AND RECORDS, UNLESS NOTIFIED BY PURCHASER AT LEAST
SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF SUCH THREE (3) YEAR PERIOD THAT
PURCHASER WISHES TO RETAIN SUCH BOOKS AND RECORDS, IN WHICH CASE PURCHASER SHALL
BE PERMITTED, AT ITS SOLE COST AND EXPENSE, TO REMOVE ALL OR ANY PART OF SUCH
BOOKS AND RECORDS.
ADDITIONALLY, SELLER SHALL HAVE ACCESS TO THE BOOKS AND
RECORDS ACQUIRED BY PURCHASER FOR THE PERIOD COMMENCING ON THE CLOSING DATE AND
ENDING THREE (3) YEARS FROM THE CLOSING DATE FOR ANY PROPER PURPOSE RELATING TO
THE OPERATION OF ITS BUSINESS PRIOR TO THE CLOSING DATE.
FOLLOWING THE CLOSING,
SELLER SHALL PROMPTLY PROVIDE PURCHASER WITH ANY NOTICES OR OTHER DOCUMENTS
RECEIVED BY SELLER RELATING TO THE BUSINESS.
(B)
FROM AND AFTER THE CLOSING DATE, SELLER SHALL COOPERATE WITH
PURCHASER AND ITS AFFILIATES AND REPRESENTATIVES, AND SHALL EXECUTE AND DELIVER
SUCH DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS PURCHASER MAY REASONABLY REQUEST,
FOR THE PURPOSE OF EVIDENCING THE ACQUISITION AND PUTTING PURCHASER IN
POSSESSION AND CONTROL OF ALL OF THE TRANSFERRED ASSETS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, FROM AND AFTER THE CLOSING DATE, SELLER SHALL
PROMPTLY REMIT TO PURCHASER ANY FUNDS THAT ARE RECEIVED BY SELLER AND THAT ARE
INCLUDED IN, OR THAT REPRESENT PAYMENT OF RECEIVABLES INCLUDED IN, THE
TRANSFERRED ASSETS.
PURCHASER SHALL PROMPTLY REMIT TO SELLER ANY FUNDS THAT ARE
RECEIVED BY PURCHASER AND THAT ARE INCLUDED IN THE EXCLUDED ASSETS.
SELLER: (I)
HEREBY IRREVOCABLY AUTHORIZES PURCHASER, AT ALL TIMES ON AND AFTER THE CLOSING
DATE, TO ENDORSE IN THE NAME OF SELLER ANY CHECK OR OTHER INSTRUMENT THAT IS
MADE PAYABLE TO SELLER AND THAT REPRESENTS FUNDS INCLUDED IN, OR THAT REPRESENTS
THE PAYMENT OF ANY RECEIVABLE INCLUDED IN, THE TRANSFERRED ASSETS; AND (II)
HEREBY IRREVOCABLY NOMINATES, CONSTITUTES AND APPOINTS PURCHASER AS THE TRUE AND
LAWFUL ATTORNEY-IN-FACT OF SELLER (WITH FULL POWER OF SUBSTITUTION) EFFECTIVE AS
OF THE CLOSING DATE, AND HEREBY AUTHORIZES PURCHASER, IN THE NAME OF AND ON
BEHALF OF SELLER, 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 PURCHASER MAY DEEM
APPROPRIATE FOR THE PURPOSE OF (A) COLLECTING, ASSERTING, ENFORCING OR
PERFECTING ANY CLAIM, RIGHT OR INTEREST OF ANY KIND THAT IS INCLUDED IN OR
RELATES TO ANY OF THE TRANSFERRED ASSETS, (B) DEFENDING OR COMPROMISING ANY
CLAIM OR LEGAL PROCEEDING RELATING TO ANY OF THE TRANSFERRED ASSETS, OR
(C) OTHERWISE
37
CARRYING OUT OR FACILITATING THE ACQUISITION.
THE POWER OF ATTORNEY REFERRED TO
IN THE PRECEDING SENTENCE IS AND SHALL BE COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE, AND SHALL SURVIVE THE DISSOLUTION OR INSOLVENCY OF SELLER.
PURCHASER SHALL GIVE PROMPT NOTICE IN REASONABLE DETAIL TO SELLER OF ANY ACTION
TAKEN BY PURCHASER UNDER THE FOREGOING CLAUSE (II) OF THIS SECTION 10.4,
INCLUDING COPIES OF ANY DOCUMENTS EXECUTED BY PURCHASER UNDER SUCH CLAUSE (II).
ARTICLE 11
GENERAL PROVISIONS
11.1
APPLICABLE LAW.