Common use of Buyer’s Obligations Clause in Contracts

Buyer’s Obligations. (i) Until all Assigned Approvals have been transferred into the name of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in the operation of the Radiopharmacy Business) that does not, and reasonably would not, adversely affect its ability to have transferred into its name, or obtain for itself, any such Approvals. (ii) Buyer will obtain, promptly on or after the Closing Date, all Approvals required by the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from Seller. (iii) Subject to Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred to Buyer, Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Date. (iv) For the avoidance of doubt, following the date on which all of the Assigned Approvals are transferred, Buyer will be solely responsible for (i) determining the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation of the Radiopharmacy Business and (iii) maintaining all of the Assigned Approvals.

Buyer’s Obligations. (ia) Until all Assigned Approvals have been transferred into Buyer shall maintain the name Premises and, in accordance with Section 4.7, shall not take any actions on the Premises that would cause shading of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner (including SEF or otherwise unreasonably interfere with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in the operation of the Radiopharmacy Business) that does notSEF, and reasonably would not, adversely affect its ability to have transferred into its name, reduce the production of Energy from the SEF or obtain for itself, any such Approvalsdamage or otherwise increase the cost of maintenance of the SEF. (iib) Buyer will obtain, promptly shall provide or assist Seller and its agents and contractors in obtaining convenient access to and from the Interconnection Equipment located on the Premises during normal business hours as is reasonably necessary or after appropriate for Seller to complete the Closing Date, all Approvals required by electrical interconnection to the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from SellerProperty. (iiic) Subject to Buyer shall assist Seller and cooperate with Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred reasonably necessary and appropriate, but at no cost to Buyer, to acquire and maintain the Governmental Approvals required for the construction, operation, maintenance and repair of the SEF’s connection to the Property, including, but not limited to, signing the Interconnection Agreement or any applications or consents for permits, local utility interconnection, SREC creation and verification, and rebate applications as are required to be signed by a person in the position of Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Dateand reasonably approved by Buyer’s counsel. (ivd) For Buyer shall maintain Buyer’s Site Electrical System in good condition and repair so as to be able to receive the avoidance Energy. Buyer will maintain its connection and service contract(s) with Client Agency’s Serving Utility or any successors thereto, so that the SEF may continuously generate and deliver Energy and so that Buyer may procure its full requirements for electricity that are not served by the SEF. (e) Buyer shall not cause, or allow any Person under Buyer’s control to cause the SEF’s equipment on the Premises to be disconnected or shut down, temporarily or otherwise without Seller’s consent, unless in the case of doubt, following emergency or as a result of an event of Force Majeure. In the date event of a disconnect or shut down on which all the Premises of a portion of the Assigned Approvals SEF caused by any Buyer Act, the Parties shall extend the Master PPA pursuant to the terms of Section 8.5, subject to the limits therein. For any losses of Seller that are transferrednot able to be mitigated by the extension of the Master PPA under Section 8.5, Buyer will be solely responsible for (i) determining shall pay the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates amount of any Lost Seller Revenue caused by such a disconnect or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation of the Radiopharmacy Business and (iii) maintaining all of the Assigned Approvalsshut down.

