Common use of Misdirected Customer Payments and Deductions Clause in Contracts

Misdirected Customer Payments and Deductions. (a) Subject to Schedule 2.7(a), Schedule 2.7(b) and Schedule 2.7(c), for so long as Cash Application and Credit Card Processing transition services are in effect between the applicable Parties pursuant to a Transition Services Agreement, on each Business Day during such period: (i) RRD shall notify LSC or Donnelley Financial of (A) the amount of customer payments that relate to accounts receivable of any member of the LSC Group or Donnelley Financial Group (“LSC Receivables” and “Donnelley Financial Receivables”, respectively) received by any member of the RRD Group (such payments, “Misdirected LSC Payments” and “Misdirected Donnelley Financial Payments,” respectively) in each case, in accordance with the RRD Misdirected Payment Process Policy set forth in Schedule 2.7(a) (the “RRD Misdirected Payment Process Policy”) and (B) the amount of any customer deductions that relate to LSC Receivables or Donnelley Financial Receivables made against payments owed to any member of the RRD Group (such deductions, “Misdirected LSC Deductions” and “Misdirected Donnelley Financial Deductions”, respectively) in each case, in accordance with the RRD Misdirected Payment Process Policy set forth in Schedule 2.7(a), (ii) LSC shall notify RRD or Donnelley Financial of (A) the amount of customer payments that relate to accounts receivable of any member of the RRD Group (“RRD Receivables”) or Donnelley Financial Receivables received by any member of the LSC Group (such payments, “Misdirected RRD Payments”) or Misdirected Donnelley Financial Payments and in each case, in accordance with the LSC Misdirected Payment Process Policy set forth in Schedule 2.7(b) (the “LSC Misdirected Payment Process Policy”) and (B) the amount of any customer deductions that relate to RRD Receivables made against payments owed to any member of the LSC Group (such deductions, “Misdirected RRD Deductions”) in each case, in accordance with the LSC Misdirected Payment Process Policy, (iii) Donnelley Financial shall notify RRD or LSC of (A) the RRD Receivables or LSC Receivables received by any member of the Donnelley Financial Group, Misdirected RRD Payments or Misdirected Donnelley Financial Payments and (B) the amount of any customer deductions that relate to RRD Receivables or LSC Receivables made against payments owed to any member of the Donnelley Financial Group in each case, in accordance with the Donnelley Financial Misdirected Payment Process Policy set forth in Schedule 2.7(c) (the “Donnelley Financial Misdirected Payment Process Policy”) and (iv) each Party shall remit payment to the applicable Party in accordance with, and on the terms of, the applicable Misdirected Payment Process Policy. Each such notice shall include the name of each applicable customer and the amount of each applicable payment and deduction. (b) As between RRD, LSC and Donnelley Financial (and the members of their respective Groups), except to the extent prohibited by applicable Law, all payments and reimbursements received after the Relevant Time by any Party (or member of its Group) to which another Party (or member of its Group) is entitled under this Agreement other than those covered by Section 2.7(a), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, within fifteen (15) days of 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 Parties, the amount of such payment or reimbursement without right of setoff.

Misdirected Customer Payments and Deductions. (a) Subject to Schedule 2.7(a), Schedule 2.7(b) and Schedule 2.7(c), for so long as Cash Application and Credit Card Processing transition services are in effect between On the applicable Parties pursuant to a Transition Services Agreement, on each first Business Day following the end of each calendar month during such periodthe 12-month period following the Distribution: (i) RRD shall Horizon will notify LSC or Donnelley Financial TriMas of (A) the amount of customer payments that relate to accounts receivable of any member of the LSC Group or Donnelley Financial TriMas Group (“LSC Receivables” and “Donnelley Financial TriMas Receivables”, respectively) received by any member of the RRD Horizon Group during the previous calendar month (such payments, “Misdirected LSC TriMas Payments” and “Misdirected Donnelley Financial Payments,” respectively) in each case, in accordance with the RRD Misdirected Payment Process Policy set forth in Schedule 2.7(a) (the “RRD Misdirected Payment Process Policy”) and (B) the amount of any customer deductions that