Courses In Progress. The Sellers and/or Buyer, as applicable, shall make the following calculations in respect of the obligations incurred by students who are enrolled in courses that are in progress as of the Closing Date ("Courses In Progress"): 5.2.1 At the Closing, the Sellers and Buyer shall calculate the total course revenues attributable to Courses In Progress ("Total Course Revenues"). Total Course Revenues shall include all payments collected by the Sellers before the Closing with respect to Courses In Progress, plus all remaining amounts due from students for Courses In Progress. The Sellers and Buyer shall allocate the Total Course Revenues in accordance with Franchisor's Statement of Inter-Franchise Transfer Policy (the "Transfer Policy"), as if the students enrolled in Courses In Progress were "transfer students" under the Transfer Policy. If the payments collected by the Sellers before the Closing exceed the amount allocated to the Sellers under the Transfer Policy, the amount of the excess shall be deducted from the Closing Date payment under Section 4. 1. If the payments collected by the Sellers before the Closing are less than the amount allocated to the Sellers under the Transfer Policy, Buyer shall pay the amount of the shortfall to the Sellers after the Closing as course revenues are collected from students. 5.2.2 On [DATE SIX MONTHS FROM CLOSING DATE], the Sellers shall pay to Buyer the amount by which the then-uncollected amounts due from students for Courses In Progress exceed two percent (2%) of the Total Course Revenues calculated by the Sellers and Buyer at Closing under Section 5. 2.1. Buyer shall use commercially reasonable efforts after the Closing to attempt to collect all course revenues. The Stockholders shall assist Buyer in such collection efforts, provided that, after [DATE SIX MONTHS FROM THE CLOSING DATE], the Sellers and the Stockholders shall not contact students without prior authorization by Buyer, which shall not be unreasonably withheld.
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Courses In Progress. The Sellers and/or Buyer, as applicable, shall make the following calculations in respect of the obligations incurred by students who are enrolled in courses that are in progress as of the Closing Date ("Courses In Progress"):
5.2.1 At the Closing, the Sellers and Buyer shall calculate the total course revenues attributable to Courses In Progress ("Total Course Revenues"). Total Course Revenues shall include all payments collected by the Sellers before the Closing with respect to Courses In Progress, plus all remaining amounts due from students for Courses In Progress. The Sellers and Buyer shall allocate the Total Course Revenues in accordance with Franchisor's Statement of Inter-Franchise Transfer Policy (the "Transfer Policy"), as if the students enrolled in Courses In Progress were "transfer students" under the Transfer Policy. If the payments collected by the Sellers before the Closing exceed the amount allocated to the Sellers under the Transfer Policy, the amount of the excess shall be deducted from the Closing Date payment under Section 4.
1. If the payments collected by the Sellers before the Closing are less than the amount allocated to the Sellers under the Transfer Policy, Buyer shall pay the amount of the shortfall to the Sellers after the Closing as course revenues are collected from students.
5.2.2 On [DATE SIX MONTHS FROM CLOSING DATE]the date which is six months from Closing Date, the Sellers shall pay to Buyer the amount by which the then-uncollected amounts due from students for Courses In Progress exceed two percent (2%) of the Total Course Revenues calculated by the Sellers and Buyer at Closing under Section 5.
2.1. Buyer shall use commercially reasonable efforts after the Closing to attempt to collect all course revenues. The Stockholders shall assist Buyer in such collection efforts, provided that, after [DATE SIX MONTHS FROM THE CLOSING DATE]the date which is six months from the Closing Date, the Sellers and the Stockholders shall not contact students without prior authorization by Buyer, which shall not be unreasonably withheld.
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