Common use of Bank Accounts; Cash Balances Clause in Contracts

Bank Accounts; Cash Balances. (a) The Parties agree to take, or cause the respective members of their respective Groups 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 Spectra Energy or any other member of the Spectra Energy Group (the “Spectra Energy Accounts”), including all Spectra Energy Accounts listed or described on Schedule 2.5(a), so that such Spectra Energy 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 owned by Duke Energy or any other member of the Duke Energy Group (the “Duke Energy Accounts”), including all Duke Energy Accounts owned by any member of the Duke Energy Group that is as of the date hereof a direct or an indirect Subsidiary of Duke Capital LLC, which subset of Duke Energy Accounts are listed or described on Schedule 2.5(b), are de-linked from the Duke Energy Accounts. From and after the Effective Time, no Duke Energy Employee or Former Duke Energy Employee shall have any authority to access or control any Spectra Energy Account, except as provided for through the Transition Services Agreement. (b) The Parties agree to take, or cause the respective members of their respective Groups to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Duke Energy Accounts so that such Duke Energy Accounts, if currently linked to a Spectra Energy Account, are de-linked from the Spectra Energy Accounts. From and after the Effective Time, no Spectra Energy Employee or Former Spectra Energy Employee shall have any authority to access or control any Duke Energy Account. (c) It is intended that, following consummation of the actions contemplated by sections (a) and (b) above, there will continue to be in place a centralized cash management system pursuant to which the Spectra Energy Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Spectra Energy. (d) It is intended that, following consummation of the actions contemplated by sections (a) and (c) above, there will continue to be in place a centralized cash management system pursuant to which the Duke Energy Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Duke Energy. (e) The Parties shall, and shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to have the Spectra Energy Accounts contain an aggregate amount in cash and cash equivalents at the Effective Time equal to $200 million (the “Spectra Energy Target Cash Amount”), provided that for purposes of achieving that result no cash or cash equivalents in any Spectra Energy Account owned by (i) Duke Energy Field Services, LLC, Gulfstream Natural Gas System, L.L.C., Gulfstream Management & Operating Services, L.L.C., Maritimes & Northeast Pipeline, L.L.C., Maritimes & Northeast Pipeline Limited Partnership, Maritimes & Northeast Pipeline Management Ltd., or Islander East Pipeline Company, L.L.C., or any of their respective Subsidiaries, or (ii) Spectra Energy Captive, but with respect to this item (ii) only to the extent of cash or cash equivalents transferred pursuant to Section 10.9(b), and provided, further, that (x) subject to and in accordance with Section 4.07 of the Tax Matters Agreement (including the repayment obligation), the Spectra Energy Target Cash Amount shall be increased by $44 million if the conditions specified in such section of the Tax Matters Agreement are met, and (y) in the event Duke Energy, Spectra Energy, or any of their respective Affiliates settles any material matter set forth on Schedule 1.1(69)(viii) after the date of this Agreement and prior to the Effective Time and such settlement results in the receipt or payment of cash prior to the Effective Time, Duke Energy may increase or decrease, respectively, the Spectra Energy Target Cash Amount by the amount of such receipt or payment. Notwithstanding anything to the contrary in this Section 2.5(e), neither Party nor any member of their respective Group shall have any recourse, including any right to assert any claim or course of action, if, after the Effective Time, it is determined that the aggregate amount of cash and cash equivalents in the Spectra Energy Accounts at the Effective Time (subject to the exclusions referenced in the foregoing sentence) was more or less than the Spectra Energy Target Cash Amount. (f) With respect to any outstanding checks issued by Duke Energy, Spectra Energy, or any of their respective Subsidiaries prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the entity or Group owning the account on which the check is drawn. (g) As between the two Parties (and the members of their respective Groups) all payments and reimbursements received after the Effective Time by any Party (or member of its Group) that relate to a Business, Asset or Liability of another Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) The Parties agree SLM BankCo and NewCo each agrees to take, or cause the respective members of their respective Groups to take, at as of the Effective Time (or such earlier time as the Parties SLM BankCo and NewCo may agree), all actions necessary to amend all Contracts contracts or agreements governing each bank and brokerage account owned by Spectra Energy NewCo or any other member of the Spectra Energy NewCo Group (collectively, the “Spectra Energy NewCo Accounts”)) and all contracts or agreements governing each bank or brokerage account owned by SLM BankCo or any other member of the SLM