Common use of Bank Accounts; Cash Balances; Misdirected Payments Clause in Contracts

Bank Accounts; Cash Balances; Misdirected Payments. (a) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account, including lockbox accounts, owned by Aptiv or any other member of the Aptiv Group (collectively, the “Aptiv Accounts”) so that such Aptiv Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Delphi Technologies Group (collectively, the “Delphi Technologies Accounts”) are de-linked from the Delphi Technologies Accounts. (b) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Delphi Technologies Accounts so that such Delphi Technologies Accounts, if currently linked to an Aptiv Account, are de-linked from the Aptiv Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.5(a) and 2.5(b), there shall be in place a centralized cash management process pursuant to which (i) the Aptiv Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Aptiv and (ii) the Delphi Technologies Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Delphi Technologies. Notwithstanding Section 2.1, all cash on hand at any member of the Aptiv Group or the Delphi Technologies Group as of the Effective Time shall be assigned, transferred or paid over to or retained by Aptiv. Any cash in the Delphi Technologies Accounts after the Effective Time that belongs to any member of the Aptiv Group shall be transferred by the applicable member of the Delphi Technologies Group to any member of the Aptiv Group designated by Aptiv. (d) With respect to any outstanding checks issued or payments initiated by Aptiv, Delphi Technologies or any of their respective Group members prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued by a third party for the benefit of Aptiv, Delphi Technologies or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued. (e) With respect to the payments described in Section 2.5(d), in the event that: (i) Delphi Technologies or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Aptiv Business, then Aptiv shall reimburse Delphi Technologies for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or (ii) Aptiv or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Delphi Technologies Business, then Delphi Technologies shall reimburse Aptiv for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored. (f) Prior to or concurrently with the Effective Time, (i) Aptiv shall cause all Aptiv employees to be removed as authorized signatories on all bank accounts maintained by the Delphi Technologies Group and (ii) Delphi Technologies shall cause all Delphi Technologies employees to be removed as authorized signatories on all bank accounts maintained by the Aptiv Group. (g) As between Delphi Technologies and Aptiv (for purposes of this Section 2.5(g), each a “Specified Party”) (and the members of their respective Groups), all payments made to and reimbursements received by either Specified Party (or any member of its Group), in each case after the Effective Time, that relate to a business, Asset or Liability of the other Specified Party (or any member of such other Specified Party’s Group) (each, a “Misdirected Payment”), shall be held in trust by the recipient Specified Party for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such Misdirected Payments received by such Specified Party or any member of its Group, and the Specified Parties shall have a weekly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the Specified Party entitled thereto within three (3) Business Days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither Specified Party (nor any of the members of its Group) shall act as collection agent for the other Specified Party (or any of the members of its Group), nor shall either Specified Party (or any members of its Group) act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances; Misdirected Payments. (a) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend or substitute all Contracts governing each bank and brokerage account, including lockbox accounts, owned by Aptiv HHH or any other member of the Aptiv HHH Group (collectively, the “Aptiv HHH Accounts”) so that such Aptiv HHH Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Delphi Technologies Seaport Entertainment Group (collectively, the “Delphi Technologies Seaport Entertainment Accounts”) are de-linked from the Delphi Technologies Seaport Entertainment Accounts. (b) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend or substitute all Contracts governing the Delphi Technologies Seaport Entertainment Accounts so that such Delphi Technologies Seaport Entertainment Accounts, if currently linked to an Aptiv a HHH Account, are de-linked from the Aptiv HHH Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.5(a2.7(a) and 2.5(b2.7(b), there shall be in place a centralized cash management process pursuant to which (i) the Aptiv HHH Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Aptiv HHH and (ii) the Delphi Technologies Seaport Entertainment Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Delphi TechnologiesSeaport Entertainment. Prior to the Effective Time, in connection with the Distribution, HHH will contribute $23.4 million in cash to Seaport Entertainment. Notwithstanding anything in Section 2.12.1 or this Section 2.7, all cash on hand at any member of the Aptiv HHH Group or the Delphi Technologies Seaport Entertainment Group as of the Effective Time Time, including any restricted cash, if any, held by Seaport Entertainment Group as of the Effective Time, shall be assigned, transferred or paid over to or retained by AptivHHH. Any cash in the Delphi Technologies Seaport Entertainment Accounts after the Effective Time that belongs to any member of the Aptiv HHH Group shall be transferred by the applicable