Buyer’s Obligations. (i) Until Buyer agrees: ------------------- 3.6.1 to ascertain and comply with all Assigned Approvals have been transferred into the name applicable laws and regulations and standards of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner industry or professional conduct (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in without limitation the operation FDA and any agency outside of the Radiopharmacy BusinessU.S. which is comparable to the FDA) that does not, and reasonably would not, adversely affect its ability to have transferred into its name, or obtain for itself, any such Approvals. (ii) Buyer will obtain, promptly on or after the Closing Date, all Approvals required by the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from Seller. (iii) Subject to Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred to Buyer, Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Date. (iv) For the avoidance of doubt, following the date on which all of the Assigned Approvals are transferred, Buyer will be solely responsible for (i) determining the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation use, distribution or promotion of the Radiopharmacy Business ATS Nutrient Solution and Licensed Products, including without limitation, those applicable to exportation, importation, product claims, labeling, approvals, registrations and notifications; 3.6.2 to use best efforts, at its sole expense, to obtain and maintain any applicable approvals, authorizations, registrations, notifications or the like, in the United States and any countries where such approvals are legally required, by the appropriate governmental entity or entities with regard to manufacturing , marketing, using, selling, pricing, labeling or otherwise promoting or making claims regarding the ATS Nutrient Solution and/or Licensed Products or their uses or reimbursement therefor in the Marketplace; ATS will reasonably cooperate with these efforts. Buyer shall not file any application or document or conduct any study associated with obtaining or maintaining such approvals, authorities, registrations, notifications or the like without ATS's prior written consent. To the extent allowed by law (i) all approvals, authorizations, registrations, notifications and the like (and all documents, applications and information related thereto) and all rights thereunder or thereto relating to the ATS Nutrient Solution shall be solely owned by and in the name of ATS, and (iiiii) maintaining all approvals, authorizations, registrations, notifications, and the like (and all documents, applications and information related thereto) and all rights thereunder or thereto relating to the Licensed Product shall be solely owned by and in the name of Buyer. Buyer will provide ATS with any information regarding the foregoing that ATS may request reasonably (with English translations); 3.6.3 to immediately notify ATS of any adverse or unexpected results or any actual or potential government action relevant to ATS Nutrient Solution and/or Licensed Products (but in no event later than 24 hours after any such government action) and, if and to the extent requested by ATS in writing, to suspend distribution of the Assigned ApprovalsLicensed Product; provided that should the suspension continue for more than thirty (30) days, [** ]; 3.6.4 to keep (and make reasonably available for ATS's use and copying) for five years after termination of this Agreement (or longer if required by applicable law) records of all Licensed Product sales and customers, as available, sufficient to adequately administer a recall of any ATS Nutrient Solution and to cooperate fully in any decision by ATS to recall the ATS Nutrient Solution (by way of recalling the Licensed Product). Notwithstanding the foregoing, Buyer has made ATS aware that Buyer will not receive the customer name from sales derived from third parties such as The Home Shopping Network. In addition ATS represents that it will treat all customer lists provided by Buyer in a confidential manner. 3.6.5 that upon termination of the license set forth in Section 2.1, if Buyer has any right, title or interest in anything referred to in Sections 3.6.1 or 3.

Buyer’s Obligations. (i) Until Buyer agrees: ------------------- 3.6.1 to ascertain and comply with all Assigned Approvals have been transferred into the name applicable laws and regulations and standards of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner industry or professional conduct (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in without limitation the operation FDA and any agency outside of the Radiopharmacy BusinessUnited States which is comparable to the FDA) that does not, and reasonably would not, adversely affect its ability to have transferred into its name, or obtain for itself, any such Approvals. (ii) Buyer will obtain, promptly on or after the Closing Date, all Approvals required by the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from Seller. (iii) Subject to Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred to Buyer, Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Date. (iv) For the avoidance of doubt, following the date on which all of the Assigned Approvals are transferred, Buyer will be solely responsible for (i) determining the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation use, distribution and/or promotion of the Radiopharmacy Business ATS Solutions as contemplated herein, including without limitation, those applicable to exportation, importation, product claims, labeling, approvals, registrations and notifications; 3.6.2 to obtain and maintain at its sole expense any applicable approvals, authorizations, registrations, notifications