CONSENT IS OBTAINED OR SUCH NON-ASSIGNABLE ASSET
OTHERWISE BECOMES ASSIGNABLE OR ABLE TO BE NOVATED, SELLER SHALL PROMPTLY ASSIGN
ITS RIGHTS AND OBLIGATIONS THEREUNDER TO BUYER, WITHOUT PAYMENT OF FURTHER
CONSIDERATION THEREFOR, AND BUYER SHALL, WITHOUT THE PAYMENT OF ANY FURTHER
CONSIDERATION THEREFOR, ASSUME ALL SUCH RIGHTS AND OBLIGATIONS, IN WHICH CASE
SUCH NON-ASSIGNABLE ASSET SHALL THEREAFTER CONSTITUTE AN ACQUIRED ASSET (AND
LIABILITIES THEREUNDER SHALL CONSTITUTE ASSUMED LIABILITIES) FOR ALL PURPOSES
UNDER THIS AGREEMENT.
SELLER SHALL NOT REQUEST ANY RELEASE OF ITS OBLIGATIONS
FOR ANY ASSUMED LIABILITIES
18
FROM ANY PERSON WITHOUT BUYER'S PRIOR WRITTEN CONSENT, WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
7.2
PRORATIONS; POST-CLOSING RECEIPTS.
(A)
ON AND AFTER THE CLOSING DATE, THE PARTIES WILL COOPERATE TO
PRORATE THE RECEIPTS AND EXPENSES SET FORTH ON SCHEDULE 7.2(A) AND ANY OTHER
MUTUALLY AGREED UPON OPERATING EXPENSES (COLLECTIVELY, "APPORTIONABLE
EXPENSES").
THE APPORTIONABLE EXPENSES SHALL BE APPORTIONED ON A PER DIEM BASIS
IN ACCORDANCE WITH THE PRINCIPLE THAT APPORTIONABLE EXPENSES RELATED TO OR
ARISING FROM TIME PERIODS ON OR PRIOR TO THE CLOSING DATE WILL BE BORNE BY
SELLER AND APPORTIONABLE EXPENSES RELATED TO OR ARISING FROM TIME PERIODS AFTER
THE CLOSING DATE WILL BE BORNE BY BUYER.
THE AMOUNT OF APPORTIONABLE EXPENSES
THAT CAN BE DETERMINED ON THE CLOSING DATE WILL BE FIXED AND THE RESPECTIVE
OBLIGATIONS OF THE PARTIES DETERMINED ACCORDINGLY ON THE CLOSING DATE.
IF ANY
APPORTIONABLE EXPENSES CANNOT BE PRORATED OR DETERMINED AS OF THE CLOSING DATE
THEN IT SHALL BE SEPARATELY PRORATED, DETERMINED AND PAID BY THE RESPONSIBLE
PARTY AS SOON AS PRACTICABLE FOLLOWING THE CLOSING DATE.
IF ANY OF THE
FOREGOING PRORATION AMOUNTS CANNOT BE DETERMINED AS OF THE CLOSING DATE DUE TO
FINAL BILLS THEREFOR NOT BEING ISSUED AS OF THE CLOSING DATE, THE PARTIES WILL
PRORATE SUCH ITEMS AS AND WHEN THE ACTUAL BILLS THEREFOR ARE ISSUED TO THE
APPROPRIATE PARTY.
THE PARTY OWING AMOUNTS TO THE OTHER BY MEANS OF SUCH
PRORATIONS SHALL PAY THE SAME WITHIN THIRTY DAYS FOLLOWING SUCH PRORATION.
(B)
IF, FOLLOWING THE CLOSING DATE, A PARTY RECEIVES ANY PROPERTY OR
PAYMENT BELONGING TO THE OTHER PARTY, SUCH PARTY WILL IMMEDIATELY FORWARD SUCH
PROPERTY OR PAYMENT TO THE APPROPRIATE PARTY IN THE FORM SUCH PAYMENT OR
PROPERTY WAS RECEIVED.
TO THE EXTENT BUYER RECEIVES ANY MAIL OR PACKAGES
ADDRESSED TO SELLER AND DELIVERED TO BUYER PRIOR TO DECEMBER 31, 2006, THAT
BUYER HAS REASONABLY DETERMINED (FOLLOWING INSPECTION OR OTHERWISE) DO NOT
PRIMARILY RELATE TO THE BUSINESS, BUYER SHALL PROMPTLY DELIVER SUCH MAIL OR
PACKAGES TO SELLER.
7.3
TRANSFER TAXES.
SELLER AND BUYER SHALL EQUALLY BEAR ALL STATE AND
LOCAL SALES, TRANSFER OR SIMILAR TAXES AND ALL RECORDING COSTS AND FEES, HOWEVER
STYLED OR DESIGNATED, THAT ARE REQUIRED TO BE PAID IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, REGARDLESS OF THE PARTY UPON WHICH
SUCH AMOUNTS WOULD HAVE BEEN IMPOSED ABSENT THIS PROVISION.
THE PARTIES SHALL
COOPERATE WITH EACH OTHER TO THE EXTENT REASONABLY REQUESTED AND LEGALLY
PERMITTED TO MINIMIZE ANY SUCH TAXES.
THE