Common use of Post-Closing Payments Clause in Contracts

Post-Closing Payments. The Buyer and the Sellers acknowledge and --------------------- agree that the Buyer shall establish a new Agent ID with respect to each cellular service agreement assumed. Except for the Assumed Liabilities, the Sellers will retain and discharge in a timely manner all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period prior to and including the Closing Date and the Buyer shall be responsible for all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent to the Closing Date. If at any time the Buyer receives any consideration for a receivable of the Seller for the period prior to the Closing or the Sellers receive any consideration on any receivable of the Buyer, the recipient shall forward such receipts to the appropriate party on a weekly basis. In addition, after the Closing Date, (i) if invoices are received by the Buyer that are the responsibility of the Sellers hereunder, the Buyer will accumulate and deliver such invoices to the Sellers on a weekly basis for payment by the Seller, and (ii) if invoices are received by the Sellers that are the responsibility of the Buyer hereunder, the Sellers will accumulate and deliver such invoices to the Buyer on a weekly basis for payment.

Post-Closing Payments. The Buyer From and after the Sellers acknowledge Closing, Parent shall promptly (and --------------------- agree that the Buyer shall establish a new Agent ID with respect in any event within three Business Days after receipt) pay or cause to be paid to each cellular service agreement assumed. Except Stockholder that delivers a completed and duly executed Letter of Transmittal and all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by the Assumed LiabilitiesLetter of Transmittal) to Parent at any time after the Closing Date, the Sellers will retain and discharge in a timely manner all bills, obligations, indebtedness amount (without interest) that would have been payable to such Stockholder pursuant to Section 2.11(a) if such Stockholder had delivered such documents on or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period prior to and including the Closing Date and the Buyer shall be responsible for all bills, obligations, indebtedness or other liabilities (including without limitation chargeback, return and warranty obligations) due, accrued or incurred in connection with the ownership of the Acquired Assets or the operation and/or maintenance of the Acquired Assets and the Business for the period subsequent to the Closing Date. If at any time the Buyer receives any consideration for a receivable Any payments of the Seller for Escrow Distributions, the period prior Representative Holdback Surplus and any other amounts (including payments of any Final Adjustment Surplus) (any such payment, an “Additional Payment”) to be made to the Stockholders following the Closing or shall be made to the Sellers receive Stockholders pro rata according to each Stockholder’s Distribution Percentage. Prior to the making of any consideration on any receivable Additional Payment, Parent shall request from the Representative, and the Representative shall provide to Parent, a true and complete schedule of the Buyer, the recipient amounts to be paid to each Stockholder as a result of each of their Distribution Percentages. All payments pursuant to this Section 2.11(c) shall forward such receipts be made to the appropriate party on a weekly basisapplicable Stockholder by wire transfer of immediately available funds to the account or accounts designated in such Stockholder’s Letter of Transmittal or such other account or accounts as the Stockholder has designated to Parent in writing. In additionNotwithstanding the foregoing, after any Escrow Distributions that are to be distributed to the Closing Date, (i) if invoices are received Stockholders under the terms of the Escrow Agreement shall be made by the Buyer that are Escrow Agent in lieu of Parent in accordance with the responsibility of the Sellers hereunder, the Buyer will accumulate and deliver such invoices to the Sellers on a weekly basis for payment by the SellerEscrow Agreement, and (ii) if invoices are received by the Sellers that are Representative shall provide the responsibility of the Buyer hereunder, the Sellers will accumulate and deliver such invoices to the Buyer on Escrow Agent with a weekly basis for paymentwritten instruction specifying each Stockholder’s Distribution Percentage or specific amount.