Common use of Bank Accounts; Cash Balances Clause in Contracts

Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the other members of its 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 owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all Contracts governing each bank or brokerage account owned by YUM or any other member of the YUM Group (collectively, the “YUM Accounts”) so that each such SpinCo Account and YUM Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any YUM Account or SpinCo Account, respectively, is de-Linked from such YUM Account or SpinCo Account, respectively. (b) With respect to any outstanding checks issued or payments initiated by YUM, SpinCo or any other member of their respective Groups 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, respectively. (c) As between YUM and the SpinCo Parties (and the other members of their respective Groups), all payments made and reimbursements received after the Effective Time to or by any Party (or member of its Group) that relate to a business, Asset or Liability of another Party (or other member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, YUM or the SpinCo Parties, as applicable, shall pay over, or shall cause the applicable other member of its Group to pay over, to such other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) Each Party agrees to shall take, or cause the other members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts contracts or agreements governing each bank and brokerage account owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all Contracts contracts or agreements governing each bank or brokerage account owned by YUM Parent or any other member of the YUM Parent Group (collectively, the “YUM Parent Accounts”) so that each such SpinCo Account and YUM Parent Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any YUM Parent Account or SpinCo Account, respectively, is de-no longer Linked from to such YUM Parent Account or SpinCo Account, respectively. (b) With respect to any outstanding checks issued or payments initiated by YUMParent, SpinCo or any other member of the members of their respective Groups 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, respectively. (c) As between YUM Parent and the SpinCo Parties (and the other members of their respective Groups), all payments made and reimbursements received after the Effective Time to or by any either Party (or member of its Group) that relate to a business, Asset or Liability of another the other Party (or other member of its Group), ) shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, YUM or the SpinCo Parties, as applicable, shall pay oversuch Party shall, or shall cause the applicable other member of its Group to, pay over to pay over, to such the other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the other members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts contracts or agreements governing each bank and brokerage account owned by SpinCo CoalCo or any other member of the SpinCo CoalCo Group (collectively, the “SpinCo CoalCo Accounts”) and all Contracts contracts or agreements governing each bank or brokerage account owned by YUM Parent or any other member of the YUM Parent Group (collectively, the “YUM Parent Accounts”) so that each such SpinCo CoalCo Account and YUM Parent Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any YUM Parent Account or SpinCo CoalCo Account, respectively, is de-no longer Linked from to such YUM Parent Account or SpinCo CoalCo Account, respectively. (b) With respect to any outstanding checks issued or payments initiated by YUMParent, SpinCo CoalCo or any other member of the members of their respective Groups 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, respectively. (c) As between YUM Parent and the SpinCo Parties CoalCo (and the other members of their respective Groups), all payments made and reimbursements received after the Effective Time to or by any either Party (or member of its Group) that relate to a business, Asset or Liability of another the other Party (or other member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, YUM or the SpinCo Parties, as applicable, shall pay oversuch Party shall, or shall cause the applicable other member of its Group to pay over, over to such the other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the other members of its 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 owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all Contracts governing each bank or brokerage account owned by YUM the Company or any other member of the YUM RemainCo Group (collectively, the “YUM Company Accounts”) so that each such SpinCo Account and YUM the Company Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any YUM the Company Account or SpinCo Account, respectively, is de-Linked from such YUM the Company Account or SpinCo Account, respectively. (b) With respect to any outstanding checks issued or payments initiated by YUMthe Company, SpinCo SpinCo, or any other member of the members of their respective Groups 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, respectively. ; provided, that to the extent any such amounts are honored after the Effective Time by a Person or Group for the benefit of the other Group, such amount shall be reimbursed within five (c5) Business Days following the Effective Time. As between YUM the Company and the SpinCo Parties (and the other members of their respective Groups), all payments made and reimbursements received after the Effective Time to or by any either Party (or member of its Group) that relate to a business, Asset or Liability of another the other Party (or other member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, YUM or the SpinCo Parties, as applicable, such Party shall pay over, or shall cause the applicable other member of its Group to pay over, over to such the other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) Each Party agrees to take, or and cause the other members of its Group to take, at prior to 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 owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all Contracts governing each bank or brokerage account owned by YUM VSI or any other member