Connecticut Property Transfer Act Sample Clauses

Connecticut Property Transfer Act. Company and Purchaser shall make an evaluation to determine whether the Connecticut Transfer Act, Conn. Gen. Stat. § 22a-134, et seq. (“CTA”), applies to the Contemplated Transactions. If Company and Purchaser determine that CTA applies to the Contemplated Transactions, Company shall undertake all actions required to (a) determine which form(s) must be prepared pursuant to the CTA and delivered to Purchaser prior to Closing and (b) ensure that such form(s) are prepared correctly and delivered to Purchaser prior to Closing.
Sample 1
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Connecticut Property Transfer Act. Sellers shall be responsible at their sole cost and expense for those Environmental Costs and Liabilities related to or arising out of: Global Wire USA’s obligations as “certifying party” (which shall include undertaking and completing all investigating, remediating and monitoring requirements) under the Connecticut Property Transfer Act with respect to the transfer of business operations at the Wyre Wynd Facility as contemplated under this Agreement (“Sellers’ Transfer Act Obligations”). With respect to Sellers’ Transfer Act Obligations, Sellers shall: (A) provide Purchaser with reasonable advance notice of on-site work to be performed; (B) provide Purchaser with copies of any draft documents to be submitted to the Connecticut Department of Environmental Protection and provide Purchaser with a reasonable opportunity under the circumstances to review such documents and provide comments to Sellers at Purchaser’s sole cost and expense; (C) provide Purchaser with a copy of the “environmental condition assessment form” signed by a “licensed environmental professional” that will be submitted to the Connecticut Department of Environmental Protection within ten (10) days of the Closing Date; (D) allow Purchaser the opportunity to observe work performed on behalf of Sellers at Purchaser’s sole cost and expense; and (E) ensure that any consultants performing work on behalf of Sellers carry reasonable and legally required types and levels of insurance. Sellers shall have sole and complete discretion in selecting and implementing the manner in which and the schedule under which Sellers discharge Sellers’ Transfer Act Obligations, including the utilization of any and all exceptions, exemptions, waivers, environmental land use restrictions (“ELURs”), engineered controls, and alternative criteria available; provided, however, that the utilization of any and all exceptions, exemptions, waivers, ELURs, engineered controls, and alternative criteria and other flexibility available shall be acceptable to the applicable Governmental Body and shall not unreasonably or materially interfere with the continued industrial operations of the Business as it existed or was conducted as of the Closing Date or require Purchaser to incur additional non-routine or other than de minimis costs or expenses. In the event Purchaser seeks or may seek indemnification or reimbursement pursuant to Article IX with respect to the failure of Sellers to perform Sellers’ Transfer Act Obligations pursua...
Sample 1
Connecticut Property Transfer Act. (a) The Company shall perform the activities necessary to achieve compliance with the Property Transfer Act, including filing all required forms and documents with the CTDEEP in accordance with the Property Transfer Act and performance of any remediation or other activities that may be required to achieve either verification by a Licenses Environmental Professional or approval by the CTDEEP Commissioner that the work required by the Property Transfer Act has been completed in accordance with applicable regulations. (b) Any amounts payable pursuant to Section 8.2(f) shall be satisfied (i) first, from the Transfer Act Escrow Fund and (ii) then directly from the Contributing Sellers, severally and not jointly, in proportion to their Contributing Percentages. (c) In the event CTDEEP requires the Company to conduct additional monitoring or remediation pursuant to the Property Transfer Act and the costs of such monitoring or remediation are reasonably expected to exceed the Transfer Act Escrow Funds, Buyer shall provide an estimate of such costs, with such reasonable backup relating thereto, and (i) if Closing has not occurred yet, the Transfer Act Escrow Deposit shall be increased by such estimated costs or (ii) if the Closing has occurred, the Contributing Sellers, in proportion to their Contributing Percentages, shall deposit such amount (as may be increased to meet the minimum threshold set forth below) with the Escrow Agent as additional Transfer Act Escrow Funds within ten (10) days after Buyer has provided notice of such estimated costs; provided, however, that each such request shall be not less than one hundred thousand dollars ($100,000) and no more frequently than once every six (6) months.
Sample 1
Connecticut Property Transfer Act. In the event the consummation of the transactions contemplated by this Agreement triggers the Connecticut Property Transfer Act (the “Transfer Act”), the Sellers shall submit and certify all forms and documents that are required pursuant to the Transfer Act to the Connecticut Department of Environmental Protection (“CTDEP”). The Sellers shall be responsible for, and shall have the right to control, any investigation or remediation of the subject property relating to pre-closing use of the subject property and that is required to satisfy the Transfer Act. The Purchaser shall cooperate with the Sellers, including, without limitation, (a) signing as transferee any forms or documents as may be required pursuant to the Transfer Act in form and substance reasonably acceptable to the Purchaser, (b) providing reasonable access at no charge to the subject property subsequent to the Closing so that the Sellers may conduct any investigation or remediation that is required by the Transfer Act or by the CTDEP, including, without limitation, access to drill boreholes and collect soil samples, drill xxxxx and collect groundwater samples, and install and operate remediation equipment, and (c) not objecting to the implementation of any reasonable institutional or engineering controls that may be appropriate in connection with any remediation of the subject property.
Sample 1

