Acquired Assets and Assumed Liabilities Subject to Third-Party Consent; Ball Ground Lease. (i) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer (or any Buyer Designee) of any Acquired Asset or Assumed Liability is prohibited by any applicable Requirements of Law or would require any governmental or third-party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period of 18 months after the Closing Date, the parties shall use their respective reasonable best efforts to cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers and to give any notices required for the transfer of such Acquired Asset or Assumed Liability; provided, however, that no party shall be required to pay any consideration, make any material concession (other than customary filing and application fees typically paid by a seller or transferee) or commence or participate in any litigation. If such authorization, approval, consent or waiver is obtained, Parent shall cause the applicable Asset Seller to promptly assign, transfer, convey or deliver any such Acquired Asset or Assumed Liability to Buyer or its designated Affiliate at no additional cost. Pending the earlier of obtaining such authorization, approval, consent or waiver or the expiration of such 18-month period, the parties shall use reasonable best efforts to cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer all economic benefits and burdens (“Back-to-Back Arrangements”) of any such Acquired Asset or Assumed Liability. During such time period, Parent and its applicable Affiliates shall comply with all applicable covenants and obligations with respect to such Acquired Asset or Assumed Liability, including the payment of any costs or expenses in connection therewith, which shall be performed by Parent or its applicable Affiliate for Buyer’s account and Buyer shall promptly (but in no event later than 30 days following receipt of an invoice from Parent) reimburse Parent for any such out-of-pocket costs, expenses or payments made by Parent or its applicable Affiliate in respect of such Acquired Asset or Assumed Liability. (ii) Prior to the Closing, Parent shall use its reasonable best efforts to cause the Ball Ground Landlord to (A) enter into a new lease agreement with Buyer (or a Buyer Designee), which new lease agreement shall be on substantially similar terms to the Original Ball Ground Lease (other than with respect to rent and the description of the premises) (the “New Ball Ground Lease”); provided, however, that (x) the premises to be subject to the New Ball Ground Lease would be the Ball Ground Buyer Premises and (y) the rent payable under the New Ball Ground Lease would be equal to the per square foot rental rate payable under the Ball Ground Lease multiplied by the rentable square footage of the Ball Ground Lease Buyer Premises, and (B) amend the Original Ball Ground Lease to remove the Ball Ground Buyer Premises from the premises covered thereby. Buyer shall reasonably cooperate in connection with such efforts, including by providing customary tenant information to the Ball Ground Landlord reasonably promptly upon Parent’s written request.
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Sources: Purchase Agreement (Cryoport, Inc.)
Acquired Assets and Assumed Liabilities Subject to Third-Party Consent; Ball Ground Lease. (i) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer (or any Buyer Designee) of any Acquired Asset or Assumed Liability is prohibited by any applicable Requirements of Law or would require any governmental or third-party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period of 18 months after the Closing Date, the parties shall use their respective reasonable best efforts to cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers and to give any notices required for the transfer of such Acquired Asset or Assumed Liability; Liability; provided, however, that no party shall be required to pay any consideration, make any material concession (other than customary filing and application fees typically paid by a seller or transferee) or commence or participate in any litigation. If such authorization, approval, consent or waiver is obtained, Parent shall cause the applicable Asset Seller to promptly assign, transfer, convey or deliver any such Acquired Asset or Assumed Liability to Buyer or its designated Affiliate at no additional cost. Pending the earlier of obtaining such authorization, approval, consent or waiver or the expiration of such 18-month period, the parties shall use reasonable best efforts to cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer all economic benefits and burdens (“Back-to-Back Arrangements”) of any such Acquired Asset or Assumed Liability. During such time period, Parent and its applicable Affiliates shall comply with all applicable covenants and obligations with respect to such Acquired Asset or Assumed Liability, including the payment of any costs or expenses in connection therewith, which shall be performed by Parent or its applicable Affiliate for Buyer’s account and Buyer shall promptly (but in no event later than 30 days following receipt of an invoice from Parent) reimburse Parent for any such out-of-pocket costs, expenses or payments made by Parent or its applicable Affiliate in respect of such Acquired Asset or Assumed Liability.
(ii) Prior to the Closing, Parent shall use its reasonable best efforts to cause the Ball Ground Landlord to (A) enter into a new lease agreement with Buyer (or a Buyer Designee), which new lease agreement shall be on substantially similar terms to the Original Ball Ground Lease (other than with respect to rent and the description of the premises) (the “New Ball Ground Lease”); provided, however, that (x) the premises to be subject to the New Ball Ground Lease would be the Ball Ground Buyer Premises and (y) the rent payable under the New Ball Ground Lease would be equal to the per square foot rental rate payable under the Ball Ground Lease multiplied by the rentable square footage of the Ball Ground Lease Buyer Premises, and (B) amend the Original Ball Ground Lease to remove the Ball Ground Buyer Premises from the premises covered thereby. Buyer shall reasonably cooperate in connection with such efforts, including by providing customary tenant information to the Ball Ground Landlord reasonably promptly upon Parent’s written request.
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