of the YUM CES Group (collectively, the “YUM CES Accounts”) so that each such SpinCo Account and YUM CES Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any YUM Account or SpinCo Account, respectively, account of the other Party is de-Linked from such YUM Account or SpinCo Account, respectivelyLinked. (b) With respect to any outstanding checks issued or payments initiated by YUMVSI, SpinCo or any other member of their respective Groups prior to the Effective Time, such outstanding checks and payments shall will 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, respectively. (c) As between YUM VSI and the SpinCo Parties (and the other members of their respective Groups), all payments made and reimbursements received after the Effective Time to or by any either Party (or member of its Group) that relate to a business, Asset or Liability of another the other Party (or other member of its such other Party’s Group), shall will be held by such receiving Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such receiving Party of any such payment or reimbursement, YUM VSI or the SpinCo PartiesSpinCo, as applicable, shall will pay over, or shall will cause the applicable other member of its Group to pay over, to such other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) Each Party agrees to take, or and cause the other members of its 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 owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all Contracts governing each bank or brokerage account owned by YUM Parent or any other member of the YUM RemainCo Group (collectively, the “YUM RemainCo Accounts”) so that each such SpinCo Account and YUM RemainCo Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any YUM RemainCo Account or SpinCo Account, respectively, is de-Linked from such YUM RemainCo Account or SpinCo Account, respectively. (b) With respect to any outstanding checks issued or payments initiated by YUMParent, SpinCo or any other member of their respective Groups prior to the Effective Time, such outstanding checks and payments shall will 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, respectively. (c) As between YUM Parent and the SpinCo Parties (and the other members of their respective Groups), all payments made and reimbursements received after the Effective Time to or by any either Party (or member of its Group) that relate to a business, Asset or Liability of another the other Party (or other member of its such other Party’s Group), shall will be held by such receiving Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such receiving Party of any such payment or reimbursement, YUM Parent or the SpinCo PartiesSpinCo, as applicable, shall will pay over, or shall will cause the applicable other member of its Group to pay over, to such other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the other members of its 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 those established in furtherance of any entrustment loan or cash management relationships) owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all Contracts governing each bank or brokerage account owned by YUM Xxxxxxx or any other member of the YUM Xxxxxxx Group (collectively, the “YUM Xxxxxxx Accounts”) so that each such SpinCo Account and YUM Xxxxxxx Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any YUM Xxxxxxx Account or SpinCo Account, respectively, is de-Linked from such YUM Xxxxxxx Account or SpinCo Account, respectively. (b) With respect to any outstanding checks issued or payments initiated by YUMXxxxxxx, SpinCo SpinCo, or any other member of the members of their respective Groups 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, respectively, and if any Party or member of such Party’s Group is the beneficiary of such an outstanding check or payment initiated by the other Party or any member of its Group, the first Party or such member of its Group shall promptly reimburse, or cause to be reimbursed, the second Party or the applicable member of its Group for such amounts paid without right of set-off. (c) As between YUM Xxxxxxx and the SpinCo Parties (and the other members of their respective Groups), all payments made and reimbursements or other payments received after the Effective Time to or by any either Party (or member of its Group) that relate to a business, Asset or Liability of another the other Party (or other member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, YUM or the SpinCo Parties, as applicable, such Party shall pay over, or shall cause the applicable other member of its Group to pay over, to such the other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the other members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts contracts or agreements governing each bank and brokerage account owned by SpinCo UpstreamCo or any other member of the SpinCo UpstreamCo Group (collectively, the “SpinCo UpstreamCo Accounts”) and all Contracts contracts or agreements governing each bank or brokerage account owned by YUM Parent or any other member of the YUM Parent Group (collectively, the “YUM Parent Accounts”) so that each such SpinCo UpstreamCo Account and YUM Parent Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any YUM Parent Account or SpinCo UpstreamCo Account, respectively, is de-no longer Linked from to such YUM Parent Account or SpinCo UpstreamCo Account, respectively. (b) With respect to any outstanding checks issued or payments initiated by YUMParent, SpinCo UpstreamCo or any other member of the members of their respective Groups 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, respectively. (c) As between YUM Parent and the SpinCo Parties UpstreamCo (and the other members of their respective Groups), all payments made and reimbursements received after the Effective Time to or by any either Party (or member of its Group) that relate to a business, Asset or Liability of another the other Party (or other member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, YUM or the SpinCo Parties, as applicable, shall pay oversuch Party shall, or shall cause the applicable other member of its Group to pay over, over to such the other Party the amount of such payment or reimbursement without right of set-off.