Common use of Post-Closing Payments Clause in Contracts

Post-Closing Payments. The Buyer and the Sellers acknowledge and --------------------- agree that the Buyer shall establish a new Agent ID with respect to each cellular service agreement assumed. Except for the Assumed Liabilities, the Sellers will retain and discharge in a timely manner all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period prior to and including the Closing Date and the Buyer shall be responsible for all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent to the Closing Date. If at any time the Buyer receives any consideration for a receivable of the Seller for the period prior to the Closing or the Sellers receive any consideration on any receivable of the Buyer, the recipient shall forward such receipts to the appropriate party on a weekly basis. In addition, after the Closing Date, (i) if invoices are received by the Buyer that are the responsibility of the Sellers hereunder, the Buyer will accumulate and deliver such invoices to the Sellers on a weekly basis for payment by the Seller, and (ii) if invoices are received by the Sellers that are the responsibility of the Buyer hereunder, the Sellers will accumulate and deliver such invoices to the Buyer on a weekly basis for payment.

Post-Closing Payments. The As further consideration for the sale of the Customer Assets to Buyer: (a) upon the delivery to Buyer of a full production set of the assets set forth on Section 1.1(d) of the Transfer List, and the Sellers acknowledge installation of such assets along with the software required to operate such assets (including all application server, web server, and --------------------- agree database software referenced in the Transfer List and any other software currently in place to operate these assets) so that the assets are operational in substantially the form, fit and function in which they operated at Seller's facility as of November 30, 2001 (provided that such delivery and installation, and corresponding payment, will occur within sixty (60) days of the Closing), Buyer shall establish a new Agent ID with respect pay to each cellular service agreement assumed. Except for the Assumed Liabilities, the Sellers Seller $400,000 by wire transfer of immediately available funds to such bank account as Seller shall have directed Buyer in writing; Buyer will retain and discharge pay reasonable shipping costs provided that Buyer approves such costs in a timely manner all bills, obligations, indebtedness advance (Buyer's approval not to be unreasonably withheld or other liabilities delayed); (including without limitation chargeback, return and warranty obligationsb) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period prior to and including the Closing Date and the Buyer shall be responsible for all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent to the Closing Date. If at any time the Buyer receives any consideration for a receivable of the Seller for the period prior to the Closing or the Sellers will receive any consideration on any receivable of the Buyer, the recipient shall forward such receipts to the appropriate party on a weekly basis. In addition, after the Closing Date, FreeMerchant Receipts as follows: (i) if invoices are received by the Buyer that are the responsibility for so long as Seller remains merchant of the Sellers hereunder, the Buyer will accumulate and deliver such invoices record to the Sellers FreeMerchant Subscribers, Seller will pay to Buyer all FreeMerchant Receipts on a weekly basis each Monday for payment by the Seller, and prior Wednesday through Tuesday week; (ii) if invoices are received each payment of FreeMerchant Receipts pursuant to Section 1.5(b)(i) above (each, a "Free Merchant Receipts Payment") will be accompanied by a report that is substantially similar to the Sellers that are reports produced by Seller prior to Closing (as defined below) setting forth the responsibility calculation of the FreeMerchant Subscription Receipts and FreeMerchant Non-Subscription Receipts for the applicable period in reasonable detail (including the allocation of FreeMerchant Non-Subscription Receipts earned by Seller prior to Closing); and (iii) for so long as Buyer hereunderis the merchant of record to the FreeMerchant Subscribers, Buyer will collect and retain all FreeMerchant Receipts; within fifteen (15) days following the end of the applicable calendar month Buyer will deliver to Seller a report that is substantially similar to the reports produced by Seller prior to Closing setting forth the calculation of the FreeMerchant Receipts for the applicable month in reasonable detail (including the allocation of FreeMerchant Non-Subscription Receipts earned by Seller prior to Closing). (c) Seller will receive the Earnout Payment as follows: (i) for each month from January 2002 through March 2002, inclusive, Buyer will pay to Seller [*] (the "First Earnout Payment") by wire transfer of immediately available funds to such bank account as Seller shall have directed Buyer in writing, provided that [*]; (ii) for each month from April 2002 through October 