BankCo Group (collectively, including all Spectra Energy Accounts listed or described on Schedule 2.5(a), so the “SLM BankCo Accounts”) such that each such Spectra Energy AccountsNewCo Account and SLM BankCo Account, if currently linked (whether by automatic withdrawal, automatic deposit, deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank SLM BankCo Account or brokerage account owned by Duke Energy or any other member of the Duke Energy Group (the “Duke Energy Accounts”), including all Duke Energy Accounts owned by any member of the Duke Energy Group that is as of the date hereof a direct or an indirect Subsidiary of Duke Capital LLC, which subset of Duke Energy Accounts are listed or described on Schedule 2.5(b), are de-linked from the Duke Energy Accounts. From and after the Effective Time, no Duke Energy Employee or Former Duke Energy Employee shall have any authority to access or control any Spectra Energy NewCo Account, except as provided for through the Transition Services Agreementrespectively, is delinked from such SLM BankCo Account or NewCo Account, respectively. (b) The Parties agree to take, or cause the respective members of their respective Groups to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Duke Energy Accounts so that such Duke Energy Accounts, if currently linked to a Spectra Energy Account, are de-linked from the Spectra Energy Accounts. From and after the Effective Time, no Spectra Energy Employee or Former Spectra Energy Employee shall have any authority to access or control any Duke Energy Account. (c) It is intended that, that following consummation of the actions contemplated by sections (aSection 2.11(a) and (b) above, there will continue to be in place a centralized cash management system process pursuant to which the Spectra Energy NewCo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Spectra EnergyNewCo. (dc) It is intended that, that following consummation of the actions contemplated by sections (aSection 2.11(a) and (c) above, there will continue to be in place a centralized cash management system process pursuant to which the Duke Energy SLM BankCo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Duke EnergySLM BankCo. (e) The Parties shall, and shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to have the Spectra Energy Accounts contain an aggregate amount in cash and cash equivalents at the Effective Time equal to $200 million (the “Spectra Energy Target Cash Amount”), provided that for purposes of achieving that result no cash or cash equivalents in any Spectra Energy Account owned by (i) Duke Energy Field Services, LLC, Gulfstream Natural Gas System, L.L.C., Gulfstream Management & Operating Services, L.L.C., Maritimes & Northeast Pipeline, L.L.C., Maritimes & Northeast Pipeline Limited Partnership, Maritimes & Northeast Pipeline Management Ltd., or Islander East Pipeline Company, L.L.C., or any of their respective Subsidiaries, or (ii) Spectra Energy Captive, but with respect to this item (ii) only to the extent of cash or cash equivalents transferred pursuant to Section 10.9(b), and provided, further, that (x) subject to and in accordance with Section 4.07 of the Tax Matters Agreement (including the repayment obligation), the Spectra Energy Target Cash Amount shall be increased by $44 million if the conditions specified in such section of the Tax Matters Agreement are met, and (y) in the event Duke Energy, Spectra Energy, or any of their respective Affiliates settles any material matter set forth on Schedule 1.1(69)(viii) after the date of this Agreement and prior to the Effective Time and such settlement results in the receipt or payment of cash prior to the Effective Time, Duke Energy may increase or decrease, respectively, the Spectra Energy Target Cash Amount by the amount of such receipt or payment. Notwithstanding anything to the contrary in this Section 2.5(e), neither Party nor any member of their respective Group shall have any recourse, including any right to assert any claim or course of action, if, after the Effective Time, it is determined that the aggregate amount of cash and cash equivalents in the Spectra Energy Accounts at the Effective Time (subject to the exclusions referenced in the foregoing sentence) was more or less than the Spectra Energy Target Cash Amount. (fd) With respect to any outstanding checks issued or payments initiated by Duke EnergySLM BankCo, Spectra EnergyNewCo, or any of their respective Subsidiaries prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the entity Person or Group owning the account on which the check is drawndrawn or from which the payment was initiated, respectively. (ge) As between the two Parties SLM BankCo and NewCo (and the members of their respective Groups) all payments made to and reimbursements received after the Effective Time by any either Party (or member of its Group) after the Effective Time that relate to a Businessbusiness, Asset or Liability of another the other Party (or member of its Group), ) shall be held by such Party (or member of its Group) in trust for the use and benefit of the Party (or member of its Group) entitled thereto (at the expense of the Party entitled thereto) and, promptly upon following receipt by such Party (or member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over over, to the other Party (or the member of its