Common use of Intercompany Accounts and Arrangements Clause in Contracts

Intercompany Accounts and Arrangements. Prior to the Closing, TDCC shall take (or cause one or more of its Affiliates or AgroFresh to take) such actions required to settle, effective as of, or prior to, the Closing Date all intercompany accounts so that there are no intercompany obligations, interest, fees, payables or receivables between AgroFresh, on the one hand, and TDCC or any of its Affiliates, on the other hand (in each case other than as may be contemplated in connection with the Restructuring Transactions). In the event TDCC is unable to settle all such intercompany accounts prior to the Closing, the parties shall, upon request of TDCC, cooperate in good faith from and after the Closing to equitably settle such accounts. TDCC shall be entitled to terminate (and cause its Affiliates to terminate), effective upon the Closing, any intercompany Contracts (or portions thereof), services, support and other arrangements, whether written or oral (except for the Related Agreements or the Contracts set forth on Schedule 5.13), between AgroFresh, on the one hand, and TDCC or any of its Affiliates, on the other hand, and from and after the Closing, no further rights or Liabilities of any party shall continue under such terminated Contracts (or portions thereof) or arrangements (in each case other than as may be contemplated in connection with the Restructuring Transactions). TDCC shall be entitled to terminate (and cause its Affiliates to terminate), effective upon the Closing, the participation of AgroFresh in, or contractual privity of AgroFresh to, any Group Contract and from and after the Closing, no further rights or Liabilities of AgroFresh shall continue under such Group Contract. Purchaser acknowledges that, from and after the Closing, AgroFresh will no longer be able to participate with TDCC and its Affiliates in Group Contracts or any group and volume purchasing arrangements that AgroFresh may have participated in prior to the Closing.

Intercompany Accounts and Arrangements. Prior (a) Except for this Agreement, the Related Agreements, the Transitional Services Agreements, the Local Asset Transfer Agreements, the Other Agreements, in each case to which Buyer or a Buyer Sub (or any DTI Company or Asset Seller, if the final version of such agreement was disclosed to Buyer prior to the Closingdate of this Agreement or otherwise approved by Buyer) is a party, TDCC shall take (or cause one or more of its Affiliates or AgroFresh to take) such actions required to settleand the agreements set forth on Schedule 5.6(a), effective as of, or prior to, the Closing Date all intercompany accounts so that there are no arrangements and Contracts providing for sales, purchases, leasing, subleasing, licensing or sublicensing of goods, services, tangible or intangible property or joint activities, in each case between DuPont or any of the Retained Subsidiaries (other than to the extent such intercompany obligations, interest, fees, payables or receivables between AgroFresharrangements and Contracts constitute DTI Assets and Assumed Liabilities), on the one hand, and TDCC or any of its Affiliatesthe DTI Companies or (to the extent such intercompany arrangements and Contracts constitute DTI Assets and Assumed Liabilities) the Asset Sellers, on the other hand (in each case other than as may hand, shall be contemplated in connection with the Restructuring Transactions). In the event TDCC is unable to settle all such intercompany accounts prior to the Closing, the parties shall, upon request terminated and of TDCC, cooperate in good faith from no further force and effect after the Closing to equitably settle such and with no further Liabilities on the part of any party thereto. Notwithstanding the foregoing, all intercompany accounts. TDCC shall be entitled to terminate (and cause its Affiliates to terminate), effective upon the Closing, any intercompany Contracts (or portions thereof), services, support and other arrangements, whether written payables or oral (except for the Related Agreements or the Contracts set forth on Schedule 5.13)receivables, between AgroFreshDuPont or any of the Retained Subsidiaries, on the one hand, and TDCC or any of its Affiliatesthe DTI Companies, on the other hand, as of the Closing shall continue in full force and effect from and after the Closing, no further rights or Liabilities of any party Closing and shall continue under such terminated Contracts (or portions thereof) or arrangements (be paid in each case other than as may be contemplated in connection accordance with the Restructuring Transactions). TDCC shall be entitled terms thereof, or, if no such terms are specified, then in accordance with normal commercial practices between unrelated parties. (b) Prior to terminate (and cause its Affiliates to terminate), effective upon the Closing, the participation DuPont will cause all outstanding preferred stock of AgroFresh inThe Invironmentalists Commercial Services Company (formerly known as DuPont Commercial Flooring Systems, or contractual privity Inc.) ("ICSC") to be exchanged for common stock of AgroFresh to, any Group Contract ICSC and from and after the Closing, no further rights or Liabilities of AgroFresh shall continue under such Group Contract. Purchaser acknowledges that, from and after the Closing, AgroFresh will no longer be able to participate with TDCC and its Affiliates in Group Contracts or any group and volume purchasing arrangements that AgroFresh may have participated in prior to the Closingcancelled by ICSC.