or the like, in the United States and any countries where such approvals are legally required, by the appropriate governmental entity or entities with regard to the use of the ATS Solutions as contemplated under this Agreement and the marketing, using, selling, pricing, labeling or otherwise promoting or making claims regarding the ATS Solutions or their uses or reimbursement therefor in the Marketplace. Buyer acknowledges and agrees that its right under this Agreement to commercialize the ATS Solutions as a substrate for its Skin Treatments using the Skin Treatment Systems is subject to completion of regulatory review and clearance if any are required by applicable law. Buyer shall not file any application or document or conduct any study associated with obtaining or maintaining such approvals, authorities, registrations, notifications or the like without ATS' prior written consent, which consent shall be withheld at ATS' sole discretion. To the extent allowed by law (i) all approvals, authorizations, registrations, notifications and the like (and all documents, applications and information related thereto) and all rights thereunder or thereto directly relating to the ATS Solutions shall be solely owned by and in the name of ATS, and (iiiii) maintaining all approvals, authorizations, registrations, notifications, and the like (and all documents, applications and information related thereto) and all rights thereunder or thereto relating to the Skin Treatment System shall be solely owned by and in the name of Buyer. Buyer will provide ATS with any information regarding the foregoing that ATS may request reasonably (with English translations); 3.6.3 to immediately notify ATS of any adverse or unexpected results, any complaints about the Skin Treatment System and the use of the Assigned ApprovalsATS Solutions as contemplated under this Agreement or any actual or potential government action relevant to the Skin Treatment System and the use of the ATS Solutions as contemplated under this Agreement (but in no event later than twenty-four (24) hours after any such government action) and, if and to the extent requested by ATS in writing, to suspend use and distribution of the ATS Solutions; provided that should the suspension continue for more than thirty (30) days, ATS will repurchase the ATS Solutions in Buyer's inventory at the Purchase Price paid for such ATS Solutions; 3.6.4 to keep (and make reasonably available for ATS' use and copying) for five (5) years after termination of this Agreement (or longer if required by applicable law) records relating to Skin Treatments using ATS Solutions and sales of ATS Solutions sufficient to adequately administer a recall of any ATS Solutions and to cooperate fully in any decision by ATS to recall the ATS Solutions; 3.6.5 that upon termination of the license set forth in Section 2.1, if Buyer has any right, title or interest in any approvals, authorizations, registrations, notifications and the like (and all documents, applications and information related thereto) referred to in Sections 3.6.1 or 3.

Buyer’s Obligations. The obligations of Buyer to purchase and pay ------------------- for the Assets pursuant to this Agreement is subject to the satisfaction (or waiver by Buyer) on or prior the Closing of the following conditions: (i) Until The representations and warranties of Sellers made in Section 5 of this Agreement shall be true and correct in all Assigned Approvals material respects immediately prior to the Closing with the same force and effect as though made immediately prior to the Closing, and Sellers shall have been transferred into performed or complied in all material respects with all terms, agreements, obligations and covenants required by this Agreement to be performed or complied with by Sellers at the name of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in the operation time of the Radiopharmacy Business) that does notClosing; and Sellers shall have delivered to Buyer a certificate, and reasonably would notdated the Closing Date, adversely affect its ability to have transferred into its name, or obtain for itself, any such Approvalseffect certified by each of the Sellers. (ii) Buyer will obtainshall have received an opinion, promptly on or after dated the Closing Date, all Approvals required by the Governmental Authorities of Battle Xxxxxx LLP, special counsel to enable Buyer Seller, reasonably satisfactory to conduct the Radiopharmacy Business and hold the Purchased Assets independently from SellerBuyer. (iii) Subject Sellers shall have (A) obtained all consents and approvals required by the Contracts listed on Schedule 2(a)(x) to Seller’s obligations under Section 6.2(b), until such time as assign them to Buyer and (B) either (x) obtained all Assigned Approvals have been transferred consents and approvals required by all other Contracts to assign them to Buyer, except where the failure to obtain such consents and approvals would not have, individually or in the aggregate, a material adverse effect on the results of operations, condition (financial or otherwise), assets, properties or Business of the Sellers or on the Acquired Assets taken as a whole ("Material Adverse Effect"), and all of such consents and approvals shall have been obtained in written instruments reasonably satisfactory to Buyer will be responsible or (y) complied in all respects with Section 2(d) hereof with respect to any Contracts described in this clause (B) for maintaining which such consents and approvals have not been obtained. (iv) No action, suit or legal, administrative or arbitral proceeding shall have been instituted by any third party before any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign ("Government