member of the Delphi Technologies Seaport Entertainment Group to any member of the Aptiv HHH Group designated by AptivHHH. Any cash in the HHH Accounts after the Effective Time that belongs to any member of the Seaport Entertainment Group shall be transferred by the applicable member of the HHH Group to any member of the Seaport Entertainment Group designated by Seaport Entertainment. (d) With respect to any outstanding checks issued or payments initiated by AptivHHH, Delphi Technologies Seaport Entertainment or any of their respective Group members prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued by a third party for the benefit of AptivHHH, Delphi Technologies Seaport Entertainment or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued. (e) With respect to the payments described in Section 2.5(d2.7(d), in the event that: (i) Delphi Technologies Seaport Entertainment or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Aptiv HHH Business, then Aptiv HHH shall reimburse Delphi Technologies Seaport Entertainment for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or (ii) Aptiv HHH or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Delphi Technologies Seaport Entertainment Business, then Delphi Technologies Seaport Entertainment shall reimburse Aptiv HHH for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored. (f) Prior to or concurrently with the Effective Time, (i) Aptiv HHH shall cause all Aptiv HHH employees to be removed as authorized signatories on all bank accounts maintained by the Delphi Technologies Seaport Entertainment Group and (ii) Delphi Technologies Seaport Entertainment shall cause all Delphi Technologies Seaport Entertainment employees to be removed as authorized signatories on all bank accounts maintained by the Aptiv HHH Group. (g) As between Delphi Technologies Seaport Entertainment and Aptiv HHH (for purposes of this Section 2.5(g2.7(g), each a “Specified Party”) (and the members of their respective Groups), all payments made to and reimbursements received by either Specified Party (or any member of its Group), in each case after the Effective Time, that relate to a business, Asset or Liability of the other Specified Party (or any member of such other Specified Party’s Group) (each, a “Misdirected Payment”), shall be held in trust by the recipient Specified Party for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such Misdirected Payments received by such Specified Party or any member of its Group, and the Specified Parties shall have a weekly monthly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $10,000,0001,000,000, an interim payment of such net amount owed shall be made to the Specified Party entitled thereto within three (3) Business Days of such amount exceeding $10,000,0001,000,000. Notwithstanding the foregoing, neither Specified Party (nor any of the members of its Group) shall act as collection agent for the other Specified Party (or any of the members of its Group), nor shall either Specified Party (or any members of its Group) act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances; Misdirected Payments. (a) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account, including lockbox accounts, owned by Aptiv TFMC or any other member of the Aptiv TFMC Group (collectively, the “Aptiv TFMC Accounts”) so that such Aptiv TFMC Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Delphi Technologies TEN Group (collectively, the “Delphi Technologies TEN Accounts”) are de-linked from the Delphi Technologies TEN Accounts. (b) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Delphi Technologies TEN Accounts so that such Delphi Technologies TEN Accounts, if currently linked to an Aptiv TFMC Account, are de-linked from the Aptiv TFMC Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.5(a1.6(a) and 2.5(b1.6(b), there shall be in place a centralized cash management process pursuant to which (i) the Aptiv TFMC Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Aptiv TFMC and (ii) the Delphi Technologies TEN Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Delphi TechnologiesTEN. Notwithstanding Section 2.11.1, but subject to TEN’s retention of the TEN cash, all cash on hand at any member of the Aptiv TFMC Group or the Delphi Technologies TEN Group as of the Effective Time shall be assigned, transferred or paid over to or retained by AptivTFMC. Any cash in the Delphi Technologies TEN Accounts after the Effective Time that belongs to any member of the Aptiv TFMC Group shall be transferred by the applicable member of the Delphi Technologies TEN Group to any member of the Aptiv TFMC Group designated by AptivTFMC. (d) With respect to any outstanding checks issued or payments initiated by AptivTFMC, Delphi Technologies TEN or any of their respective Group members prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued by a third party for the benefit of AptivTFMC, Delphi Technologies TEN or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued. (e) With respect to the payments described in Section 2.5(d1.6(d), in the event that: (i) Delphi Technologies TEN or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Aptiv TFMC Business, then Aptiv TFMC shall reimburse Delphi Technologies TEN for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or (ii) Aptiv TFMC or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Delphi Technologies TEN Business, then Delphi Technologies TEN shall reimburse Aptiv TFMC for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored. (f) Prior to or concurrently with the Effective Time, (i) Aptiv TFMC shall cause all Aptiv TFMC employees to be removed as authorized signatories on all bank accounts maintained by the Delphi Technologies TEN Group and (ii) Delphi Technologies