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.

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.

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.