Common use of Mail and Other Communications; Accounts Clause in Contracts

Mail and Other Communications; Accounts. (a) After the Closing Date, each of Parent, the Sellers, and their respective Subsidiaries and Buyer and its Subsidiaries (including the IPG Entities) may receive mail, packages and other communications (including electronic communications) properly belonging to the other Party (or the other Party’s Subsidiaries). Accordingly, at all times after the Closing Date, each of Parent, the Seller and Buyer authorizes the other and their respective Subsidiaries to receive and open all mail, packages and other communications received by it and not unambiguously intended for the other Party (or its Subsidiaries) or any of the other Party’s (or its Subsidiaries’) officers or directors, and to retain the same to the extent that they relate to the Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)) or the Retained Businesses (in the case of receipt by Parent, the Sellers and their respective Subsidiaries), or to the extent that they do not relate to the Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)) or the Retained Businesses (in the case of receipt by Parent, the Sellers and their respective Subsidiaries), the receiving party shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications (or, in case the same relate to both the Business and the Retained Businesses and that is not a payment or reimbursement, which is addressed in Sections 5.20(b) and 5.20(c), copies thereof) to the other party. The provisions of this Section 5.20 are not intended to, and shall not be deemed to, constitute an authorization by any of Parent, the Sellers or Buyer to permit the other to accept service of process on its behalf and neither Party is or shall be deemed to be the agent of the other for service of process purposes.

Mail and Other Communications; Accounts. (a) After the Closing Date, each of Parent, the Sellers, Seller and their respective its Subsidiaries and Buyer and its Subsidiaries (including the IPG Entities) may receive mail, packages and other communications (including electronic communications) properly belonging to the other Party (or the other Partyother’s Subsidiaries). Accordingly, at all times after the Closing Date, each of Parent, the Seller and Buyer authorizes the other and their respective Subsidiaries to receive and open all mail, packages and other communications received by it and not unambiguously intended for the other Party party (or its Subsidiaries) or any of the other Partyparty’s (or its Subsidiaries’) officers or directors, and to retain the same to the extent that they relate to the FH Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers Seller and their respective its Subsidiaries), or to the extent that they do not relate to the FH Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers Seller and their respective its Subsidiaries), the receiving party shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications (or, in case the same relate to both the FH Business and the Retained Businesses and that is not a payment or reimbursement, which is addressed in Sections 5.20(b) and 5.20(c)Excluded Businesses, copies thereof) to the other party. The provisions of this Section 5.20 5.14 are not intended to, and shall not be deemed to, constitute an authorization by any of Parent, the Sellers either Seller or Buyer to permit the other to accept service of process on its behalf and neither Party party is or shall be deemed to be the agent of the other for service of process purposes.

Mail and Other Communications; Accounts. (a) After the Closing Date, each of Parent, the Sellers, SEE and their respective its Subsidiaries and Buyer and its Subsidiaries (including the IPG Entities) may receive mail, packages and packages, or other communications (including electronic communications) properly belonging to the other Party (or the other Partyother’s Subsidiaries). Accordingly, at all times after the Closing Date, and subject to Section 5.11, each of Parent, the Seller SEE and Buyer authorizes the other and their respective Subsidiaries to receive and open all mail, packages packages, and other communications received by it and not unambiguously intended for the other Party party (or its Subsidiaries) or any of the other Partyparty’s (or its Subsidiaries’) officers or directors, and to retain the same to the extent that they relate to the Diversey Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers SEE and their respective its Subsidiaries), or to the extent that they do not relate to the Diversey Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers SEE and their respective its Subsidiaries), the receiving party shall promptly after becoming aware thereof refer, forward forward, or otherwise deliver such mail, packages packages, or other communications (or, in case the same relate to both the Diversey Business and the Retained Businesses and that is not a payment or reimbursement, which is addressed in Sections 5.20(b) and 5.20(c)Excluded Businesses, copies thereof) to the other party. The provisions of this Section 5.20 5.14 are not intended to, and shall not be deemed to, constitute an authorization by any of Parent, the Sellers either SEE or Buyer to permit the other to accept service of process on its behalf behalf, and neither Party party is or shall be deemed to be the agent of the other for purposes of the service of process purposesprocess.

