Definition of Post-Closing Wind-Down Amount

Post-Closing Wind-Down Amount means cash in the amount of $500,000 to be used by Seller to satisfy administrative expenses and priority claims incurred by the Debtors in the wind-down of their estates, the payment of such expenses and claims shall be paid by Seller after providing five (5) Business Days' prior notice to Purchaser with opportunity for Purchaser to (i) object to such payment to Seller or (ii) file an objection to such payment with the Bankruptcy Court (it being understood and agreed that (i) if an objection to a payment is timely made, such payment shall not be made unless and until approved by the Bankruptcy Court; and (ii) no payment shall be made to any shareholder or debtholder of Seller or any of their Affiliates.8
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