relate to LSC Receivables or Donnelley Financial TriMas Receivables made during the previous calendar month against payments owed to any member of the RRD Horizon Group (such deductions, “Misdirected LSC Deductions” and “Misdirected Donnelley Financial TriMas Deductions”, respectively) in each case, in accordance with the RRD Misdirected Payment Process Policy set forth in Schedule 2.7(a), and (ii) LSC shall TriMas will notify RRD or Donnelley Financial Horizon of (A) the amount of customer payments that relate to accounts receivable of any member of the RRD Group (“RRD Receivables”) or Donnelley Financial Horizon Receivables received by any member of the LSC TriMas Group during the previous calendar month (such payments, “Misdirected RRD Horizon Payments”) or Misdirected Donnelley Financial Payments and in each case, in accordance with the LSC Misdirected Payment Process Policy set forth in Schedule 2.7(b) (the “LSC Misdirected Payment Process Policy”) and (B) the amount of any customer deductions that relate to RRD Horizon Receivables made during the previous calendar month against payments owed to any member of the LSC TriMas Group (such deductions, “Misdirected RRD Horizon Deductions”) in each case, in accordance with the LSC Misdirected Payment Process Policy, (iii) Donnelley Financial shall notify RRD or LSC of (A) the RRD Receivables or LSC Receivables received by any member of the Donnelley Financial Group, Misdirected RRD Payments or Misdirected Donnelley Financial Payments and (B) the amount of any customer deductions that relate to RRD Receivables or LSC Receivables made against payments owed to any member of the Donnelley Financial Group in each case, in accordance with the Donnelley Financial Misdirected Payment Process Policy set forth in Schedule 2.7(c) (the “Donnelley Financial Misdirected Payment Process Policy”) and (iv) each Party shall remit payment to the applicable Party in accordance with, and on the terms of, the applicable Misdirected Payment Process Policy). Each such notice shall will include the name of each applicable customer and the amount of each applicable payment and deduction. (b) As between RRDOn the second Business Day following the end of each calendar month during such 12-month period: (i) if the amount of Misdirected Horizon Payments during the previous calendar month plus the amount of Misdirected TriMas Deductions during such month exceeds the amount of Misdirected TriMas Payments during such month plus the amount of Misdirected Horizon Deductions during such month, LSC and Donnelley Financial (and the members of their respective Groups), except to the extent prohibited by applicable Law, all payments and reimbursements received after the Relevant Time by any Party (or member of its Group) to which another Party (or member of its Group) is entitled under this Agreement other than those covered by Section 2.7(a), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, within fifteen (15) days of receipt by such Party of any such payment or reimbursement, such Party shall then TriMas will pay over, or shall cause the applicable member of its Group to pay over to the other Parties, Horizon the amount of such difference and (ii) if the amount of Misdirected TriMas Payments during the previous calendar month plus the amount of Misdirected Horizon Deductions during such month exceeds the amount of Misdirected Horizon Payments during such month plus the amount of Misdirected TriMas Deductions during such month, then Horizon will pay TriMas the amount of such difference. (c) In the event that after the 12-month period following the Distribution, any member of the Horizon Group receives a Misdirected TriMas Payment or any member of the TriMas Group receives a Misdirected Horizon Payment, the receiving Party will return such payment to the applicable payor. (d) During the 12-month period following the Distribution (or reimbursement without right such shorter time as the Parties may agree in writing), Horizon will promptly upon receipt thereof forward to TriMas any invoice received by any member of setoffthe Horizon Group and addressed to any member of the TriMas Group, and TriMas will promptly upon receipt thereof forward to Horizon any invoice received by any member of the TriMas Group and addressed to any member of the Horizon Group (any invoice described in this sentence, a “Misdirected Invoice”). After such 12-month period (or such shorter period as the Parties may agree in writing), each of TriMas and Horizon will return any Misdirected Invoices received by a member of their respective Groups to the applicable vendor for correction.

