Chargebacks in Excess of Reserve. Any liabilities or -------------------------------- obligations arising from Chargebacks attributable to transactions made prior to Closing to the extent they exceed "Client Funds," "Client Recoveries," and the "Aggregate Allowance for Refunds" at Closing. For purposes of this Agreement, (i) "Aggregate Allowance for Refunds" shall mean the sum of the reserves maintained by the Sellers at Closing for Chargebacks as they relate to credit card and check transaction processing; (ii) "Client Funds" shall mean all funds of any merchants, consumers, or other Persons in the custody or possession of the Acquired Business, which funds the Purchaser has the contractual right to set off against amounts due in respect of Chargebacks; and "Client Recoveries" shall mean amounts received by the Purchaser (net of associated out of pocket collection costs) from the merchant, consumer or other Person with respect to whom a Chargeback was made that are not Client Funds. The Purchaser shall (a) maintain levels of Client Funds and Aggregate Allowance for Refunds in a commercially reasonable manner on a case by case basis, and (b) pursue commercially reasonable collection efforts for a period of 90 days in an attempt to realize Client Recoveries. If the Sellers indemnify the Purchaser pursuant to this Section 9.1.7, the Purchaser shall assign to the Sellers the right to seek recovery from the merchants, consumers or other Persons with respect to whom the indemnified Chargebacks were made.