Authority"), seeking to enjoin or challenging, or seeking damages from Buyer in connection with, the Assigned Approvals (including payment transactions contemplated by this Agreement, and no injunction or order of any feesGovernment Authority of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the purchase or sale of the Acquired Assets hereunder. (v) as if such Assigned Approvals No damage, destruction or loss of any of the assets of the Sellers has occurred or come to exist since the date of this Agreement, after giving effect to any insurance, which has had or may reasonably be expected to have a Material Adverse Effect, nor has any event, occurrence, fact, condition, change or development occurred or come to exist since the date of this Agreement, which has had or is reasonably likely to have a Material Adverse Effect (other than those relating to the sports and entertainment trading card industry generally or general business or economic conditions). (vi) Sellers shall have been transferred released by UBS AG Stamford Branch from the Liens referred to in the two Credit Agreements, each dated September 28, 1998, by and among Sellers, and the borrowers named therein, and Sellers shall have obtained the release of all other Liens covering any of the Acquired Assets which are not Permitted Liens which arise out of the Assumed Liabilities. (vii) Buyer on shall have entered into employment agreements with each of Xxxx Bordegon, Xxxxx Xxxxx and Xxxxx Xxxxx. (viii) All waiting periods, including any extension thereof, applicable to the consummation of the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act") shall have expired. (ix) Sellers shall have executed and delivered to Buyer, the General Assignment and Assumption Agreement, dated as of the Closing Date. (ivx) For the avoidance Sellers shall have executed and delivered to Buyer, Assignments of doubtIntellectual Property, following the date on which all dated as of the Assigned Approvals are transferredClosing Date, in form and substance reasonably satisfactory to Buyer. (xi) An officer of Sellers shall have executed and delivered a certificate to Buyer will be solely responsible for (i) determining certifying that the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation aggregate amount of the Radiopharmacy Business and (iii) maintaining all cash on the Closing Date in the bank accounts of Sellers equals or exceeds the Assigned ApprovalsRequired Closing Date Cash Balance.

Buyer’s Obligations. (ia) Until all Assigned Approvals have been transferred into Buyer shall maintain the name Premises and, in accordance with Section 4.7, shall not take any actions on the Premises that would cause shading of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner (including SEF or otherwise unreasonably interfere with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in the operation of the Radiopharmacy Business) that does notSEF, and reasonably would not, adversely affect its ability to have transferred into its name, reduce the production of Energy from the SEF or obtain for itself, any such Approvalsdamage or otherwise increase the cost of maintenance of the SEF. (iib) Buyer will obtain, promptly shall provide or assist Seller and its agents and contractors in obtaining convenient access to and from the Interconnection Equipment located on the Premises during normal business hours as is reasonably necessary or after appropriate for Seller to complete the Closing Date, all Approvals required by electrical interconnection to the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from SellerProperty. (iiic) Subject to Buyer shall assist Seller and cooperate with Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred reasonably necessary and appropriate, but at no cost to Buyer, to acquire and maintain the Governmental Approvals required for the construction, operation, maintenance and repair of the SEF’s connection to the Property, including, but not limited to, signing the Interconnection Agreement or any applications or consents for permits, local utility interconnection, SREC creation and verification, and rebate applications, as are required to be signed by a person in the position of Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Dateand reasonably approved by Buyer’s counsel. (ivd) For Buyer shall maintain Buyer’s Site Electrical System in good condition and repair so as to be able to receive the avoidance Energy. Buyer will maintain its connection and service contract(s) with Client Agency’s Serving Utility or any successors thereto, so that the SEF may continuously generate and deliver Energy and so that Buyer may procure its full requirements for electricity that are not served by the SEF. (e) Buyer shall not cause, or allow any Person under Buyer’s control to cause the SEF’s equipment on the Premises to be disconnected or shut down, temporarily or otherwise without Seller’s consent, unless in the case of doubt, following emergency or as a result of an event of Force Majeure. In the date event of a disconnect or shut down on which all the Premises of a portion of the Assigned Approvals SEF caused by any Buyer Act, the Parties shall extend the Master PPA pursuant to the terms of Section 8.5, subject to the limits therein. For any losses of Seller that are transferrednot able to be mitigated by the extension of the Master PPA under Section 8.5, Buyer will be solely responsible for (i) determining shall pay the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates amount of any Lost Seller Revenue caused by such a disconnect or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation of the Radiopharmacy Business and (iii) maintaining all of the Assigned Approvalsshut down.

