Common use of Intercompany Accounts and Arrangements Clause in Contracts

Intercompany Accounts and Arrangements. (a) Except as expressly modified by a Related Agreement and except for the agreements set forth on Schedule 5.5 hereto, all intercompany arrangements and agreements, whether written or oral, providing goods, services or joint activities between DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business Companies, on the other hand, shall be terminated and of no further force and effect after the Closing. Effective upon the Closing, all outstanding intercompany accounts, whether payables or receivables, between DuPont or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business Companies, on the other hand, shall be cancelled and of no further force and effect (it being understood that such cancellation shall not in any way affect the Related Agreements or any amounts which may be payable pursuant to the Related Agreements). (b) Except to the extent provided to the contrary in Section 5.5(a), effective as of the Closing: (i) Buyer, on behalf of the Transferred Business Companies, hereby releases DuPont 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 Closing, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of Contracts with DuPont 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 Transferred Business or the Retained Business, except for any Liability, obligation or responsibility for any action or failure to take action in accordance with the provisions of this Agreement or for any fraudulent act or willful or intentional misconduct in the operation or conduct of Transferred Business prior to the Closing Date; and (ii) DuPont, for itself and on behalf of its Subsidiaries other than the Transferred Business Companies, hereby releases the Transferred Business Companies (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 Closing, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of Contracts with DuPont 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, the Transferred Business or the Retained Business, except for any Liability, obligation or responsibility for any fraudulent act or willful or intentional misconduct in the operation or conduct of the Transferred Business or the Retained Business prior to the Closing Date. (c) Nothing set forth in this Section 5.5 shall limit or otherwise affect any party's rights or obligations pursuant to, or contemplated by, this Agreement and the Related Agreements, including any obligations relating to indemnification and the assumption of Liabilities.

Intercompany Accounts and Arrangements. a. Seller Parent may take (aor cause one or more of its Affiliates to take) such action, in compliance with all applicable Laws, as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts. Except as expressly modified by a Related Agreement and except for the agreements set forth on Schedule 5.5 heretoAncillary Agreements, all intercompany arrangements and agreements, whether written or oral, providing goods, services or joint activities between DuPont any Seller or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business CompaniesConveyed Subsidiaries or their Subsidiaries, on the other hand, shall be terminated and of no further force and effect after the Closing. . b. Effective upon as of the Closing, all outstanding intercompany accountsSeller Parent, whether payables on behalf of itself and its Affiliates, hereby releases Purchaser and each of its Subsidiaries (including the Conveyed Subsidiaries and each Subsidiary thereof) and Affiliates (and their respective officers, directors and employees, acting in their capacities as such) from any Liability, obligation or receivables, between DuPont 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, sales orders, purchase orders, instruments and other commitments, obligations and arrangements with Seller Parent, any Conveyed Subsidiary 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 Business or the Retained SubsidiariesBusinesses, except for (i) any obligation pursuant to the provisions of this Agreement or the Ancillary Agreements and (ii) any agreements or arrangements of a commercial nature entered into by and between the Purchaser and any of its Affiliates, on the one hand, and Seller Parent and any of the Transferred Business Companiesits Affiliates, on the other hand, shall be cancelled and of no further force and effect (it being understood that such cancellation shall not in any way affect connection with the Related Agreements or any amounts which may be payable pursuant to the Related Agreements). (b) transactions contemplated hereby. Except to the extent provided to the contrary in Section 5.5(a6.9(a), effective as of the Closing: (i) Buyer, Purchaser, on behalf of itself and its Affiliates (including the Transferred Business CompaniesConveyed Subsidiaries and each Subsidiary thereof), hereby releases DuPont Seller Parent and each of the Retained Subsidiaries its Affiliates (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 Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements with DuPont Seller Parent or a Subsidiary thereof or the operation or conduct of any businesses, Assets assets (including activities performed thereat) or operations managed or operated by, or operationally related to, directly or indirectly, to the Transferred Business or the Retained BusinessBusinesses, or relating to or arising out of Seller Parent’s