and the other Transaction Documents, intercompany accounts not settled or cancelled as of the Closing pursuant to Section 5.5(e) or the agreements set forth in on Section 6.7 5.5(a) of the Seller Seller’s Disclosure Letter or as otherwise expressly contemplated by this Agreementhereto, all intercompany arrangements and agreements, that are in the nature of Funded Indebtedness whether written or oral, providing, leasing or licensing goods, services, tangible or intangible properties or joint activities between Seller Parent or any of the Retained Subsidiaries, on the one hand, and any of the Conveyed Subsidiaries Transferred FH Companies or their Closing Subsidiaries, on the other hand, shall be terminated as of or prior to the Closing Date without any further Liability or obligation thereunder of any Person and shall be of no further force and effect after effective as of the Closing (or, to the extent that any equity interests in a Transferred FH Company or Closing Subsidiary of a Transferred FH Company are not transferred to Buyer at the Closing pursuant to Section 5.16 or Section 5.17, such later date on which all such equity interests are transferred to Buyer). (b) Except to the extent provided to the contrary in Section 5.5(a), effective as of the Closing., Buyer, on behalf of itself and its Affiliates, including the Transferred FH Companies and their Closing Subsidiaries, effective as of the Closing, hereby releases Seller and each of the Retained Subsidiaries (and their respective officers, directors and employees, acting in their capacity as such) from any Liability, obligation or responsibility to any of them for any and all past actions or failures to take action prior to the Closing, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of Contracts with Seller or a Subsidiary thereof or the operation or conduct of any businesses, Assets (including activities performed thereat) or operations managed or operated by, or operationally related to, directly or indirectly, to the FH Business or the Excluded Businesses, except for any obligation pursuant to the provisions of the Transaction Documents. (c) Except to the extent provided to the contrary in Section 5.5(a), effective as of the Closing, Seller, on behalf of itself and its Affiliates, including each of the Retained Subsidiaries, effective as of the Closing, hereby releases the Transferred FH Companies and their Closing Subsidiaries (and their respective officers, directors and employees, acting in their capacity as such) from any Liability, obligation or responsibility to any of them for any and all past actions or failures to take action prior to the Closing, including any actions which may be deemed to have been negligent or grossly negligent, except for any obligation pursuant to the provisions of the Transaction Documents. (d) Notwithstanding anything contained in this Agreement to the contrary, Seller its Subsidiaries and the Transferred FH Companies and their Closing Subsidiaries shall be permitted to maintain through the Closing Date their respective cash management systems, and periodically settle intercompany balances with respect to intercompany borrowings consistent with past practices (including through dividends and capital contributions). Seller and its Subsidiaries (other than the Transferred FH Companies and their Closing Subsidiaries) shall have the right to withdraw all Cash Equivalents of the Transferred FH Companies and their Closing Subsidiaries prior to the Closing. (e) Without limiting anything set forth in this Section 5.5, of Seller’s Disclosure Letter, Seller shall use commercially reasonable efforts to settle all outstanding intercompany accounts, whether payables or receivables, between Seller or any of the Retained Subsidiaries, on the one hand, and any of the Transferred FH Companies or their Closing Subsidiaries, on the other hand, with effect as of the Closing Date (it being understood that the settlement or cancellation of such amounts shall not in any way affect the Transition Services Agreement or any amounts which may be payable pursuant to the Transition Services Agreement); provided, however, that if any such intercompany accounts are not settled or cancelled as of the Closing, Seller and Buyer shall use commercially reasonable efforts to cooperate to settle or cancel such intercompany accounts as promptly as practicable following the Closing without liability to Buyer (which liability shall be calculated net of any Cash Equivalents of the Transferred FH Companies and their Closing Subsidiaries as of the Closing that would otherwise constitute Excluded Assets, which Cash Equivalents shall not constitute Excluded Assets or constitute Later Discovered Assets to the extent used by Buyer to satisfy such intercompany accounts). 35 Section 5.6

Intercompany Accounts and Arrangements. (a) Seller Parent may take (or cause one or more of its Affiliates to take) such action as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, in such a manner as Seller Parent shall determine in its sole discretion without any further Liability or obligation therefor of any Person. Any intercompany accounts that are in the nature of Funded Indebtedness between a Conveyed Subsidiary or any Subsidiary thereof, on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that are settled after 12:01 a.m. (New York time) on the Closing Date but in connection with the Closing shall be deemed for purposes of this Agreement to have been settled as of 12:01 a.m. (New York time) on the Closing Date, and any intercompany accounts that are in the nature of Funded 153 Indebtedness between a Conveyed Subsidiary (or any of its Subsidiaries), on the one hand, and Seller Parent or any of the Retained Subsidiaries, on the other hand, that remain outstanding following the Closing shall not be deemed Purchased Assets or Assumed Liabilities for purposes of this Agreement. Except for the Ancillary Related Agreements, Local Asset Transfer Agreements, Local Purchase Agreements or the agreements set forth in on Section 6.7 5.5 of the Seller Seller's Disclosure Letter or as otherwise expressly contemplated by this AgreementSchedule hereto, all intercompany arrangements and agreements, that are in the nature of Funded Indebtedness whether written or oral, between Seller Parent DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Conveyed Transferred DPC Companies or their Subsidiaries or their Subsidiariesthe Joint Ventures, on the other hand, shall be terminated as of or prior to the Closing Date without any further Liability or obligation thereunder of any Person and shall be of no further force and effect after the ClosingEffective Time (or, to the extent that any equity interests in a Transferred DPC Company, Subsidiary of a Transferred DPC Company or Joint Venture are not transferred to Buyer at the Closing pursuant to Section 5.18 or Section 5.19, such later date on which all such equity interests are transferred to Buyer). Except as contemplated by the Pre-Closing Restructuring Transactions, prior to the Effective Time, DuPont shall cause each of its Subsidiaries (including without limitation any of the Transferred DPC Companies or their respective Subsidiaries), and shall use reasonable best efforts to cause the Joint Ventures and their respective Subsidiaries (to the extent of DuPont's or its Subsidiary's control of such Joint Venture or Subsidiary of a Joint Venture and subject to any fiduciary obligations of DuPont or any of its Subsidiaries with respect to such Joint Venture or Subsidiary thereof), to pay in full or otherwise cancel (to the extent the cancellation of such intercompany account does not have any material adverse Tax consequence on Buyer or its Subsidiaries in which event such intercompany account shall be paid in full) all outstanding intercompany accounts, whether payables or receivables, between DuPont or any of its Subsidiaries (including the Retained Subsidiaries), on the one hand, and any of the Transferred DPC Companies or their Subsidiaries or the Joint Ventures or their Subsidiaries, on the other hand.