Buyer’s Obligations. Subject to the limitations set forth in Sections 2.3, 2.4 and 3.1 during the Term, Buyer shall be responsible for conducting the day-to-day business and affairs of each Managed System. Without limiting the generality of the foregoing, Buyer shall (or shall cause its Affiliate to): (a) maintain, construct and operate each Managed System in the ordinary course, consistent with Buyer’s operating budgets, if any, established for the period covered by this Agreement on a basis consistent with Buyer’s other cable systems; (b) pay or cause to be paid all ordinary course expenses, liabilities and charges arising from the operation of any Managed System that are payable during the Term (in each case so long as such expenses, liabilities and charges are Assumed Liabilities or would have constituted Assumed Liabilities had the Retained Consent Franchise and/or Retained LLC Consent Franchise Assets to which such Managed System relates been included among the Assets transferred to Buyer at the Closing), including all franchise fees (if any), real and personal property taxes, copyright royalties, programming fees, insurance premiums, assessments and other impositions applicable to the operation of any Managed System during the Term hereof; (c) obtain, maintain and pay all programming fees in connection with all programming to be distributed by any Managed System during the Term, subject to Section 2.3(c); (d) prepare and file or cause to be filed all reports and statements of account required to be filed during the Term with respect to any Managed System with the U.S. Copyright Office; (e) maintain all books and records relating to any Managed System; and (f) coordinate the management and operation of any Managed System, including the performance of such functions as the collection of subscriber receivables and the providing of repair, maintenance and equipment replacement, as well as community and other services to be furnished by any Managed System under any applicable agreement, license or other instrument relating to the operation of any Managed System; provided in each case, that certain of these activities may be performed by (i) Until all Assigned Approvals have been transferred into Seller pursuant to the name of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in the operation of the Radiopharmacy Business) that does not, and reasonably would not, adversely affect its ability to have transferred into its nameTransition Services Agreement, or obtain for itself, any such Approvals. (ii) by a third party contracted by Buyer will obtainor its subsidiary at its sole cost; and provided further that Buyer may, promptly on or after but shall not be required to, make capital expenditures for improvements to the Closing Date, all Approvals required by the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from SellerManaged Systems. (iii) Subject to Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred to Buyer, Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Date. (iv) For the avoidance of doubt, following the date on which all of the Assigned Approvals are transferred, Buyer will be solely responsible for (i) determining the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation of the Radiopharmacy Business and (iii) maintaining all of the Assigned Approvals.

Buyer’s Obligations. (i) Until Buyer agrees: 3.6.1 to ascertain and comply with all Assigned Approvals have been transferred into the name applicable laws and regulations and standards of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner industry or professional conduct (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in without limitation the operation FDA and any agency outside of the Radiopharmacy BusinessU.S. which is comparable to the FDA) that does not, and reasonably would not, adversely affect its ability to have transferred into its name, or obtain for itself, any such Approvals. (ii) Buyer will obtain, promptly on or after the Closing Date, all Approvals required by the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from Seller. (iii) Subject to Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred to Buyer, Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Date. (iv) For the avoidance of doubt, following the date on which all of the Assigned Approvals are transferred, Buyer will be solely responsible for (i) determining the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation use, distribution or promotion of the Radiopharmacy Business ATS Nutrient Solution and Licensed Products, including without limitation, those applicable to exportation, importation, product claims, labeling, approvals, registrations and notifications; 3.6.2 to use best efforts, at its sole expense, to obtain and maintain any applicable approvals, authorizations, registrations, notifications or the like, in the United States and any countries where such approvals are legally required, by the appropriate governmental entity or entities with regard to manufacturing , marketing, using, selling, pricing, labeling or otherwise promoting or making claims regarding the ATS Nutrient Solution and/or Licensed Products or their uses or reimbursement therefor in