Misdirected Customer Payments and Deductions. (a) Subject to Schedule 2.7(aSection 4.4(e), Schedule 2.7(b) and Schedule 2.7(c), for so long as Cash Application and Credit Card Processing transition services are in effect between the applicable Parties pursuant to a Transition Services Agreement, on each Business Day during such periodthe three-month period following the Distribution: (i) RRD GroceryCo shall notify LSC or Donnelley Financial SnackCo of (A) the amount of customer payments that relate to accounts receivable of any member of the LSC Group or Donnelley Financial SnackCo Group (“LSC Receivables” and “Donnelley Financial SnackCo Receivables”, respectively) received by any member of the RRD GroceryCo Group on the previous Business Day (such payments, “Misdirected LSC SnackCo Payments” and “Misdirected Donnelley Financial Payments,” respectively) in each case, in accordance with the RRD Misdirected Payment Process Policy set forth in Schedule 2.7(a) (the “RRD Misdirected Payment Process Policy”) and (B) the amount of any customer deductions that relate to LSC Receivables or Donnelley Financial SnackCo Receivables made on the previous Business Day against payments owed to any member of the RRD GroceryCo Group (such deductions, “Misdirected LSC Deductions” and “Misdirected Donnelley Financial SnackCo Deductions”, respectively) in each case, in accordance with the RRD Misdirected Payment Process Policy set forth in Schedule 2.7(a), and (ii) LSC SnackCo shall notify RRD or Donnelley Financial GroceryCo of (A) the amount of customer payments that relate to accounts receivable of any member of the RRD GroceryCo Group (“RRD GroceryCo Receivables”) or Donnelley Financial Receivables received by any member of the LSC SnackCo Group on the previous Business Day (such payments, “Misdirected RRD GroceryCo Payments”) or Misdirected Donnelley Financial Payments and in each case, in accordance with the LSC Misdirected Payment Process Policy set forth in Schedule 2.7(b) (the “LSC Misdirected Payment Process Policy”) and (B) the amount of any customer deductions that relate to RRD GroceryCo Receivables made on the previous Business Day against payments owed to any member of the LSC SnackCo Group (such deductions, “Misdirected RRD GroceryCo Deductions”) in each case, in accordance with the LSC Misdirected Payment Process Policy, (iii) Donnelley Financial shall notify RRD or LSC of (A) the RRD Receivables or LSC Receivables received by any member of the Donnelley Financial Group, Misdirected RRD Payments or Misdirected Donnelley Financial Payments and (B) the amount of any customer deductions that relate to RRD Receivables or LSC Receivables made against payments owed to any member of the Donnelley Financial Group in each case, in accordance with the Donnelley Financial Misdirected Payment Process Policy set forth in Schedule 2.7(c) (the “Donnelley Financial Misdirected Payment Process Policy”) and (iv) each Party shall remit payment to the applicable Party in accordance with, and on the terms of, the applicable Misdirected Payment Process Policy). Each such notice shall include the name of each applicable customer and the amount of each applicable payment and deduction. (b) As between RRDOn the last day of each calendar month during such three-month period: (i) if the amount of Misdirected GroceryCo Payments during such month plus the amount of Misdirected SnackCo Deductions during such month exceeds the amount of Misdirected SnackCo Payments during such month plus the amount of Misdirected GroceryCo Deductions during such month, LSC and Donnelley Financial (and the members of their respective Groups), except to the extent prohibited by applicable Law, all payments and reimbursements received after the Relevant Time by any Party (or member of its Group) to which another Party (or member of its Group) is entitled under this Agreement other than those covered by Section 2.7(a), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, within fifteen (15) days of receipt by such Party of any such payment or reimbursement, such Party then SnackCo shall pay over, or shall cause the applicable member of its Group to pay over to the other Parties, GroceryCo the amount of such difference and (ii) if the amount of Misdirected SnackCo Payments during such month plus the amount Misdirected GroceryCo Deductions during such month exceeds the amount of Misdirected GroceryCo Payments during such month plus the amount of Misdirected SnackCo Deductions during such month, then GroceryCo shall pay SnackCo the amount of such difference. (c) In the event that after the three-month period following the Distribution, any member of the GroceryCo Group receives a Misdirected SnackCo Payment or any member of SnackCo Group receives a Misdirected GroceryCo Payment, the receiving party shall return such payment to the applicable payor. (d) Subject to Section 4.4(e), during the three-month period following the Distribution, GroceryCo will promptly upon receipt thereof forward to SnackCo any invoice received by any member of the GroceryCo Group and addressed to any member of the SnackCo Group, and SnackCo will promptly upon receipt thereof forward to GroceryCo any invoice received by any member of the SnackCo Group and addressed to any member of the GroceryCo Group (any invoice described in this sentence, a “Misdirected Invoice”). After such three-month period, each of SnackCo and GroceryCo will return any Misdirected Invoices received by a member of their respective Groups to the applicable vendor for correction. (e) This Section 4.4 shall not apply in respect of the parties to the Canadian Transfer Agreement or reimbursement without right to any of setofftheir direct or indirect subsidiaries (including partnerships), the provisions of which agreement shall govern all matters relating to misdirected payments and misdirected invoices as between such Persons.