Related to Connecticut Property Transfer Act

  • Manner of Conveyance; Limited Warranty; Nonrecourse; Etc THE CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER'S DEED OR RECEIVER'S XXXX OF SALE, "AS IS", "WHERE IS", WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

  • False Claims Act The Party acknowledges that it is subject to the Vermont False Claims Act as set forth in 32 V.S.A. § 630 et seq. If the Party violates the Vermont False Claims Act it shall be liable to the State for civil penalties, treble damages and the costs of the investigation and prosecution of such violation, including attorney’s fees, except as the same may be reduced by a court of competent jurisdiction. The Party’s liability to the State under the False Claims Act shall not be limited notwithstanding any agreement of the State to otherwise limit Party’s liability.

  • Waiver of Bulk-Sale and Bulk-Transfer Laws SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • Fraudulent Conveyance Borrower (a) has not entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the execution and delivery of the Loan Documents, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the execution and delivery of the Loan Documents, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

  • Solvency; Fraudulent Conveyance CAC is solvent, is able to pay its debts as they become due and will not be rendered insolvent by the transactions contemplated by the Basic Documents and, after giving effect thereto, will not be left with an unreasonably small amount of capital with which to engage in its business. CAC does not intend to incur, or believes that it has incurred, debts beyond its ability to pay such debts as they mature. CAC does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official to manage or control any of its assets. The amount of consideration being received by CAC upon the sale or other absolute transfer of the Conveyed Property to Funding constitutes reasonably equivalent value and fair consideration for the Conveyed Property. CAC is not transferring the Conveyed Property to Funding with any intent to hinder, delay or defraud any of its creditors.

  • Bulk Transfers Purchaser waives compliance with the provisions of all applicable Laws relating to bulk transfers in connection with the transfer of the Purchased Assets.

  • Uniform Commercial Code The Uniform Commercial Code (Florida Statutes, Chapter 672) shall prevail as the basis for contractual obligations between the Contractor and the County for any terms and conditions not specifically stated in this Invitation for Bids.

  • Personal Property Securities Act The Customer acknowledges that under the Contract the Customer grants a Security Interest(s) to the Company, including but not limited to, the lien in Clause 6. The Customer acknowledges that the Contract constitutes a Security Agreement for the purposes of the PPS Act. The Guarantor acknowledges that under the Guarantee the Guarantor grants a Security Interest(s) to the Company, including (without limitation) a charge over all its property. The Guarantor acknowledges that the Guarantee constitutes a Security Agreement for the purposes of the PPS Act. If there is a Security Interest in favour of the Customer or the Guarantor and the Customer or the Guarantor proposes to register the Security Interest under the PPS Act, the Customer or the Guarantor (as applicable) must give the Company written notice prior to the registration that the Customer or the Guarantor (as applicable) proposes to register the Security Interest. The Customer and the Guarantor will do anything reasonably required by the Company to enable the Company to register its Security Interests, with the priority the Company requires, and to maintain the registration. The Security Interests arising under the Contract or the Guarantee attach to the Collateral in accordance with section 19(2) of the PPS Act and the parties confirm that they have not agreed that any Security Interest arising under the Contract or the Guarantee attaches at any later time. The Customer and the Guarantor each acknowledge that the Company may perfect its Security Interests by lodging a Financing Statement on the Personal Property Securities Register. To the extent that any of the enforcement provisions of Chapter 4 of the PPS Act apply to the Security Interests created under or referred to in the Contract or the Guarantee, the following provisions of the PPS Act will not apply: (i) section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor; (ii) subsection 121(4) (enforcement of liquid assets – notice to grantor); (iii) section 130 (notice of disposal), to the extent that it requires the secured party to give the grantor a notice; (iv) paragraph 132(3)(d) (contents of statement of account after disposal); (v) subsection 132(4) (statement of account if no disposal); (vi) section 135 (notice of retention); (vii) section 142 (redemption of collateral); and (viii) section 143 (reinstatement of security agreement). The Company does not need to give the Customer or the Guarantor any notice under the PPS Act (including a notice of a Verification Statement) unless the notice is required by the PPS Act and that requirement cannot be excluded. The parties agree that neither party will disclose to an “interested person” (as defined in section 275(9) of the PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act. The Customer and the Guarantor will not authorise the disclosure of any information of the kind described in section 275(1) of the PPS Act.

  • COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION ACT Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208).

  • Bulk Transfer Laws The transfer, assignment and conveyance of the Contracts and the Contract Files by Seller pursuant to the Transfer and Sale Agreement and by Trust Depositor pursuant to the Sale and Servicing Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

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