or its Affiliate’s ownership of the Shares or any indebtedness of any Conveyed Subsidiary (or any Subsidiary thereof) held by Seller Parent or its Affiliates, except for (i) any Liability, obligation or responsibility for any action or failure pursuant to take action in accordance with the provisions of this Agreement or for any fraudulent act or willful or intentional misconduct in the operation or conduct of Transferred Business prior to the Closing Date; Ancillary Agreements and (ii) DuPont, for itself any agreements or arrangements of a commercial nature entered into by and on behalf between the Purchaser and any of its Subsidiaries other than Affiliates, on the Transferred Business Companiesone hand, hereby releases the Transferred Business Companies (and their respective officers, directors Seller Parent 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 Closingits Affiliates, including any actions which may be deemed to have been negligent or grossly negligenton the other hand, relating to or arising out of Contracts not in connection with DuPont 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, the Transferred Business or the Retained Business, except for any Liability, obligation or responsibility for any fraudulent act or willful or intentional misconduct in the operation or conduct of the Transferred Business or the Retained Business prior to the Closing Datetransactions contemplated hereby. (c) Nothing set forth in this Section 5.5 shall limit or otherwise affect any party's rights or obligations pursuant to, or contemplated by, this Agreement and the Related Agreements, including any obligations relating to indemnification and the assumption of Liabilities.

Intercompany Accounts and Arrangements. (a) Except as expressly modified by a Related Agreement and except for this Agreement, the agreements arrangements set forth on Schedule 5.5 hereto‎9.12 and the Transaction Documents, effective as of the Closing, all intercompany arrangements and agreementsContracts, whether written or oral, providing goods, services or joint activities between DuPont or any of the Retained SubsidiariesCompany, on the one hand, and Seller or any of the Transferred Business Companiesits Affiliates, on the other hand, shall be terminated and be of no further force and or effect after the ClosingClosing Date. Effective upon Except as set forth on Schedule ‎9.12, prior to the Closing, the Company and Seller shall (and shall cause their Affiliates to) settle or otherwise eliminate all outstanding intercompany accounts, whether payables or receivables, between DuPont or balances (other than any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business Companies, on the other hand, shall be cancelled and of no further force and effect (it being understood that such cancellation shall not in any way affect the Related Agreements or any amounts which may be payable pursuant intercompany balance relating to the Related Agreementsintercompany agreements set forth on Schedule ‎9.12) in such manner and on such terms as the Company and Seller may determine (including settlement or elimination thereof for no consideration or for consideration less than the outstanding balance of such intercompany balances). (b) Except to the extent provided to the contrary in Section 5.5(a)this Agreement or the Transaction Documents, effective as of the Closing: (i) Buyer, Seller, on behalf of the Transferred Business Companiesitself and its Affiliates, hereby releases DuPont and each of the Retained Subsidiaries (and their respective officers, directors and employees, acting in their capacity as such) Company from any Liability, obligation or responsibility Liability to any the extent arising out of them for any and all past actions or failures to take action action, in each case occurring 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 DuPont or a Subsidiary thereof the Company or the operation or conduct of any businessesbusiness, Assets assets (including activities performed thereat) or operations managed or operated by, or operationally related torelated, directly or indirectly, to the Transferred Business or the Retained Business, except for any Liability, obligation or responsibility for any action or failure pursuant to take action in accordance with the provisions of this Agreement or for any fraudulent act or willful or intentional misconduct in the operation or conduct of Transferred Business prior to the Closing Date; and (ii) DuPont, for itself and on behalf of its Subsidiaries other than the Transferred Business Companies, hereby releases the Transferred Business Companies (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 Closing, including any actions which may be deemed to have been negligent or grossly negligent, relating to or arising out of Contracts with DuPont 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, the Transferred Business or the Retained Business, except for any Liability, obligation or responsibility for any fraudulent act or willful or intentional misconduct in the operation or conduct of the Transferred Business or the Retained Business prior to the Closing DateTransaction Documents. (c) Nothing set forth in this Section 5.5 shall limit or otherwise affect any party's rights or obligations pursuant to, or contemplated by, this Agreement and the Related Agreements, including any obligations relating to indemnification and the assumption of Liabilities.