TEN shall cause all Delphi Technologies TEN employees to be removed as authorized signatories on all bank accounts maintained by the Aptiv TFMC Group. (g) As between Delphi Technologies TFMC and Aptiv TEN (for purposes of this Section 2.5(g1.6(g), each a “Specified Party”) (and the members of their respective GroupsGroup), all payments made to and reimbursements received by either Specified Party (or any member of its Group), in each case after the Effective Time, that relate to a business, Asset or Liability of the other Specified Party (or any member of such other Specified Party’s Group) (each, a “Misdirected Payment”), shall be held in trust by the recipient Specified Party for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such Misdirected Payments received by such Specified Party or any member of its Group, and the Specified Parties shall have a weekly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $10,000,0001,000,000, an interim payment of such net amount owed shall be made to the Specified Party entitled thereto within three (3) Business Days of such amount exceeding $10,000,0001,000,000. Notwithstanding the foregoing, neither Specified Party (nor any of the members of its Group) shall act as collection agent for the other Specified Party (or any of the members of its Group), nor shall either Specified Party (or any members of its Group) act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances; Misdirected Payments. (a) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Separation Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account, including lockbox accounts, owned by Aptiv HD or any other member of the Aptiv HD Group (collectively, the “Aptiv HD Accounts”) so that such Aptiv HD Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Delphi Technologies LiveWire Group (collectively, the “Delphi Technologies LiveWire Accounts”) are de-linked from the Delphi Technologies LiveWire Accounts. (b) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Separation Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Delphi Technologies LiveWire Accounts so that such Delphi Technologies LiveWire Accounts, if currently linked to an Aptiv HD Account, are de-linked from the Aptiv HD Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.5(a) and 2.5(b), there shall be in place a centralized cash management process pursuant to which (i) the Aptiv Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Aptiv and (ii) the Delphi Technologies Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Delphi Technologies. Notwithstanding Section 2.1, all cash on hand at any member of the Aptiv Group or the Delphi Technologies Group as of the Effective Time shall be assigned, transferred or paid over to or retained by Aptiv. Any cash in the Delphi Technologies Accounts after the Effective Time that belongs to any member of the Aptiv Group shall be transferred by the applicable member of the Delphi Technologies Group to any member of the Aptiv Group designated by Aptiv. (d) With respect to any outstanding checks issued or payments initiated by AptivHD, Delphi Technologies LiveWire or any of their respective Group members prior to the Effective Separation Time, such outstanding checks and payments shall be honored following the Effective Separation Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued issued, other wire transfers and drafts deposited or available for deposit or received that have not yet cleared (including those in transit), by a third party for the benefit of AptivHD, Delphi Technologies LiveWire or any of their respective Group members prior to the Effective Separation Time shall be honored following the Effective Separation Time and payment shall be made to the party to whom the check or payment was issued. (ed) With Except as expressly contemplated by any Ancillary Agreement, with respect to the payments described in Section 2.5(d1.7(c), in the event that: (i) Delphi Technologies LiveWire or one of its Group members initiates a payment prior to the Effective Separation Time that is honored following the Effective Separation Time, and to the extent such payment relates to the Aptiv Harley Business, then Aptiv HD shall reimburse Delphi Technologies LiveWire for such payment as soon as reasonably practicable and in no event later than seven ten (710) days after such payment is honored; or (ii) Aptiv HD or one of its Group members initiates a payment prior to the Effective Separation Time that is honored following the Effective Separation Time, and to the extent such payment relates to the Delphi Technologies LiveWire Business, then Delphi Technologies LiveWire shall reimburse Aptiv HD for such payment as soon as reasonably practicable and in no event later than seven ten (710) days after such payment is honored. (fe) Prior to or concurrently with the Effective Separation Time, (i) Aptiv HD shall cause all Aptiv HD employees to be removed as authorized signatories on all bank accounts maintained by the Delphi Technologies LiveWire Group and (ii) Delphi Technologies LiveWire shall cause all Delphi Technologies employees LiveWire Employees to be removed as authorized signatories on all bank accounts maintained by the Aptiv HD Group; provided that, in the case of clause (i), HD shall maintain signatories in connection with the services provided pursuant to express terms of the Transition Services Agreement. (gf) As between Delphi Technologies HD and Aptiv (for purposes of this Section 2.5(g), each a “Specified Party”) LiveWire (and the members of their respective GroupsGroup), all payments made to and reimbursements received by either Specified Party (or any member of its Group), in each case after the Effective Separation Time, that relate to a business, Asset or