Group) the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. (a) The Parties agree to take, or cause the respective members of their respective Groups 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 Spectra Energy or any other member of the Spectra Energy Group (the “Spectra Energy Accounts”)GasCo Group, including all Spectra Energy Accounts the accounts listed or described on Schedule 2.5(a) (the “GasCo Accounts”), so that such Spectra Energy GasCo 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 owned by Duke Energy or any of its Affiliates other member of the Duke Energy Group than any GasCo Account (the “Duke Energy Accounts”), including all Duke Energy Accounts owned by any member of the Duke Energy Group that is as of the date hereof a direct or an indirect Subsidiary of Duke Capital LLC, which subset of Duke Energy Accounts are listed or described on Schedule Section 2.5(b), are de-linked from the Duke Energy Accounts. From and after the Effective Time, no Duke Energy Employee or Former Duke Energy Employee shall have any authority to access or control any Spectra Energy GasCo Account, except as provided for through the Transition Services Agreement. (b) The Parties agree to take, or cause the respective members of their respective Groups to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Duke Energy Accounts so that such Duke Energy Accountsaccounts, if currently linked to a Spectra Energy GasCo Account, are de-linked from the Spectra Energy GasCo Accounts. From and after the Effective Time, no Spectra Energy GasCo Employee or Former Spectra Energy GasCo Employee shall have any authority to access or control any Duke Energy Account. (c) It is intended that, following consummation of the actions contemplated by sections (a) and (b) above, there will continue to be in place a centralized cash management system pursuant to which the Spectra Energy GasCo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Spectra EnergyGasCo. (d) It is intended that, following consummation of the actions contemplated by sections (a) and (c) above, there will continue to be in place a centralized cash management system pursuant to which the Duke Energy Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Duke Energy. (e) The Parties shallAt the Effective Time, and the GasCo U.S. Accounts shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to have the Spectra Energy Accounts contain an aggregate amount in cash and cash equivalents at the Effective Time equal to $200 million $ (the “Spectra Energy GasCo Target Cash Amount”), provided that for purposes of achieving that result no cash . At the Effective Time (or cash equivalents in any Spectra Energy Account owned by such earlier time as the Parties may agree): (i) Duke Energy Field Services, LLC, Gulfstream Natural Gas System, L.L.C., Gulfstream Management & Operating Services, L.L.C., Maritimes & Northeast Pipeline, L.L.C., Maritimes & Northeast Pipeline Limited Partnership, Maritimes & Northeast Pipeline Management Ltd., or Islander East Pipeline Company, L.L.C., or any of their respective Subsidiaries, or (ii) Spectra Energy Captive, but with respect to this item (ii) only to the extent of cash or cash equivalents transferred pursuant to Section 10.9(b), and provided, further, that (x) subject to and in accordance with Section 4.07 of the Tax Matters Agreement (including the repayment obligation), the Spectra Energy Target Cash Amount shall be increased by $44 million if the conditions specified in such section of the Tax Matters Agreement are met, and (y) in the event Duke Energy, Spectra Energy, or any of their respective Affiliates settles any material matter set forth on Schedule 1.1(69)(viii) after the date of this Agreement and prior to the Effective Time and such settlement results in the receipt or payment of cash prior to the Effective Time, Duke Energy may increase or decrease, respectively, the Spectra Energy Target Cash Amount by the amount of such receipt or payment. Notwithstanding anything to the contrary in this Section 2.5(e), neither Party nor any member of their respective Group shall have any recourse, including any right to assert any claim or course of action, if, after the Effective Time, it is determined that the aggregate amount of cash and cash equivalents held in the Spectra Energy GasCo U.S. Accounts at the Effective Time (subject to the exclusions referenced in the foregoing sentence) was more or is less than the Spectra Energy GasCo Target Cash Amount, Duke Energy shall cause to be transferred to GasCo or its designate the amount of such shortfall; or (ii) if the aggregate amount of cash and cash equivalents held in the GasCo U.S. Accounts exceeds the GasCo Target Cash Amount, then GasCo shall cause to be transferred to Duke Energy or its designate the amount of such excess. (f) With respect to any outstanding checks issued by Duke Energy, Spectra EnergyGasCo, or any of their respective Subsidiaries prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the entity or Group owning the account on which the check is drawn. (g) As between the two Parties (and the members of their respective Groups) all payments and reimbursements received after the Effective Time by any Party (or member of its Group) that relate to a Business, Asset or Liability of another Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.