Intercompany Accounts and Arrangements. (a) Seller Parent may take (or cause one or more of its Affiliates to take) such action, in compliance with all applicable Laws, as is necessary or advisable to settle, effective as of, or prior to, the Closing Date, all intercompany accounts. Except as expressly modified by a Related Agreement and except for the agreements set forth on Schedule 5.5 heretoAncillary Agreements, all intercompany arrangements and agreements, whether written or oral, providing goods, services or joint activities between DuPont any Seller or any of the Retained Subsidiaries, on the one hand, and any of the Transferred Business CompaniesConveyed Subsidiaries or their Subsidiaries, on the other hand, shall be terminated and of no further force and effect after the Closing. . (b) Effective upon as of the Closing, all outstanding intercompany accountsSeller Parent, whether payables on behalf of itself and its Affiliates, hereby releases Purchaser and each of its Subsidiaries (including the Conveyed Subsidiaries and each Subsidiary thereof) and Affiliates (and their respective officers, directors and employees, acting in their capacities as such) from any Liability, obligation or receivables, between DuPont 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, sales orders, purchase orders, instruments and other commitments, obligations and arrangements with Seller Parent, any Conveyed Subsidiary 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 Business or the Retained SubsidiariesBusinesses, except for (i) any obligation pursuant to the provisions of this Agreement or the Ancillary Agreements and (ii) any agreements or arrangements of a commercial nature entered into by and between the Purchaser and any of its Affiliates, on the one hand, and Seller Parent and any of the Transferred Business Companiesits Affiliates, on the other hand, shall be cancelled and of no further force and effect (it being understood that such cancellation shall not in any way affect connection with the Related Agreements or any amounts which may be payable pursuant to the Related Agreements). (b) transactions contemplated hereby. Except to the extent provided to the contrary in Section 5.5(a6.9(a), effective as of the Closing: (i) Buyer, Purchaser, on behalf of itself and its Affiliates (including the Transferred Business CompaniesConveyed Subsidiaries and each Subsidiary thereof), hereby releases DuPont Seller Parent and each of the Retained Subsidiaries its Affiliates (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 Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements with DuPont Seller Parent or a Subsidiary thereof or the operation or conduct of any businesses, Assets assets (including activities performed thereat) or operations managed or operated by, or operationally related to, directly or indirectly, to the Transferred Business or the Retained BusinessBusinesses, or relating to or arising out of Seller Parent’s or its Affiliate’s ownership of the Shares or any indebtedness of any Conveyed Subsidiary (or any Subsidiary thereof) held by Seller Parent or its Affiliates, except for (i) any Liability, obligation or responsibility for any action or failure pursuant to take action in accordance with the provisions of this Agreement or for any fraudulent act or willful or intentional misconduct in the operation or conduct of Transferred Business prior to the Closing Date; Ancillary Agreements and (ii) DuPont, for itself any agreements or arrangements of a commercial nature entered into by and on behalf between the Purchaser and any of its Subsidiaries other than Affiliates, on the Transferred Business Companiesone hand, hereby releases the Transferred Business Companies (and their respective officers, directors Seller Parent 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 Closingits Affiliates, including any actions which may be deemed to have been negligent or grossly negligenton the other hand, relating to or arising out of Contracts not in connection with DuPont 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, the Transferred Business or the Retained Business, except for any Liability, obligation or responsibility for any fraudulent act or willful or intentional misconduct in the operation or conduct of the Transferred Business or the Retained Business prior to the Closing Datetransactions contemplated hereby. (c) Nothing set forth in this Section 5.5 shall limit or otherwise affect any party's rights or obligations pursuant to, or contemplated by, this Agreement and the Related Agreements, including any obligations relating to indemnification and the assumption of Liabilities.