the Marketplace; ATS will reasonably cooperate with these efforts. Buyer shall not file any application or document or conduct any study associated with obtaining or maintaining such approvals, authorities, registrations, notifications or the like without ATS's prior written consent. To the extent allowed by law (i) all approvals, authorizations, registrations, notifications and the like (and all documents, applications and information related thereto) and all rights thereunder or thereto relating to the ATS Nutrient Solution shall be solely owned by and in the name of ATS, and (iiiii) maintaining all approvals, authorizations, registrations, notifications, and the like (and all documents, applications and information related thereto) and all rights thereunder or thereto relating to the Licensed Product shall be solely owned by and in the name of Buyer. Buyer will provide ATS with any information regarding the foregoing that ATS may request reasonably (with English translations); 3.6.3 to immediately notify ATS of any adverse or unexpected results or any actual or potential government action relevant to ATS Nutrient Solution and/or Licensed Products (but in no event later than 24 hours after any such government action) and, if and to the extent requested by ATS in writing, to suspend distribution of the Assigned ApprovalsLicensed Product; provided that should the suspension continue for more than thirty (30) days, ATS will repurchase the ATS Nutrient Solutions in Buyer's inventory at the Purchase Price paid for such ATS Nutrient Solution; 3.6.4 to keep (and make reasonably available for ATS's use and copying) for five years after termination of this Agreement (or longer if required by applicable law) records of all Licensed Product sales and customers, as available, sufficient to adequately administer a recall of any ATS Nutrient Solution and to cooperate fully in any decision by ATS to recall the ATS Nutrient Solution (by way of recalling the Licensed Product). Notwithstanding the foregoing, Buyer has made ATS aware that Buyer will not receive the customer name from sales derived from third parties such as The Home Shopping Network. In addition ATS represents that it will treat all customer lists provided by Buyer in a confidential manner. 3.6.5 that upon termination of the license set forth in Section 2.1, if Buyer has any right, title or interest in anything referred to in Sections 3.6.1 or 3.6.2 related to the affected ATS Nutrient Solution it will immediately assign all such right, title and interest to ATS and take all necessary action to ensure that ATS obtains the full benefit thereof or, if ATS so requests in writing with respect to any such item, take any necessary action to surrender and cancel such item and the related rights, title and interest; 3.6.6 except as limited by applicable law, Buyer shall not knowingly sell the Licensed Product to any third party outside of or for use outside of the Marketplace; and 3.6.7 to provide to ATS and make available for ATS to use, all clinical and other data generated by Buyer related to the ATS Nutrient Solution and/or Licensed Products, including without limitation, information related to formulations developed by or on behalf of Buyer.

Buyer’s Obligations. (i) Until Buyer shall (a) use its commercially reasonable efforts to obtain all Assigned Approvals have been transferred into governmental approvals (or exemptions therefrom) necessary or required to allow Buyer to perform its obligations under this Agreement (including, without limitation, approvals of the name applications to the Attorney General and Commissioner of Public Health of the State of Connecticut relating to the sale of the Assets by Seller to Buyer and/or any other projects or activities in the community that Buyer, in its reasonable discretion, deems necessary as a predicate for the transactions contemplated herein), and (b) assist and cooperate with Seller and its representatives and counsel in obtaining all governmental consents, approvals, and licenses that Seller deems necessary or appropriate and in the preparation of any document or other material that may be required by any Governmental Authority as a predicate to or as a result of the transactions contemplated herein (including, without limitation, approvals of the applications to the Attorney General and Commissioner of Public Health of the State of Connecticut relating to the sale of the Assets by Seller to Buyer has obtained and/or any other projects or activities in the community that Buyer, in its reasonable discretion, deems necessary as a predicate for the transactions contemplated herein). Buyer shall pay all of its own Approvals necessary the costs of any fees due in respect of filings made to own the Attorney General and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in the operation Commissioner of Public Health of the Radiopharmacy BusinessState of Connecticut, including, without limitation, fees required to be paid by Buyer pursuant to CT Gen Stat § 19a-486c(c) that does not, and reasonably would not, adversely affect its ability to have transferred into its name, or obtain for itself, any such ApprovalsCT Gen Stat § 19a-486d(a) shall