Seller Parent Closing Revenue Run-Rate definition

Seller Parent Closing Revenue Run-Rate means the aggregate Revenue Run-Rate calculated as of the fifth Business Day prior to the last Business Day of the calendar month ending immediately prior to the Closing Date for all accounts of any Client that is (a) an account that is the subject of a General Account Advisory Agreement and (b) any Seller Parent product set forth on Schedule 1.8 of the Seller Disclosure Schedule invested in a Company Group product set forth therein; provided that the Seller Parent Closing Revenue Run-Rate shall not include any Revenue Run-Rate attributable to (a) any account for which Seller Parent or one of Affiliates acts as an ERISA fiduciary or (ii) any account that is subject to a General Account Advisory Agreement after the time that such General Account Advisory Agreement is terminated for any reason by either party thereto.

Related to Seller Parent Closing Revenue Run-Rate