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
37
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 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.
The execution, performance and interpretation of
this Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of
Indiana.
11.2
Jurisdiction; WAIVER OF JURY TRIAL.
The parties agree that the
Bankruptcy Court shall retain exclusive jurisdiction to resolve any controversy
or claim arising out of or relating to this Agreement or the implementation or
the breach hereof.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY