Compliance with ISRA. If Tenant’s operations at the Premises subject Tenant to the requirements of ISRA, then Tenant further agrees to implement and execute all of the provisions of this Section 11.5(b) in a timely manner so as to coincide with the termination of this Lease or to coincide with the vacating of the Premises by Tenant at any time during the term of this Lease. In connection with subsection (a) above, if, Tenant’s operations at the Premises subject Tenant to the requirements of ISRA, Tenant fails to obtain an unconditional Final Remediation Document (as defined in ISRA) from the New Jersey Department of Environmental Protection (“NJDEP”) or a Licensed Site Remediation Professional (as defined in ISRA), as the case may be, and evidence reasonably satisfactory to Landlord that all conditions to the effectiveness of such Final Remediation Document have been fully satisfied (including, for example, evidence that the document has been executed and delivered by all parties and, if applicable, filed with NJDEP), or if Tenant fails to otherwise comply with the provisions of ISRA prior to the Expiration Date, or if, with respect to any other Environmental Law, Tenant fails to fully comply with the applicable provisions of such other Environmental Law prior to the Expiration Date, in any of the foregoing cases, Tenant will be deemed to be a holdover tenant and shall pay rent at the rate set forth in Section 24.3 and shall continue to diligently pursue compliance with ISRA and/or such other Environmental Law. Upon Tenant’s full compliance with the provisions of ISRA or of such other Environmental Law, Tenant shall deliver possession of the Premises to Landlord in accordance with the provisions of this Lease and such holdover rent shall be adjusted as of said date. Without limiting Tenant’s obligations hereunder, if NJDEP commences an audit with respect to, or otherwise challenges or disapproves, any Final Remediation Document, Tenant shall take all actions required by NJDEP and Landlord to comply with the provisions of ISRA in connection therewith.
Appears in 2 contracts
Samples: Lease Agreement (BTRS Holdings Inc.), Lease Agreement (South Mountain Merger Corp.)
Compliance with ISRA. If Tenant’s operations at the Premises subject Tenant to the requirements of ISRA, then Tenant further agrees to implement and execute all of the provisions of this Section 11.5(b) section in a timely manner so as to coincide with the termination of this Lease or to coincide with the vacating of the Premises by Tenant at any time during the term of this Lease. In connection with subsection (a) above, if, Tenant’s operations at the Premises subject Tenant with respect to the requirements of ISRA, Tenant fails agrees to use its best efforts to obtain an unconditional Final Remediation Document (as defined in ISRA) a no further action and covenant not to xxx letter from the New Jersey Department of Environmental Protection (“NJDEP”) or a “Response Action Outcome” from a “Licensed Site Remediation Professional (as defined in ISRA), as the case may be, and evidence reasonably satisfactory to Landlord that all conditions to the effectiveness of such Final Remediation Document have been fully satisfied (including, for example, evidence that the document has been executed and delivered by all parties and, if applicable, filed with NJDEP), Professional” or if Tenant fails to otherwise comply with the provisions of ISRA prior to the Expiration Termination Date, or ifor, with respect to any other obligation it has under this Lease under Environmental Law, . In the event Tenant fails to fully comply with the applicable provisions of ISRA or such other Environmental Law prior to the Expiration Date, in any of Termination Date so as to prevent the foregoing caseslandlord from reletting the premises despite Landlord’s reasonable efforts to do so, Tenant will be deemed to be a holdover tenant and shall pay rent at the rate set forth in Section 24.3 and shall continue to diligently pursue compliance with ISRA and/or such other Environmental Law. Further to the preceding sentence, Landlord shall make reasonable efforts to relet the Premises during Tenant’s compliance with Environmental Law, and Tenant’s obligation to pay rent pursuant to Section 24.3 shall be offset by any rent or other payments received by landlord in reletting the Premises. Upon Tenant’s full compliance with the provisions of ISRA or of such other Environmental Law, Tenant shall deliver possession of the Premises to Landlord in accordance with the provisions of this Lease and such holdover rent shall be adjusted as of said date. Without limiting Tenant’s obligations hereunder, if NJDEP commences an audit with respect to, or otherwise challenges or disapproves, any Final Remediation Document, Tenant shall take all actions required by NJDEP and Landlord to comply with the provisions of ISRA in connection therewith.
Appears in 2 contracts
Samples: Lease Agreement (Roka BioScience, Inc.), Lease Agreement (Roka BioScience, Inc.)
Compliance with ISRA. If Tenant’s operations at the Premises subject Tenant to the requirements of ISRA, then Tenant further agrees to implement and execute all of the provisions of this Section 11.5(b) section in a timely manner so as to coincide with the termination of this Lease or to coincide with the vacating of the Premises by Tenant at any time during the term of this Lease. In connection with subsection (a) above, if, Tenant’s operations at the Premises subject Tenant with respect to the requirements of ISRA, Tenant fails to obtain an unconditional Final Remediation Document final remediation document (as defined in ISRA) from the New Jersey Department of Environmental Protection (“NJDEP”) or a New Jersey Licensed Site Remediation Professional (as defined in ISRA), as the case may be, and evidence reasonably satisfactory to Landlord that all conditions to the effectiveness of such Final Remediation Document final remediation document have been fully satisfied (including, for example, evidence that the document has been executed and delivered by all parties and, if applicable, filed with NJDEP), ; or if Tenant fails to otherwise comply with the provisions of ISRA prior to the Expiration Termination Date, or if, with respect to any other Environmental Law, Tenant fails to fully comply with the applicable provisions of such other Environmental Law prior to the Expiration Date, ; then in any of the foregoing cases, Tenant will be deemed to be a holdover tenant and shall pay rent at the rate set forth in Section 24.3 and shall continue to diligently pursue compliance with ISRA and/or such other Environmental LawISRA. Upon Tenant’s full compliance with the provisions of ISRA or of such other Environmental LawISRA, Tenant shall deliver possession of the Premises to Landlord in accordance with the provisions of this Lease and such holdover rent shall be adjusted as of said date. Without limiting Tenant’s obligations hereunder, if NJDEP commences an audit with respect to, or otherwise challenges or disapproves, any Final Remediation Documentfinal remediation document, then Tenant shall take all actions required by NJDEP and Landlord to comply with the provisions of ISRA in connection therewith.
Appears in 1 contract
Compliance with ISRA. If Tenant’s operations at the Premises subject Tenant to the requirements of ISRA, then Tenant further agrees to implement and execute all of the provisions of this Section 11.5(b) in a timely manner so as to coincide with the termination of this Lease or to coincide with the vacating of the Premises by Tenant at any time during the term of this Lease. In connection with subsection the Leased Real Property located at 0000 Xxxxx Xxxxxxx Xxxx in Cinnaminson, New Jersey, the Company shall take commercially reasonable actions to comply with all applicable requirements of the New Jersey Industrial Site Recovery Act, as amended, and all regulations promulgated thereunder (a“ISRA”) abovearising from the execution and transactions contemplated by this Agreement including, if, Tenant’s operations at the Premises subject Tenant to the requirements extent required and applicable: (i) within five (5) days after the signing of ISRAthis Agreement, Tenant fails to obtain an unconditional Final Remediation Document submitting a General Information Notice (as defined in under ISRA) from to the New Jersey Department of Environmental Protection (“NJDEP”) identifying the Company, or a Subsidiary, as the person responsible for any required remediation, (ii) retaining a Licensed Site Remediation Professional (“LSRP”), provided that Buyer shall select the LSRP and approve the terms of the LSRP’s retention, (iii) engaging such LSRP to conduct and prepare a Preliminary Assessment (as defined in under ISRA), and (iv) such other investigation or remediation required to achieve compliance with ISRA within required timeframes as evidence by a site-wide Response Action Outcome (as defined under ISRA). If the case may be, and evidence reasonably satisfactory Company is unable to Landlord that all conditions to the effectiveness of such Final Remediation Document have been fully satisfied (including, for example, evidence that the document has been executed and delivered by all parties and, if applicable, filed complete compliance with NJDEP), or if Tenant fails to otherwise comply with the provisions of ISRA prior to Closing, then at least two (2) Business Days prior to Closing the Expiration DateCompany shall, subject to Buyer’s approval (such approval not to be unreasonably withheld, conditioned or delayed), execute and submit to NJDEP the following to allow the consummation of the transactions contemplated by this Agreement to occur in compliance with ISRA: (I) a Remediation Certification (as defined under ISRA) identifying the Company, or ifa Subsidiary, as the party responsible for ISRA compliance after Closing, (II) a Remediation Cost Review and Remediation Funding Source/Financial Assurance Form (as defined under ISRA), and (III) any Remediation Funding Source (as defined under ISRA) in the amount established by the LSRP required in connection with respect to any other Environmental Law, Tenant fails to fully comply with the applicable provisions submittal of such other Environmental Law prior forms. To the extent required after Closing, the Company shall ensure that all such actions are taken as required in connection with compliance with ISRA as a result of the consummation of the transactions contemplated by this Agreement. As between Seller and Buyer, Buyer shall be responsible for costs and expenses relating to the Expiration Date, in any of the foregoing cases, Tenant will be deemed to be a holdover tenant and shall pay rent at the rate undertakings set forth in this Section 24.3 and shall continue to diligently pursue compliance with ISRA and/or such other Environmental Law. Upon Tenant’s full compliance with the provisions of ISRA or of such other Environmental Law, Tenant shall deliver possession of the Premises to Landlord in accordance with the provisions of this Lease and such holdover rent shall be adjusted as of said date. Without limiting Tenant’s obligations hereunder, if NJDEP commences an audit with respect to, or otherwise challenges or disapproves, any Final Remediation Document, Tenant shall take all actions required by NJDEP and Landlord to comply with the provisions of ISRA in connection therewith7.21.
Appears in 1 contract
Compliance with ISRA. If Tenant’s operations at the Premises subject Tenant to the requirements of ISRA, then Tenant further agrees to implement and execute all of the provisions of this Section 11.5(b) section in a timely manner so as to coincide with the termination of this Lease or to coincide with the vacating of the Premises by Tenant at any time during the term of this Lease. In connection with subsection (a) above, if, Tenant’s operations at the Premises subject Tenant with respect to the requirements of ISRA, Tenant fails to obtain an unconditional Final Remediation Document final remediation document (as defined in ISRA) from the New Jersey Department of Environmental Protection (“NJDEP”) or a New Jersey Licensed Site Remediation Professional (as defined in ISRA), as the case may be, and evidence reasonably satisfactory to Landlord that all conditions to the effectiveness of such Final Remediation Document final remediation document have been fully satisfied (including, for example, evidence that the document has been executed and delivered by all required parties and, if applicable, filed with NJDEP), ; or if Tenant fails to otherwise comply with the provisions of ISRA prior to the Expiration Date, Termination Date if ISRA is applicable; or if, with respect to any other Environmental Law, Tenant fails to fully comply with the applicable provisions of such other Environmental Law prior to the Expiration Termination Date, then in any of the foregoing cases, Tenant will be deemed to be a holdover tenant and shall pay rent at the rate set forth in Section 24.3 and shall continue to diligently pursue compliance with ISRA and/or such other Environmental Law. Upon Tenant’s full compliance with the provisions of ISRA or of such other Environmental Law, Tenant shall deliver possession of the Premises to Landlord in accordance with the provisions of this Lease and such holdover rent shall be adjusted as of said date. Notwithstanding the foregoing, if Tenant’s non-compliance with ISRA or such other Environmental Law as of the Termination Date will not materially interfere with the use of the Premises and will not adversely affect marketing of the Premises or other portions of the Building for lease to “class A” office space tenants at rental rates equivalent to those then being charged by landlords for comparable space in other “class A” multi-tenant office buildings in northern New Jersey, and provided Tenant has otherwise surrendered the Premises in accordance with its obligations under this Lease, then Tenant shall not be deemed a holdover tenant and shall not be required to pay rent at the rate set forth in Section 24.3. The immediately preceding sentence shall not be deemed or construed to relieve Tenant of its obligation, if any, to fully comply with ISRA or the other Environmental Law. Without limiting Tenant’s obligations hereunder, if NJDEP commences an audit with respect to, or otherwise challenges or disapproves, any Final Remediation Documentfinal remediation document, then Tenant shall take all actions required by NJDEP and Landlord the LSRP to comply with the provisions of ISRA in connection therewith; provided, however, Tenant shall not be permitted, without Landlord’s approval (which may be withheld in its sole discretion) to subject the Property (or any portion thereof) to any use restriction, deed notice or any other encumbrance or obligation or to impose any engineering or institutional control with respect to the Property (or any portion thereof).
Appears in 1 contract
Compliance with ISRA. If Tenant’s operations at the Premises subject Tenant to the requirements of ISRA, then Tenant further agrees to implement and execute all of the provisions of this Section 11.5(b) in a timely manner so as to coincide with the termination of this Lease or to coincide with the vacating of the Premises by Tenant at any time during the term of this Lease. In connection with subsection (a) aboveParent and Merger Sub shall have received for each parcel of Real Property owned, ifleased or operated by the Company in the State of New Jersey, Tenant’s operations at the Premises subject Tenant to the requirements of ISRA, Tenant fails to obtain an unconditional Final Remediation Document (as defined in ISRA) any and all authorizations from the New Jersey Department of Environmental Protection (“NJDEP”“) that are required pursuant to ISRA to consummate the transactions contemplated by this Agreement. To that end, promptly after the execution of this Agreement, the Company shall apply to the NJDEP for a letter of nonapplicability (“LNA“) confirming that the transactions contemplated by this Agreement and the Ancillary Documents are not subject to the requirements of ISRA. In the event that the Company shall not have obtained an LNA within fourteen (14) days of the execution of this Agreement, the Company shall apply to the NJDEP for a remediation agreement for the 00 Xxxxx Xxxx Xxxx, Xxxxxxxx Xxx Xxxxxx leasehold (the “New Jersey Property “), to permit the consummation of the transaction prior to ISRA compliance pursuant to N.J.S.A. 13:1K-9 (the “Remediation Agreement“). Such LNA or a Licensed Site Remediation Professional (as defined in ISRA)Agreement, as the case may be, and evidence reasonably satisfactory shall be referred to Landlord that all conditions to herein as “ISRA Closing Compliance.”
(b) In the effectiveness of event the ISRA Closing Compliance shall be the Remediation Agreement, such Final Remediation Document have been fully satisfied (including, for example, evidence that the document has been executed and delivered by all parties and, if applicable, filed with NJDEP), or if Tenant fails to otherwise comply with the provisions of ISRA prior to the Expiration Date, or if, with respect to any other Environmental Law, Tenant fails to fully comply with the applicable provisions of such other Environmental Law prior to the Expiration Date, in any Agreement shall be deemed “disclosed” on Section 9.2(a)(vi) of the foregoing casesDisclosure Schedules as of the execution date of this Agreement. Therefore, Tenant will without limitation, Parent Indemnified Parties reserve the right pursuant to Section 9.4(g) below to “defend” the Remediation Agreement (which shall be deemed to be a holdover tenant and shall pay rent at the rate set forth in Section 24.3 and shall continue to diligently pursue compliance with ISRA and/or such other Environmental Law. Upon Tenant’s full compliance with the provisions Third Party Claim of ISRA or of such other Environmental Law, Tenant shall deliver possession of the Premises to Landlord in accordance with the provisions of this Lease and such holdover rent shall be adjusted as of said date. Without limiting Tenant’s obligations hereunder, if NJDEP commences an audit with respect to, or otherwise challenges or disapproves, any Final Remediation Document, Tenant shall take all actions required by NJDEP and Landlord to comply with the provisions of ISRA in connection therewith.NJDEP
Appears in 1 contract
Samples: Merger Agreement (Visant Corp)
Compliance with ISRA. If Tenant’s operations at (a) In addition to the Premises provisions of Section 8.10 and 8.11 above, the following provisions apply to Pfizer's ISRA obligations pursuant to subparagraph (vi) of the definition of Excluded Environmental Liabilities. Subject to the provisions of this Section 8.12, for each Facility subject Tenant to the requirements of ISRA, then Tenant further agrees Pfizer shall be responsible, at its sole cost and expense, to implement and execute all of the provisions of this Section 11.5(b) in a timely manner so as to coincide comply with the termination of this Lease or to coincide with the vacating of the Premises by Tenant at any time during the term of this Lease. In connection with subsection (a) above, if, Tenant’s operations at the Premises subject Tenant to the requirements of ISRAISRA and all orders, Tenant fails to obtain an unconditional Final Remediation Document (as defined in ISRA) from directives and requirements of the New Jersey Department of Environmental Protection (“"NJDEP”"). The limitations contained in Section 8.6 do not apply to, limit or affect in any way whatsoever Pfizer's ISRA obligations. For each ISRA subject Facility, Pfizer shall promptly establish and maintain a remediation funding source and amount of funding to the extent required by NJDEP and shall promptly remediate each ISRA subject Facility to the extent required to obtain from NJDEP a No Further Action letter/Covenant Not to Xxx ("NFA/CNS"), whether conditional or unconditional, or the equivalent pursuant to ISRA.
(b) Pfizer and Purchaser agree that either party 164 shall have the right to require that responsibility for all compliance obligations related to ISRA at a subject Facility be transferred to Purchaser in exchange for a payment to be negotiated between the parties (referred to hereinafter as the "ISRA Buyout"). The right to implement the ISRA Buyout pursuant to this Paragraph may be exercised after the approval by the NJDEP of a Remedial Action Work Plan ("RAWP") or at the time of the issuance by NJDEP of a Licensed Site Remediation Professional conditional NFA/CNS that imposes costs that would not otherwise be incurred in the ordinary operation of the Facility.
(as defined in ISRA), as c) Upon the case may be, and evidence reasonably satisfactory decision to Landlord that all conditions to the effectiveness of such Final Remediation Document have been fully satisfied (including, for example, evidence that the document has been executed and delivered by all parties and, if applicable, filed with NJDEP), or if Tenant fails to otherwise comply with invoke the provisions of this Section 8.12(b), Pfizer and Purchaser shall enter into a period of good faith negotiations to attempt to agree to determine a mutually acceptable total dollar amount for the ISRA prior Buyout (the "ISRA Buyout Payment").
(d) The total dollar amount of the ISRA Buyout Payment shall be determined as the present value calculation of the following future costs related to or arising out of ISRA compliance at each ISRA subject Facility:
1) all direct and indirect capital costs;
2) engineering costs;
3) all sampling, analytical and remedial 165 costs;
4) environmental consulting costs and reasonable legal costs solely related to ISRA;
5) annual operation, maintenance and monitoring costs and transactional costs for providing financial assurances;
6) costs associated with a conditional NFA/CNS that would not be incurred in the ordinary course of operating the Facility;
7) estimated NJDEP administrative fees and oversight costs;
8) reasonable additional internal costs solely related to ISRA for the manager of the project; and
9) reasonable risk under the circumstances at the time of the ISRA Buyout. (It is acceptable for the ADR judge or panel of judges to value this risk at zero, if that seems appropriate.) The parties may reach mutual agreement on other criteria to be included in this payment calculation. 166 (e) If the parties cannot agree on a mutually acceptable ISRA Buyout Payment pursuant to paragraph (c) above, either party has the right to initiate a binding alternative dispute resolution ("ADR") between Pfizer and Purchaser to be conducted by an ADR judge for the sole purpose of determining the amount of the ISRA Buyout Payment. Both parties agree that the ADR judge shall be an individual experienced in the estimation of remedial costs under ISRA. If the parties are unable to agree on a single ADR judge, they shall each select an ADR judge, and the two selected ADR judges shall choose a third ADR judge, in which case the matter should be presented to the Expiration Datepanel of three judges. The ADR judge or panel of judges shall establish the rules by which the parties shall present their cases and the decision shall be rendered.
(f) The ADR judge (or panel of ADR judges) shall select in writing, after the conclusion of the ADR process, either the ISRA Buyout Payment proposed by Pfizer or if, the ISRA Buyout Payment proposed by Purchaser as the appropriate total dollar amount to be paid by Pfizer to Purchaser as the final ISRA Buyout Payment based on the criteria set forth in subparagraph (d). The decision of the ADR judge (or panel of ADR judges) on the ISRA Buyout Payment shall be final and 167 binding on both Pfizer and Purchaser. Pfizer and Purchaser shall each pay half of any fees and disbursements of the ADR judge (or panel of judges).
(g) Pfizer's obligation pursuant to ISRA with respect to any other Environmental Law, Tenant fails to fully comply with the applicable provisions Facility shall terminate upon occurrence of such other Environmental Law prior to the Expiration Date, in any of the foregoing cases, Tenant will following (i) NJDEP issues an Unconditional NFA/CNS with respect to that Facility; (ii) NJDEP issues a conditional NFA/CNS which does not require the incurrence of costs that would not be deemed to be a holdover tenant and shall pay rent at otherwise incurred in the rate set forth in Section 24.3 and shall continue to diligently pursue compliance with ISRA and/or such other Environmental Law. Upon Tenant’s full compliance with the provisions of ISRA or of such other Environmental Law, Tenant shall deliver possession operation of the Premises Facility in the ordinary course; or (iii) the parties or the ADR judge (or panel of judges) determine the amount of the ISRA Buyout Payment and Pfizer pays such amount.
(h) In the event of an ISRA Buyout Payment, Section 8.12(g)(iii) shall not be effective if the Purchaser incurs more than one million dollars ($1,000,000) beyond the undiscounted value of the ISRA Buyout Payment in responding to Landlord the requirements of the NJDEP pursuant ISRA, in accordance with the provisions of this Lease and such holdover rent which case Pfizer shall be adjusted as responsible for all such costs thereafter and Pfizer may assume control of said date. Without limiting Tenant’s obligations hereunder, the Remedial Action; if NJDEP commences an audit with respect to, or otherwise challenges or disapproves, any Final Remediation Document, Tenant shall take all actions required by NJDEP and Landlord to comply with reasonable under the provisions of ISRA in connection therewithcircumstances.
Appears in 1 contract
Compliance with ISRA. If Tenant’s operations at (a) In addition to the Premises provisions of Sections 8.10 and 8.11 above, the following provisions apply to Pfizer's ISRA obligations pursuant to subparagraph (vi) of the definition of Excluded Environmental Liabilities. Subject to the provisions of this Section 8.12, for each Facility subject Tenant to the requirements of ISRA, then Tenant further agrees Pfizer shall be responsible, at its sole cost and expense, to implement and execute all of the provisions of this Section 11.5(b) in a timely manner so as to coincide comply with the termination of this Lease or to coincide with the vacating of the Premises by Tenant at any time during the term of this Lease. In connection with subsection (a) above, if, Tenant’s operations at the Premises subject Tenant to the requirements of ISRAISRA and all orders, Tenant fails to obtain an unconditional Final Remediation Document (as defined in ISRA) from directives and requirements of the New Jersey Department of Environmental Protection (“"NJDEP”"). The limitations contained in Section 8.6 do not apply to, limit or affect in any way whatsoever Pfizer's ISRA obligations. For each ISRA subject Facility, Pfizer shall promptly establish and maintain a remediation funding source and amount of funding to the extent required by NJDEP and shall promptly remediate each ISRA subject Facility to the extent required to obtain from NJDEP a No Further Action letter/Covenant Not to Sue ("XFA/CNS"), whether conditional or unconditional, or the equivalent pursuant to ISRA.
(b) Pfizer and Purchaser agree that either party shall have the right to require that responsibility for all compliance obligations related to ISRA at a subject Facility be transferred to Purchaser in exchange for a payment to be negotiated between the parties (referred to hereinafter as the "ISRA Buyout"). The right to implement the ISRA Buyout pursuant to this Paragraph may be exercised after the approval by the NJDEP of a Remedial Action Work Plan ("RAWP") or at the time of the issuance by NJDEP of a Licensed Site Remediation Professional conditional NFA/CNS that imposes 143 152 costs that would not otherwise be incurred in the ordinary operation of the Facility.
(as defined in ISRA), as c) Upon the case may be, and evidence reasonably satisfactory decision to Landlord that all conditions to the effectiveness of such Final Remediation Document have been fully satisfied (including, for example, evidence that the document has been executed and delivered by all parties and, if applicable, filed with NJDEP), or if Tenant fails to otherwise comply with invoke the provisions of this Section 8.12(b), Pfizer and Purchaser shall enter into a period of good faith negotiations to attempt to agree to determine a mutually acceptable total dollar amount for the ISRA prior Buyout (the "ISRA Buyout Payment").
(d) The total dollar amount of the ISRA Buyout Payment shall be determined as the present value calculation of the following future costs related to or arising out of ISRA compliance at each ISRA subject Facility:
1) all direct and indirect capital costs;
2) engineering costs;
3) all sampling, analytical and remedial costs;
4) environmental consulting costs and reasonable legal costs solely related to ISRA;
5) annual operation, maintenance and monitoring costs and transactional costs for providing financial assurances; 144 153
6) costs associated with a conditional NFA/CNS that would not be incurred in the ordinary course of operating the Facility;
7) estimated NJDEP administrative fees and oversight costs;
8) reasonable additional internal costs solely related to ISRA for the manager of the project; and
9) reasonable risk under the circumstances at the time of the ISRA Buyout. (It is acceptable for the ADR judge or panel of judges to value this risk at zero, if that seems appropriate.) The parties may reach mutual agreement on other criteria to be included in this payment calculation.
(e) If the parties cannot agree on a mutually acceptable ISRA Buyout Payment pursuant to paragraph (c) above, either party has the right to initiate a binding alternative dispute resolution ("ADR") between Pfizer and Purchaser to be conducted by an ADR judge for the sole purpose of determining the amount of the ISRA Buyout Payment. Both parties agree that the ADR judge shall be an individual experienced in the estimation of remedial costs under ISRA. If the parties are unable to agree on a single ADR judge, they shall each select an ADR judge, and the two selected ADR judges shall choose a third ADR judge, in which case the matter should be presented to the Expiration Datepanel of three judges. The ADR judge or panel of judges shall establish the rules by which the parties shall present their cases and the decision shall be rendered.
(f) The ADR judge (or panel of ADR judges) shall select in writing, after the conclusion of the ADR process, either the ISRA Buyout Payment proposed by Pfizer or if, the ISRA Buyout Payment proposed by Purchaser as the appropriate total dollar amount to be paid by Pfizer to Purchaser as the final ISRA Buyout Payment based on the criteria set forth in subparagraph (d). The decision of the ADR judge (or panel of ADR judges) on the ISRA Buyout Payment shall be final and binding on both Pfizer and Purchaser. Pfizer and Purchaser shall each pay half of any fees and disbursements of the ADR judge (or panel of judges).
(g) Pfizer's obligation pursuant to ISRA with respect to any other Environmental Law, Tenant fails to fully comply with the applicable provisions Facility shall terminate upon occurrence of such other Environmental Law prior to the Expiration Date, in any of the foregoing cases, Tenant will following (i) NJDEP issues an Unconditional NFA/CNS with respect to that Facility; (ii)NJDEP issues a conditional NFA/CNS which does not require the incurrence of costs that would not be deemed to be a holdover tenant and shall pay rent at otherwise incurred in the rate set forth in Section 24.3 and shall continue to diligently pursue compliance with ISRA and/or such other Environmental Law. Upon Tenant’s full compliance with the provisions of ISRA or of such other Environmental Law, Tenant shall deliver possession operation of the Premises Facility in the 146 155 ordinary course; or (iii) the parties or the ADR judge (or panel of judges) determine the amount of the ISRA Buyout Payment and Pfizer pays such amount.
(h) In the event of an ISRA Buyout Payment, Section 8.12(g)(iii) shall not be effective if the Purchaser incurs more than one million dollars ($1,000,000) beyond the undiscounted value of the ISRA Buyout Payment in responding to Landlord the requirements of the NJDEP pursuant to ISRA, in accordance with the provisions of this Lease and such holdover rent which case Pfizer shall be adjusted as responsible for all such costs thereafter and Pfizer may assume control of said date. Without limiting Tenant’s obligations hereunderthe Remedial Action, if NJDEP commences an audit with respect to, or otherwise challenges or disapproves, any Final Remediation Document, Tenant shall take all actions required by NJDEP and Landlord to comply with reasonable under the provisions of ISRA in connection therewithcircumstances.
Appears in 1 contract
