Post-Closing Apportionment Sample Clauses

Post-Closing Apportionment. Except to the extent expressly set forth herein, Seller, Buyer Parent and Buyer shall cooperate to ensure that, except for User Advances with respect to the Purchased Assets, (i) all amounts arising under or with respect to the Purchased Assets transferred at the Closing which are receivable or payable with respect to the period prior to the Effective Time on the Closing Date, are received or paid by, and are for the account of Seller and (ii) all amounts arising under or with respect to Purchased Assets transferred at the Closing which are receivable or payable with respect to the period following the Effective Time on the Closing Date, are received or paid by, and are for the account of, Buyer. If after the Effective Time, Buyer Parent, Buyer or any of their respective Affiliates shall receive from any User any amounts on account of User Advances that were not paid by such User to Seller prior to the Effective Time, Buyer shall (and Buyer Parent shall cause Buyer to) promptly give written notice to Seller of Buyer’s or its Affiliates’ receipt of such amounts and promptly (and in any event within five (5) days of receipt thereof) remit such amounts to Seller by wire transfer of immediately available funds to an account designated by Seller.