calendar days following the Closing Date, will) make such payments out of their
own funds and reimburse themselves out of future Proceeds or otherwise seek
reimbursement from Seller.
(d) During the Collection Period, prior to the 15th day of each
calendar month (commencing with the calendar month following the month in which
the Closing occurs), Purchasers will deliver to Seller a statement setting
forth in reasonable detail the amount of Proceeds collected by Purchasers
during the preceding calendar month and the amount thereof applied by
Purchasers to the payment of Pre-Closing Payables, and will concurrently remit
to Seller an amount equal to the amount, if any, by which such collections
exceeded such payments.
(e) Seller and Purchasers will cooperate in all matters necessary
or appropriate to carry out fully the purposes and intent of this Section 9.7.
Without limiting the generality or effect of the preceding sentence, (i) Seller
hereby authorizes Purchasers to collect and receive all payments in respect of
Pre-Closing Receivables during the Collection Period and to receive and open
all mail and other communications relating to the Businesses received by
Purchasers, (ii) prior to the expiration of the Collection Period, Seller will
use reasonable efforts to cause all payments, correspondence and other
communications in respect of or relating to the Pre-Closing Receivables and
Pre-Closing Payables to be delivered or directed to Purchasers, and (iii)
Seller hereby authorizes Purchasers, at all times during the Collection Period,
to endorse, without recourse, the name of Seller on any check or other evidence
of payment received by Purchasers on account of any Pre-Closing Receivables.
(f) From and after the expiration of the Collection Period,
Purchasers will (i) use reasonable efforts to cause all payments,
correspondence and other communications in respect of or relating to the
Pre-Closing Receivables to be delivered or directed to Seller and (ii) promptly
forward or remit to Seller, in the form received, such payments and
correspondence thereafter received by Purchasers.
X. MISCELLANEOUS PROVISIONS
10.1. Notices. All notices and other communications required or
permitted hereunder will be in writing and, unless otherwise provided in this
Agreement, will be deemed to have been duly given when delivered in person or
when dispatched by electronic facsimile transfer (confirmed in writing by mail
simultaneously dispatched) or one business day after having been dispatched by
a nationally recognized overnight courier service to the appropriate party at
the address specified below: