AN ACCOUNT DESIGNATED BY THE OTHER PARTY.
ARTICLE II
RELATED MATTERS
SECTION 2.1
BOOKS AND RECORDS OF SELLER GROUP
Any books and records that are related to the Business that are not delivered to
Buyer hereunder will be preserved by Seller until at least the third anniversary
of the Closing Date and will be made available (for review and copying at
Buyer's expense of those portions of such books and records related to the
Business) to Buyer and its authorized representatives upon reasonable notice
during normal business hours to the extent reasonably required by Buyer,
including, without limitation, to the extent reasonably required in connection
with audit, accounting, tax, litigation, federal securities disclosure or other
similar needs.
Any books and records that are transferred to Buyer hereunder
will be preserved by Buyer until at least the third anniversary of the Closing
Date and will be made available (for review and copying at Seller's expense) to
Seller and its authorized representatives upon reasonable notice during normal
business hours to the extent reasonably required by Seller, including, without
limitation, to the extent reasonably required in connection with audit,
accounting, tax litigation, federal securities disclosure or other similar
needs.
SECTION 2.2
MAIL AND CHECK HANDLING
(A)
EFFECTIVE AS OF THE CLOSING DATE, BUYER SHALL HAVE THE RIGHT TO OPEN ALL
MAIL AND PACKAGES RECEIVED BY BUYER AND ADDRESSED TO SELLER RELATED TO THE
BUSINESS.
BUYER SHALL PROMPTLY FORWARD TO SELLER ANY MAIL OR PACKAGES NOT
RELATED TO THE BUSINESS.
BUYER AND SELLER AGREE TO PROMPTLY NOTIFY EACH OTHER
OF ANY PHONE CALLS THEY RECEIVE THAT RELATE TO THE OTHER'S BUSINESS.
(B)
AFTER THE CLOSING DATE, BUYER MAY DELIVER TO SELLER ANY CHECKS OR DRAFTS
PAYABLE TO SELLER OR ITS AFFILIATES THAT ARE PROPERLY PAYABLE TO BUYER OR ITS
AFFILIATES, AND SELLER SHALL REIMBURSE BUYER ON A MONTHLY BASIS FOR THE AMOUNTS
COLLECTED FROM SUCH CHECKS OR DRAFTS.
SELLER AGREES THAT IT WILL PROMPTLY
TRANSFER OR DELIVER OR CAUSE TO BE PROMPTLY TRANSFERRED OR DELIVERED TO BUYER OR
ITS DESIGNEE ANY CASH OR OTHER PROPERTY RECEIVED DIRECTLY OR INDIRECTLY BY IT OR
ANY OF ITS AFFILIATES AFTER THE CLOSING THAT ARE PROPERLY THE PROPERTY OF BUYER
OR ITS AFFILIATES.
(C)
FROM AND AFTER THE CLOSING DATE, SELLER GROUP SHALL PROMPTLY REMIT TO
BUYER ANY FUNDS THAT ARE RECEIVED BY SELLER GROUP AND THAT ARE INCLUDED IN OR
THAT REPRESENT THE ASSETS.
SELLER GROUP: (I) HEREBY IRREVOCABLY NOMINATES,
CONSTITUTES AND APPOINTS BUYER AS THE TRUE AND LAWFUL ATTORNEY-IN-FACT OF SELLER
(WITH FULL POWER OF SUBSTITUTION) EFFECTIVE AS OF THE CLOSING DATE, AND HEREBY
AUTHORIZES BUYER, IN THE NAME OF AND ON BEHALF OF EACH MEMBER OF THE SELLER
GROUP, TO EXECUTE, DELIVER, ACKNOWLEDGE, CERTIFY, FILE AND RECORD ANY DOCUMENT,
TO INSTITUTE AND PROSECUTE ANY LEGAL PROCEEDING AND TO TAKE ANY OTHER ACTION (ON
OR AT ANY TIME AFTER THE CLOSING DATE) THAT BUYER MAY DEEM APPROPRIATE FOR THE
PURPOSE OF (I) COLLECTING, ASSERTING, ENFORCING OR PERFECTING ANY CLAIM, RIGHT
OR INTEREST OF ANY KIND THAT