Misdirected Customer Payments and Deductions. (a) Subject to Schedule 2.7(aSection 4.4(e), Schedule 2.7(b) and Schedule 2.7(c), for so long as Cash Application and Credit Card Processing transition services are in effect between the applicable Parties pursuant to a Transition Services Agreement, on each Business Day during such periodthe three-month period following the Distribution: (i) RRD GroceryCo shall notify LSC or Donnelley Financial SnackCo of (A) the amount of customer payments that relate to accounts receivable of any member of the LSC Group or Donnelley Financial SnackCo Group (“LSC Receivables” and “Donnelley Financial SnackCo Receivables”, respectively) received by any member of the RRD GroceryCo Group on the previous Business Day (such payments, “Misdirected LSC SnackCo Payments” and “Misdirected Donnelley Financial Payments,” respectively) in each case, in accordance with the RRD Misdirected Payment Process Policy set forth in Schedule 2.7(a) (the “RRD Misdirected Payment Process Policy”) and (B) the amount of any customer deductions that relate to LSC Receivables or Donnelley Financial SnackCo Receivables made on the previous Business Day against payments owed to any member of the RRD GroceryCo Group (such deductions, “Misdirected LSC Deductions” and “Misdirected Donnelley Financial SnackCo Deductions”, respectively) in each case, in accordance with the RRD Misdirected Payment Process Policy set forth in Schedule 2.7(a), and (ii) LSC SnackCo shall notify RRD or Donnelley Financial GroceryCo of (A) the amount of customer payments that relate to accounts receivable of any member of the RRD GroceryCo Group (“RRD GroceryCo Receivables”) or Donnelley Financial Receivables received by any member of the LSC SnackCo Group on the previous Business Day (such payments, “Misdirected RRD GroceryCo Payments”) or Misdirected Donnelley Financial Payments and in each case, in accordance with the LSC Misdirected Payment Process Policy set forth in Schedule 2.7(b) (the “LSC Misdirected Payment Process Policy”) and (B) the amount of any customer deductions that relate to RRD GroceryCo Receivables made on the previous Business Day against payments owed to any member of the LSC SnackCo Group (such deductions, “Misdirected RRD GroceryCo Deductions”) in each case, in accordance with the LSC Misdirected Payment Process Policy, (iii) Donnelley Financial shall notify RRD or LSC of (A) the RRD Receivables or LSC Receivables received by any member of the Donnelley Financial Group, Misdirected RRD Payments or Misdirected Donnelley Financial Payments and (B) the amount of any customer deductions that relate to RRD Receivables or LSC Receivables made against payments owed to any member of the Donnelley Financial Group in each case, in accordance with the Donnelley Financial Misdirected Payment Process Policy set forth in Schedule 2.7(c) (the “Donnelley Financial Misdirected Payment Process Policy”) and (iv) each Party shall remit payment to the applicable Party in accordance with, and on the terms of, the applicable Misdirected Payment Process Policy). Each such notice shall include the name of each applicable customer and the amount of each applicable payment and deduction. (b) As between RRDOn the last day of each calendar month during such three-month period: (i) if the amount of Misdirected GroceryCo Payments during such month plus the amount of Misdirected SnackCo Deductions during such month exceeds the amount of Misdirected SnackCo Payments during such month plus the amount of Misdirected GroceryCo Deductions during such month, LSC and Donnelley Financial (and the members of their respective Groups), except to the extent prohibited by applicable Law, all payments and reimbursements received after the Relevant Time by any Party (or member of its Group) to which another Party (or member of its Group) is entitled under this Agreement other than those covered by Section 2.7(a), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, within fifteen (15) days of receipt by such Party of any such payment or reimbursement, such Party then SnackCo shall pay over, or shall cause the applicable member of its Group to pay over to the other Parties, GroceryCo the amount of such difference and (ii) if the amount of Misdirected SnackCo Payments during such month plus the amount Misdirected GroceryCo Deductions during such month exceeds the amount of Misdirected GroceryCo Payments during such month plus the amount of Misdirected SnackCo Deductions during such month, then GroceryCo shall pay SnackCo the amount of such difference. (c) In the event that after the three-month period following the Distribution, any member of the GroceryCo Group receives a Misdirected SnackCo Payment or any member of SnackCo Group receives a Misdirected GroceryCo Payment, the receiving party shall return such payment to the applicable payor. (d) Subject to Section 4.4(e), during the three-month period following the Distribution, GroceryCo will promptly upon receipt thereof forward to SnackCo any invoice received by any member of the GroceryCo Group and addressed to any member of the SnackCo Group, and SnackCo will promptly upon receipt thereof forward to GroceryCo any invoice received by any member of the SnackCo Group and addressed to any member of the GroceryCo Group (any invoice described in this sentence, a “Misdirected Invoice”). After such three-month period, each of SnackCo and GroceryCo will return any Misdirected Invoices received by a member of their respective Groups to the applicable vendor for correction. (e) This Section 4.4 shall not apply in respect of the parties to the Canadian Transfer Agreement or reimbursement without right to any of setofftheir direct or indirect subsidiaries (including partnerships), the provisions of which agreement shall govern all matters relating to misdirected payments and misdirected invoices as between such Persons.