Connecticut Property Transfer Act. Company and Purchaser shall make an evaluation to determine whether the Connecticut Transfer Act, Conn. Gen. Stat.ss.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.
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...
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.
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.
