Ceding Company shall remedy all statutory reserve deficiencies required to be remedied under Applicable Law to the reasonable satisfaction of Reinsurer, and Ceding Company shall transfer cash to Reinsurer on or before the Post-Closing Payment Date to remediate such statutory reserves deficiencies.
Except with respect to any disputes, which shall be fully and finally resolved using the procedures set forth in Section 1.5(d) above, on the Post-Closing Payment Date, Reinsurer shall cause Administrator to redeem assets from the Separate Account and forward the cash to Ceding Company or Ceding Company shall contribute cash to the Separate Account equal to the Separate Account True-Up Amount.
Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.
The Seller Representative may direct the Buyer to satisfy any of the Seller's obligations under this Section 12.8 at the Closing, in which case the First Post-Closing Payment shall be reduced by a corresponding amount.
The Purchaser and the Escrow Agent may rely on the Post-Closing Payment Allocation Certificate, and no Seller shall have any claims against the Purchaser or the Escrow Agent as a result of any inaccuracies or misstatements therein.