Mail and Other Communications; Accounts. (a) After the Closing Date, each of Parent, the Sellers, DuPont and their respective its Subsidiaries and Buyer and its Subsidiaries (including the IPG Entities) may receive mail, packages and other communications (including electronic communications) properly belonging to the other Party (or the other Party’s other's Subsidiaries). Accordingly, at all times after the Closing Date, each of Parent, the Seller DuPont and Buyer authorizes the other and their respective Subsidiaries to receive and open all mail, packages and other communications received by it and not unambiguously intended for the other Party party (or its Subsidiaries) or any of the other Party’s party's (or its Subsidiaries’') officers or directors, and to retain the same to the extent that they relate to the DPC Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers DuPont and their respective its Subsidiaries), or to the extent that they do not relate to the DPC Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers DuPont and their respective its Subsidiaries), the receiving party shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications (or, in case the same relate to both the DPC Business and the Retained Businesses and that is not a payment or reimbursement, which is addressed in Sections 5.20(b) and 5.20(c)Excluded Businesses, copies thereof) to the other party. The provisions of this Section 5.20 5.14 are not intended to, and shall not be deemed to, constitute an authorization by any of Parent, the Sellers either DuPont or Buyer to permit the other to accept service of process on its behalf and neither Party party is or shall be deemed to be the agent of the other for service of process purposes.

Mail and Other Communications; Accounts. (a) After the Closing Date, each of Parent, the Sellers, APD and their respective its Subsidiaries and Buyer and its Subsidiaries (including the IPG Entities) may receive mail, packages and other communications (including electronic communications) properly belonging to the other Party (or the other Partyother’s Subsidiaries). Accordingly, at all times after the Closing Date, each of Parent, the Seller APD and Buyer authorizes the other and their respective Subsidiaries to receive and open all mail, packages and other communications received by it and not unambiguously intended for the other Party party (or its Subsidiaries) or any of the other Partyparty’s (or its Subsidiaries’) officers or directors, and to retain the same to the extent that they relate to the PMD Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers APD and their respective its Subsidiaries), or to the extent that they do not relate to the PMD Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers APD and their respective its Subsidiaries), the receiving party shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications (or, in case the same relate to both the PMD Business and the Retained Businesses and that is not a payment or reimbursement, which is addressed in Sections 5.20(b) and 5.20(c)Excluded Businesses, copies thereof) to the other party. The provisions of this Section 5.20 5.22 are not intended to, and shall not be deemed to, constitute an authorization by any of Parent, the Sellers either APD or Buyer to permit the other to accept service of process on its behalf and neither Party party is or shall be deemed to be the agent of the other for service of process purposes.

Mail and Other Communications; Accounts. (a) After the Closing Date, each of Parent, the Sellers, DuPont and their respective its Subsidiaries and Buyer and its Subsidiaries (including the IPG Entities) may receive mail, packages and other communications (including electronic communications) properly belonging to the other Party (or the other Partyother’s Subsidiaries). Accordingly, at all times after the Closing Date, each of Parent, the Seller DuPont and Buyer authorizes the other and their respective Subsidiaries to receive and open all mail, packages and other communications received by it and not unambiguously intended for the other Party party (or its Subsidiaries) or any of the other Partyparty’s (or its Subsidiaries’) officers or directors, and to retain the same to the extent that they relate to the DPC Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers DuPont and their respective its Subsidiaries), or to the extent that they do not relate to the DPC Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers DuPont and their respective its Subsidiaries), the receiving party shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications (or, in case the same relate to both the DPC Business and the Retained Businesses and that is not a payment or reimbursement, which is addressed in Sections 5.20(b) and 5.20(c)Excluded Businesses, copies thereof) to the other party. The provisions of this Section 5.20 5.14 are not intended to, and shall not be deemed to, constitute an authorization by any of Parent, the Sellers either DuPont or Buyer to permit the other to accept service of process on its behalf and neither Party party is or shall be deemed to be the agent of the other for service of process purposes.