Liability of the other Specified Party (or any member of such other Specified Party’s Group) (each, a “Misdirected Payment”), shall be held in trust by the recipient Specified Party for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such Misdirected Payments received by such Specified Party or any member of its Group, and the Specified Parties shall have a weekly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the Specified Party entitled thereto within three (3) Business Days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither Specified Party (nor any of the members of its Group) shall act as collection agent for the other Specified Party (or any of the members of its Group), nor shall either Specified Party (or any members of its Group) act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances; Misdirected Payments. (a) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account, including lockbox accounts, owned by Aptiv Enovis or any other member of the Aptiv Enovis Group (collectively, the “Aptiv Enovis Accounts”) so that such Aptiv Enovis Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Delphi Technologies ESAB Group (collectively, the “Delphi Technologies ESAB Accounts”) are de-linked from the Delphi Technologies ESAB Accounts. (b) Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Delphi Technologies ESAB Accounts so that such Delphi Technologies ESAB Accounts, if currently linked to an Aptiv Enovis Account, are de-linked from the Aptiv Enovis Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.5(a) and 2.5(b), there shall be in place a centralized cash management process pursuant to which (i) the Aptiv Enovis Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Aptiv Enovis and (ii) the Delphi Technologies ESAB Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Delphi TechnologiesESAB. Notwithstanding Section 2.1In the event that at any time or from time to time after the Effective Time, all cash on hand at (i) any member of the Aptiv Enovis Group receives any cash or cash equivalents that relate to the Delphi Technologies ESAB Business, Enovis shall promptly transfer, or cause to be transferred, such cash or cash equivalent to the appropriate member of the ESAB Group as designated by ESAB and (ii) any member of the ESAB Group receives any cash or cash equivalents that relate to the Enovis Business, ESAB shall promptly transfer, or cause to be transferred, such cash or cash equivalent to the appropriate member of the Enovis Group designated by Enovis. Notwithstanding the foregoing, all cash in the ESAB Accounts at the Effective Time (excluding, for the avoidance of doubt, any cash to be utilized in the ESAB Cash Distribution) shall remain with ESAB or one of its Group members, and all cash in the Enovis Accounts at the Effective Time shall be assigned, transferred remain with Enovis or paid over to or retained by Aptiv. Any cash in the Delphi Technologies Accounts after the Effective Time that belongs to any member one of the Aptiv its Group shall be transferred by the applicable member of the Delphi Technologies Group to any member of the Aptiv Group designated by Aptivmembers. (d) With respect to any outstanding checks issued or payments initiated by AptivEnovis, Delphi Technologies ESAB or any of their respective Group members prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued by a third party for the benefit of AptivEnovis, Delphi Technologies ESAB or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued. (e) With respect to the payments described in Section 2.5(d), in the event that: (i) Delphi Technologies ESAB or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Aptiv Enovis Business, then Aptiv Enovis shall reimburse Delphi Technologies ESAB for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or (ii) Aptiv Enovis or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Delphi Technologies BusinessESAB Business or the Discontinued Businesses, then Delphi Technologies ESAB shall reimburse Aptiv Enovis for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored. (f) Prior to or concurrently with the Effective Time, (i) Aptiv Enovis shall cause all Aptiv Enovis employees to be removed as authorized signatories on all bank accounts maintained by the Delphi Technologies ESAB Group and (ii) Delphi Technologies ESAB shall cause all Delphi Technologies ESAB employees to be removed as authorized signatories on all bank accounts maintained by the Aptiv Enovis Group. (g) As between Delphi Technologies ESAB and Aptiv Enovis (for purposes of this Section 2.5(g), each a “Specified Party”) (and the members of their respective Groups), all payments made to and reimbursements received by either Specified Party (or any member of its Group), in each case after the Effective Time, that relate to a business, Asset or Liability of the other Specified Party (or any member of such other Specified Party’s Group) (each, a “Misdirected Payment”), shall be held in trust by the recipient Specified Party for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such Misdirected Payments received by such Specified Party or any member of its Group, and the Specified Parties shall have a weekly monthly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $10,000,0001,000,000, an interim payment of such net amount owed shall be made to the Specified Party entitled thereto within three (3) Business Days of such amount exceeding $10,000,0001,000,000. Notwithstanding the foregoing, neither Specified Party (nor any of the members of its Group) shall act as collection agent for the other Specified Party (or any of the members of its Group), nor shall either Specified Party (or any members of its Group) act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.