Pre-Billed Amount definition
Pre-Billed Amount means (i) the pro rata amount of all invoices billed by Seller, but not paid as of the Closing Date with respect to annual support services to be performed by the Seller for the period following the Closing Date, which pro rata amount shall be equal to the total amount of an invoice multiplied by a fraction, the numerator of which is the number of days in the billing period after the Closing Date, and the denominator of which is the total number of days in the billing period, and (ii) the pro rata amount of all amounts paid to the Seller (other than with respect to invoices included in clause (i) of this sentence) prior to the Closing with respect to annual support services to be performed by the Seller for the periods following the Closing Date, such pro rata amount shall be equal to the total amount paid multiplied by a fraction, the numerator of which is the number of days in the billing period after the Closing Date, and the denominator of which is the number of days in the billing period. Seller shall have and retain the sole and exclusive right to receive and retain the Pre-Billed Amount, which the Parties estimate would be approximately $600,000 if the Closing Date were to occur on June 30, 2005. No adjustment will be made to the Purchase Price if the Pre-Billed Amount at the Closing Date is equal to, or less than $600,000. A schedule of the Pre-Billed amounts as of the Closing Date will be prepared by Seller for the Closing. The Pre-Billed Amount shall not include any License Fees or Other Fees due with respect to New Seller Agreements (as such terms are defined in subparagraph (b) below). In the event that the Pre-Billed Amount is more than $600,000 on the Closing Date, the Purchase Price will be reduced by the amount by which the Pre-Billed Amount exceeds $600,000. In addition to its rights set out below, Purchaser acknowledges and agrees that with respect to any Pre-Billed Amounts or other amounts set out in subparagraph (b) below that have been invoiced by Seller, but not paid by any Licensee or other party, Seller shall have and retain the right to proceed against such party for collection of any unpaid amounts, and Purchaser will reasonably cooperate with Seller in connection with any action or proceeding brought to enforce Seller's rights hereunder.
Pre-Billed Amount means the pro rata amount of all invoices billed by the Division with respect to services to be performed by the Division for the periods following the Closing Date, such pro rata amount shall be equal to the total amount of an invoice multiplied by a fraction, the numerator of which is the number of days in the billing period after the Closing Date, and the denominator of which is the total number of days in the billing period.