(and the expiration date of
such period during which notice is required to be given or action taken) shall
be the next day which is a Business Day.
15.7 Further Cooperation. From and after the Closing, Seller and Buyer shall
execute and deliver, or shall cause to be executed and delivered, from time to
time such further instruments of conveyance and transfer, and shall take such
other actions as Seller or Buyer may reasonably request, to convey and deliver
the Assets to Buyer, to perfect Buyer's title thereto and to accomplish the
orderly transfer of the Assets to Buyer in the manner contemplated by this
Agreement, including (a) the sending of notices by Buyer to the counterparties
of Leases and Applicable Contracts where the terms of such Lease or Applicable
Contract require such notices to also be executed by Seller in order to
effectuate the transfer of such Asset to Buyer and (b) providing assistance to
Buyer in connection with the integration of the Assets into Buyer's business,
including matters with respect to the operation and maintenance of the Assets
and matters reasonably incidental thereto. If any Party receives monies
belonging to the other Party or for which such other Party is entitled hereunder
or under any Transaction Document, such amount shall promptly be paid over to
the proper Party. If an invoice or other evidence of an obligation is received
by a Party and such obligation is partially an obligation of both Seller and
Buyer, then the Parties shall consult with each other and each Party shall
promptly pay its respective portion of such obligation or Liability to the
applicable obligee.
15.8 Recordation of Documents. Without limitation of anything to the contrary
set forth in this Agreement, promptly after the Closing, Buyer shall record all
assignments of state Leases executed at the Closing, if any, in the records of
the applicable Governmental Authority.
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15.9 Entire Agreement; Conflicts.
(a) THIS AGREEMENT, THE EXHIBITS AND SCHEDULES HERETO, THE CONFIDENTIALITY
AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT COLLECTIVELY CONSTITUTE THE ENTIRE
AGREEMENT AMONG SELLER AND BUYER PERTAINING TO THE SUBJECT MATTER HEREOF AND
SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS,
WHETHER ORAL OR WRITTEN, OF SELLER AND BUYER PERTAINING TO THE SUBJECT MATTER
HEREOF.
(b) SUBJECT TO AND WITHOUT LIMITATION OF SECTION 10.3, THERE ARE NO WARRANTIES,
REPRESENTATIONS OR OTHER AGREEMENTS AMONG SELLER AND BUYER RELATING TO THE
SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT, AND NEITHER SELLER NOR BUYER SHALL BE BOUND BY OR
LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT OR STATEMENTS OF
INTENTION NOT SO SET FORTH. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND
PROVISIONS OF THIS AGREEMENT AND THE TERMS AND PROVISIONS OF ANY EXHIBIT OR
SCHEDULE HERETO, THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND
CONTROL; PROVIDED, HOWEVER, THAT THE INCLUSION IN ANY OF THE EXHIBITS OR
SCHEDULES HERETO OF TERMS AND PROVISIONS NOT ADDRESSED IN THIS AGREEMENT SHALL
NOT BE