2002, inclusive, Buyer will pay to Seller $[*] (the "Second Earnout Payment" and, together with the First Earnout Payment, the Sellers "Earnout Payment") by wire transfer of immediately available funds to such bank account as Seller shall have directed Buyer in writing, provided [*]; (iii) Buyer will accumulate pay to Seller [*] of all FreeMerchant Revenue in excess of $[*] recognized during a calendar month and Seller may withhold such amount from the FreeMerchant Receipts Payment, if applicable; (iv) If Buyer was the merchant of record during the entire prior month, Buyer will deliver such invoices any amounts due under this Section 1.5(c) within fifteen (15) days following the end of the applicable calendar month; if Seller was the merchant of record during any part of the prior month, Buyer will have no obligation to make any payment under this Section 1.5(c) until five (5) business days after receiving: (1) the Buyer on a weekly basis FreeMerchant Receipts Payment from Seller in full for payment.the applicable month; and (2) Seller's report calculating FreeMerchant Revenue and FreeMerchant Receipts for the applicable month. [*confidential treatment requested]

Post-Closing Payments. The Buyer (a) Following the Closing, as and when any Post-Closing Payments become due and payable after Closing or any member of the Sellers acknowledge and --------------------- agree that the Buyer shall establish a new Agent ID Company Group is required to remit any amounts with respect to each cellular service agreement assumed. Except for the Assumed LiabilitiesClosing Incentive Equity Employer Taxes, Deferred Adjustment Employer Taxes or Deferred Incentive Equity Employer Taxes to the Sellers will retain appropriate Government Authority, Buyer shall submit a notice of such obligation to Seller (a “Payment Notice”). (b) At any time after delivery of a Payment Notice to Seller, and discharge in a timely manner all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with making payments of such amounts thereunder, Buyer may provide a unilateral written instruction to the ownership Escrow Agent to release from the Post-Closing Escrow Funds to Buyer an amount equal to the lesser of (A) the Acquired Assets or amount set forth in the operation and/or maintenance Payment Notice and (B) the amount then remaining in the Post-Closing Escrow Fund. Upon receipt of such amount from the Acquired Assets and the Business for the period prior to and including the Closing Date and the Escrow Agent, Buyer shall be responsible promptly use such amount to pay the amount set forth in the applicable Payment Notice. For the avoidance of doubt, Buyer may not submit any written instruction to the Escrow Agent to release any amount from the Post-Closing Escrow Funds to Buyer for all bills, obligations, indebtedness any payment that is not a Post-Closing Payment or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection remittance with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent respect to the Closing Date. If at any time the Buyer receives any consideration for a receivable of the Seller for the period prior to the Closing Incentive Equity Employer Taxes, Deferred Adjustment Employer Taxes or the Sellers receive any consideration on any receivable of the Buyer, the recipient shall forward such receipts Deferred Incentive Equity Employer Taxes to the appropriate party on a weekly basisGovernment Authority. In addition, after For the Closing Date, (i) if invoices are received by the Buyer that are the responsibility avoidance of the Sellers hereunder, the Buyer will accumulate doubt and deliver such invoices notwithstanding anything to the Sellers on contrary set forth herein, ▇▇▇▇▇’s obligation to satisfy such Post-Closing Payments shall be exclusively from the Post-Closing Escrow Amount. (c) No later than December 1, 2023, Buyer and Seller shall provide a weekly basis for joint written instruction to the Escrow Agent to release from the Post-Closing Escrow Funds (y) to Seller an amount equal to the amount remaining in the Post-Closing Escrow Fund (after payment of all amounts payable to Buyer in respect of any Payment Notices) multiplied by the Seller’s Pro Rata Share, and (iiz) if invoices are received to the Company for the account of each Company Award Holder an amount equal to the Post-Closing Escrow Funds (after payment of all amounts payable to Buyer in respect of any Payment Notices and the amount paid to Seller set forth in clause (y) hereof); and the Company shall pay such portions of the Post-Closing Escrow Fund in respect of the Company Award Holders in accordance with their respective Pro Rata Shares through standard payroll procedures or standard independent contractor payment procedures (as applicable) as soon as practicable but in any event no later than the Company’s next regularly scheduled payroll date that is at least ten (10) Business Days following receipt of such portion of the Post-Closing Escrow Funds by the Sellers that are the responsibility of the Buyer hereunder, the Sellers will accumulate and deliver such invoices to the Buyer on a weekly basis for paymentCompany.

Post-Closing Payments. The Buyer (i) If Seller is debited by Visa after the Cut-Off Time for a chargeback in respect of which Seller provided a Cardholder a credit on an Account prior to the Cut-Off Time then (A) Seller agrees to repay to Purchaser the amount of such debit (if and to the Sellers acknowledge extent that such debit has in fact been included in any Purchase Price Adjustment Amount or any Settlement Date Adjustment Amount) and --------------------- agree (B) Purchaser agrees to pay to Seller an amount equal to 78.5% multiplied by the amount of such debit by Visa; (ii) if a check from a Cardholder in payment of amounts owed on an Account, which was credited to such Account prior to the Cut-Off Time, is returned unpaid by the drawee after the Cut-Off Time then (A) Seller agrees to repay to Purchaser the amount of such returned check (if and to the extent that such return payment has in fact been included in any Purchase Price Adjustment Amount or any Settlement Date Adjustment Amount) and (B) Purchaser agrees to pay to Seller an amount equal to 78.5% multiplied by the Buyer shall establish amount of such returned payment; (iii) if Purchaser or Seller provides a new Agent ID credit on an Account pursuant to the Policies and Procedures or the policies and procedures of the Transfer Servicer, as applicable, in compliance with all applicable Requirements of Law and Operating Regulations, with respect to each cellular service agreement assumed. Except for Unauthorized Use of that Account prior to the Assumed LiabilitiesCut-Off Time then Seller agrees to pay to Purchaser the amount of such credit; provided, however, if such credit is reversed then Purchaser agrees to repay the Sellers will retain and discharge Seller the amount paid by the Seller with respect to such credit; (iv) if Purchaser provides a credit on an Account in connection with a timely manner all billstransaction posted before the Cut-Off Time as a result of rights asserted by the Cardholder under 12 CFR §226.12(c) or 12 CFR §226.13(d) then Seller agrees to pay to Purchaser the amount of such credit; provided, obligationshowever, indebtedness if such credit is reversed then Purchaser agrees to repay the Seller the amount paid by the Seller with respect to such credit; (v) if Purchaser provides a credit on an Account or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred any payments in connection with the ownership Class Action Litigation, Seller agrees to pay to Purchaser an amount equal to the full amount of any such credit or such payments; and (vi) if Purchaser provides a credit on an Account, whether initiated by Seller or the Cardholder, with respect to any annual or multi-year membership fee in connection with any Benefit Agreement that the Cardholder entered into prior to May 31, 2003, then Seller agrees to pay to Purchaser an amount equal to the amount of such credit; provided, however, if such credit is reversed then Purchaser agrees to repay the Seller the amount paid by the Seller with respect to such credit. Each of the Acquired Assets or the operation and/or maintenance of the Acquired Assets above events shall be a "Post Closing Payment Event" and the amounts determined above may be netted together to result in either a net amount due to Seller or a net amount due to Purchaser. (b) Any party with knowledge of any facts relating to any Post Closing Payment Event shall provide, or cause to be provided, to the other party written notice and supporting documentation (to the extent available to such party) in a monthly request. Seller or Purchaser, as the case may be, shall, within five (5) Business Days after receipt of such monthly request, reimburse the other party, in immediately available funds, for the amount of said adjustment, together with an additional amount equal to the product of (i) such reimbursed amount, multiplied by (ii) the Federal Funds Rate, divided by (iii) 360, multiplied by the number of days during the period prior to from and including the Closing Date date on which such event occurs through and excluding the Buyer date of reimbursement. Notwithstanding the foregoing, the parties agree that this Section 3.7 shall be responsible for all bills, obligations, indebtedness implemented fairly and equitably so as to avoid the double payment or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred failure to pay any amount which would result in connection with the ownership unjust enrichment of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent any party pursuant to the terms hereof. The payments to be made by Seller or Purchaser under this Section 3.7 shall be referred to as the "Post Closing Date. If at any time the Buyer receives any consideration for a receivable of the Seller for the period prior to the Closing or the Sellers receive any consideration on any receivable of the Buyer, the recipient shall forward such receipts to the appropriate party on a weekly basis. In addition, after the Closing Date, (i) if invoices are received by the Buyer that are the responsibility of the Sellers hereunder, the Buyer will accumulate and deliver such invoices to the Sellers on a weekly basis for payment by the Seller, and (ii) if invoices are received by the Sellers that are the responsibility of the Buyer hereunder, the Sellers will accumulate and deliver such invoices to the Buyer on a weekly basis for paymentPayments."

Post-Closing Payments. The Buyer From and after the Sellers acknowledge Closing, Parent shall promptly (and --------------------- agree that the Buyer shall establish a new Agent ID with respect in any event within three Business Days after receipt) pay or cause to be paid to each cellular service agreement assumed. Except Stockholder that delivers a completed and duly executed Letter of Transmittal and all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by the Assumed LiabilitiesLetter of Transmittal) to Parent at any time after the Closing Date, the Sellers will retain and discharge in a timely manner all bills, obligations, indebtedness amount (without interest) that would have been payable to such Stockholder pursuant to Section 2.11(a) if such Stockholder had delivered such documents on or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period prior to and including the Closing Date and the Buyer shall be responsible for all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent to the Closing Date. If at any time the Buyer receives any consideration for a receivable Any payments of the Seller for Escrow Distributions, the period prior Representative Holdback Surplus and any other amounts (including payments of any Final Adjustment Surplus) (any such payment, an “Additional Payment”) to be made to the Stockholders following the Closing or shall be made to the Sellers receive Stockholders pro rata according to each Stockholder’s Distribution Percentage. Prior to the making of any consideration on any receivable Additional Payment, Parent shall request from the Representative, and the Representative shall provide to Parent, a true and complete schedule of the Buyer, the recipient amounts to be paid to each Stockholder as a result of each of their Distribution Percentages. All payments pursuant to this Section 2.11(c) shall forward such receipts be made to the appropriate party on a weekly basisapplicable Stockholder by wire transfer of immediately available funds to the account or accounts designated in such Stockholder’s Letter of Transmittal or such other account or accounts as the Stockholder has designated to Parent in writing. In additionNotwithstanding the foregoing, after any Escrow Distributions that are to be distributed to the Closing Date, (i) if invoices are received Stockholders under the terms of the Escrow Agreement shall be made by the Buyer that are Escrow Agent in lieu of Parent in accordance with the responsibility of the Sellers hereunder, the Buyer will accumulate and deliver such invoices to the Sellers on a weekly basis for payment by the SellerEscrow Agreement, and (ii) if invoices are received by the Sellers that are Representative shall provide the responsibility of the Buyer hereunder, the Sellers will accumulate and deliver such invoices to the Buyer on Escrow Agent with a weekly basis for paymentwritten instruction specifying each Stockholder’s Distribution Percentage or specific amount.