remain the obligation of Buyer. (ii) Buyer shall, if and to the extent required by Legal Requirements, file or cause to be filed all reports or other documents required or requested of it by the FTC or the Justice Department under the HSR Act, and all regulations promulgated thereunder, concerning the transactions contemplated hereby, and comply promptly with any requests by the FTC or Justice Department for additional information concerning such transactions, so that the waiting period specified in the HSR Act will obtain, promptly on or expire as soon as reasonably possible after the Closing Date, all Approvals execution and delivery of this Agreement. Xxxxx agrees to furnish to Seller such information concerning Buyer as Seller needs to perform its obligations under Section 5.05(a)(ii) of this Agreement. Buyer shall pay the costs of any fees due in respect of filings required by the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from SellerHSR Act. (iii) Subject to Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred to Buyer, Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Date. (iv) For the avoidance of doubt, following the date on which all of the Assigned Approvals are transferred, Buyer will be solely responsible for (i) determining the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation of the Radiopharmacy Business and (iii) maintaining all of the Assigned Approvals.

Buyer’s Obligations. (a) In every case it shall be the responsibility of the Buyer to ensure that in the case of delivery from a tanker or installation (i) Until all Assigned Approvals have been transferred the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the name delivery and (ii) they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate any failure on the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in the operation part of the Radiopharmacy BusinessBuyer to comply with (i) that does not, and reasonably would not, adversely affect its ability to have transferred into its name, or obtain for itself, any such Approvals(ii) above. (iib) Buyer will obtainIt is a condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing to the Seller's head office within 14 calendar days of the date of arrival of the product at premises owned, promptly on occupied or after the Closing Date, all Approvals required used by the Governmental Authorities Buyer or to enable which the Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from Sellerhas access. (iiic) If it is alleged that the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay, the Buyer is required to notify the Seller’s head office and the Buyer’s carriers (if any) in writing within 14 calendar days of the date of arrival of the product at premises owned, occupied or used by the Buyer or to which the Buyer has access, giving full details of the alleged damage, loss, shortage, non-delivery, or delay. Such notification is required to protect the Seller against third parties, and this condition does not confer any additional rights on the Buyer. (d) If the Buyer shall fail to give such notice as is required in clauses 12(c) and 12(d), then the product shall be deemed in all respects to be in accordance with the Agreement, and the Buyer shall be deemed to have accepted the product. (e) Subject to Seller’s obligations under Section 6.2(b), until such time clause 5(d) the product in respect of which the Buyer makes any claim shall be preserved intact as all Assigned Approvals delivered. The Seller and/or its agents shall have been transferred the right to attend the Buyer, Buyer will be responsible for maintaining the Assigned Approvals (including payment of 's premises to investigate any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Datecomplaint. (ivf) For If the avoidance Buyer gives notice in writing to the Seller of doubtan issue with the delivery, following the date on which all specification, quantity or quality of the Assigned Approvals are transferredproduct in line with those set out at clauses 12(c) and 12(d), Buyer will the Seller shall, at its option (and only if it considers such action to be solely responsible for (i) determining appropriate and justified), replace the regulatory plans and strategies product, provide a credit note for the Radiopharmacy Business price of the product in full (subject to clause 12(g) below), or take any such action deemed necessary by the Seller to resolve the situation with the Buyer, with both parties acting reasonably and in good faith at all times. (g) In respect of a claim made by the Purchased AssetsBuyer for a shortage of product upon delivery, credit notes will only be raised by the Seller in the event that the weight discrepancy of such shortage is greater than 50 kilograms. (iih) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals ofAny failure by the Buyer to comply with this clause 12 shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and making all filings or registrations with any Governmental Authority or any other Person not a party from refusing to this Agreement that are necessary in connection with accept the continuation of the Radiopharmacy Business and (iii) maintaining all of the Assigned Approvalsproduct.