Mail and Other Communications; Accounts. (a) After the Closing Date, each of Parent, the Sellers, Seller and their respective its Subsidiaries and Buyer and its Subsidiaries (including the IPG Entities) may receive mail, packages and other communications (including electronic communications) properly belonging to the other Party (or the other Partyother’s Subsidiaries). Accordingly, at all times after the Closing Date, each of Parent, the Seller and Buyer authorizes the other and their respective Subsidiaries to receive and open all mail, packages and other communications received by it and not unambiguously intended for the other Party party (or its Subsidiaries) or any of the other Partyparty’s (or its Subsidiaries’) officers or directors, and to retain the same to the extent that they relate to the FH Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers Seller and their respective its Subsidiaries), or to the extent that they do not relate to the FH Business (in the case of receipt by Buyer and its Subsidiaries (including the IPG Entities)Subsidiaries) or the Retained Excluded Businesses (in the case of receipt by Parent, the Sellers Seller and their respective its Subsidiaries), the receiving party shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications (or, in case the same relate to both the FH Business and the Retained Businesses and that is not a payment or reimbursement, which is addressed in Sections 5.20(b) and 5.20(c)Excluded Businesses, copies thereof) to the other party. The provisions of this Section 5.20 5.14 are not intended to, and shall not be deemed to, constitute an authorization by any of Parent, the Sellers either Seller or Buyer to permit the other to accept service of process on its behalf and neither Party party is or shall be deemed to be the agent of the other for service of process purposes.. (b) All payments and reimbursements received by Seller or its Subsidiaries in connection with or arising out of the FH Business, the FH Assets, the Acquired FH Assets or the Assumed Liabilities after the Closing shall be held by such Person in trust for the benefit of Buyer and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Buyer the amount of such payment or reimbursement, without right of set off. 42 (c) All payments and reimbursements received by Buyer or its Subsidiaries in connection with or arising out of the Excluded Assets, Retained Liabilities or Excluded Businesses, after the Closing shall be held by such Person in trust for the benefit of Seller and, immediately upon receipt by such Person of any such payment or reimbursement such person shall pay over to Seller the amount of such payment or reimbursement without right of set off. Section 5.15 Transfer of Excluded Assets; Restructuring. Seller shall use reasonable best efforts to effect the restructuring transactions set forth on Section 5.15 of the Seller’s Disclosure Letter (as may be amended pursuant to this sentence, the “Pre-Closing Restructuring Transactions”) on or before the Closing Date; provided, however, that following the date hereof, but subject to Seller’s indemnification obligations in Section 9.4, Seller shall be permitted to amend Section 5.15 of the Seller’s Disclosure Letter to the extent the effect of such amendments would not in any material respect adversely affect the operations of the FH Business or otherwise adversely affect in any material respect Buyer or its Affiliates. Notwithstanding anything to the contrary herein, Seller shall take (or cause one or more of its Affiliates to take) such action as is reasonably necessary or advisable to transfer effective as of, or prior to, the Closing Date the Excluded Assets or the Retained Liabilities from the Transferred FH Companies or any of their Closing Subsidiaries to Seller or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller in its sole discretion. After the Closing Date, Buyer and its Subsidiaries (including the Transferred FH Companies and their Closing Subsidiaries) shall use commercially reasonable efforts to take all actions (or shall cause their Affiliates to take all actions) reasonably requested by Seller to effect the provisions of this Section 5.15, including the transfer of any Excluded Assets to Seller or one or more of its designees for no additional consideration; provided, however, that Seller shall reimburse Buyer for all reasonable third-party costs associated with any such actions. Section 5.16