WIRE
TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO 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,