Post-Closing Payments means an aggregate amount equal to the product of (x) THREE MILLION DOLLARS ($3,000,000) multiplied by (y) a fraction (i) the numerator of which is the number of days during the period from August 1, 2013 to the Closing Date (including both August 1, 2013 and the Closing Date) and (ii) the denominator of which is thirty one (31).
The Post-Closing Payments (if any) payable pursuant to this Section 2.8 shall be subject to reduction for (i) claims for indemnification made by Buyer pursuant to Article X, which are finally determined pursuant to Section 10.6 to be due and owing to Buyer and (ii) breach of Sellers obligation to use the cash in the Development Bank Account exclusively for Development Costs during the Seller Expense Period as required by Section 8.7(c).
Delivery of the Post-Closing Payments shall be accompanied by reasonably detailed statements and back-up documentation describing and evidencing the basis for the calculation of the amount of the Post-Closing Payment, and cash payments of the Post-Closing Payments shall be made to each Selling Member or his designee(s) in accordance with written instructions to be provided by the Selling Member.
Seller (on its behalf and on behalf of its subsidiaries) hereby irrevocably assigns to Purchaser, subject to applicable law, all right, title and interest it may have in respect of such Post-Closing Payments and hereby agrees to remit to Purchaser such Post-Closing Payments within ten (10) business days after its receipt thereof.
Andre shall repay the amounts due under such promissory note in full on the first business day following the Closing by directing Buyer to pay to the Company, out of the First Per Share Post-Closing Payments to be paid to her, an amount equal to the amount payable to the Company under such promissory note).
Furthermore, Seller and Purchaser understand and agree that all payments by third party payors in respect of such licensed provider numbers for goods and services provided on and after the Effective Time ("Post-Closing Payments") shall be solely for the account of Purchaser.