Connecticut Transfer Act. Prior to the Acceptance Time, the Company shall have taken all actions and submitted all filings to permit the Merger in compliance with and in accordance with the Transfer Act, including the preparation of the appropriate certification forms and related documents, and payment of the initial filing fee to the Connecticut Department of Energy and Environmental Protection ("CTDEEP"), as required by the Connecticut Property Transfer Act, C.G.S. §§22a-134 et seq. (the "Transfer Act"), for each parcel Real Estate location for which such real property, or the business operations of the Company or any of its Subsidiaries thereon, meets the definition of an "Establishment" as defined by the Transfer Act (the "Establishments") and for which there is a "Transfer of Establishment" as defined by the Transfer Act. The Company shall execute as "certifying party" the appropriate Forms and "ECAF" documents, as defined by the Transfer Act, as applicable to each of the Establishments. Parent and the Surviving Corporation shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) (i) any such filings, forms and documents and (ii) the Licensed Environmental Professional that must be retained to prepare such forms, prior to the Company's submission to CTDEEP prior to the Acceptance Time. The Surviving Corporation shall be solely responsible for satisfying any and all obligations required after the Effective Date by the Transfer Act, including but not limited to execution as "certifying party" any "Form III" certification and ECAF as applicable to any of the Establishments, performance of all obligations required after the Effective Date as "certifying party" for "Form III" documents filed for any of the Establishments, timely filing of all other Transfer Act documents with, and payment of applicable fees required after the Effective Date to, the CTDEEP or any other Governmental Entity, and completion of all investigation and remediation measures required after the Effective Date by the Transfer Act, all at the Surviving Corporation's sole cost and expense. Parent or its Subsidiary shall execute the written acknowledgement of receipt of documents at the Closing as required by the Transfer Act.
Connecticut Transfer Act. With respect to the Leased Facility located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx (the “Shelton Facility”), the Sellers shall file such forms (including as the Certifying Party), complete such investigation or remediation, and take such other actions, in each case at their sole cost and expense and as required prior to and after the Closing Date to achieve compliance with the Sellers’ obligations under Connecticut General Statutes § 22a-134, et seq. (the “Connecticut Transfer Act”) with respect to the Shelton Facility and the transactions contemplated by this Agreement. Without limiting the foregoing, in the event the Sellers or the Sellers’ Licensed Environmental Professional performs any investigation or remediation at the Shelton Facility after the Closing Date in order to achieve compliance with the Connecticut Transfer Act, the Sellers shall: (i) provide Buyer with written notice reasonably in advance of the initiation of such investigation or remediation; (ii) provide Buyer with a reasonable opportunity to review, comment on and copy all filings and material documents related to such investigation or remediation; (iii) select investigation and remediation which shall not unreasonably interfere with operations at the Shelton Facility; and (iv) upon the completion of any such investigation or remediation, restore the Shelton Facility to substantially the same condition it was in prior to the performance of the investigation or remediation. Buyer shall provide reasonable cooperation to the Sellers in a timely manner with the Sellers’ Connecticut Transfer Act compliance activities hereunder, including, without limitation, by providing the Sellers or the Sellers’ Licensed Environmental Professional with reasonable access to the Shelton Facility after the Closing Date (subject to the other requirements of this Section 4.9).
Connecticut Transfer Act. As an express condition to Buyer's obligation to close, Sellers shall be responsible for full compliance with the provisions of Section 22a-134 et seq. of the Connecticut General Statutes (the "Transfer Act"), including without limitation (i) the determination as to the applicability of the Transfer Act to the transfer of the Property contemplated by this Agreement, (ii) the signing and filing of any appropriate Transfer Act form with the Connecticut Department of Environmental Protection ("DEP"), (iii) the payment of any Transfer Act form filing fee, (iv) the performance of any remediation or other activities required to comply with any Transfer Act form filed with the DEP in accordance with any applicable DEP regulations or required by the DEP in connection with any such Transfer Act form filing, and (v) the payment of all costs, liabilities and expenses directly or indirectly related to the foregoing subparagraphs (i) through (iv), inclusive.
Connecticut Transfer Act. Certain components of the Real Property (including the Hospital) may constitute, in whole or in part, “Establishments” as the term is defined in the Transfer Act (collectively, the “Establishment Real Properties”). Accordingly, Seller and Buyer shall prepare an appropriate Transfer Act Form and accompanying Environmental Condition Assessment (“ECAF”) for each Establishment Real Property to satisfy the requirements of the Transfer Act in connection with the transaction contemplated herein. Seller shall execute as transferor and Xxxxx shall execute as transferee and Certifying Party (as all such terms are defined in the Transfer Act). Within ten (10) days after the Closing Date, Buyer shall
Connecticut Transfer Act. Buyer and Seller acknowledge that the Property is an “establishment” under the Connecticut Transfer Act (the “Transfer Act”). In connection with Seller’s purchase of the Property: (a) Danbury Buildings Co., L.P., and Danbury Buildings, Inc. (collectively “Danbury”), being the parties who sold the Property to Seller, filed a “Form III” as the “Certifying Party” with the Connecticut Department of Environmental Protection (“DEP”), (b) Danbury, Bridgewater Investments, Inc. and Buckeye Casa Grande, L.P., executed and delivered to Seller that certain Environmental Indemnity Agreement dated June 14, 2007 (the “Environmental Indemnity Agreement”) and (c) Danbury, Seller and Chicago Title Insurance Company entered into that certain Environmental Escrow Agreement dated June 14, 2007 (the “Escrow Agreement”). On or prior to the Closing, Buyer shall file a “Form III” as the “Certifying Party” with the DEP in accordance with the provisions of the Transfer Act. In addition, at Closing, Seller shall assign to Buyer, and Buyer shall assume, pursuant to the Assignment and Assumption Agreement, the Environmental Indemnity Agreement and the Escrow Agreement.
Connecticut Transfer Act. The parties acknowledge and agree that the Transactions may constitute a “transfer of establishment” as defined by the Connecticut Transfer Act in connection with Xxxxxxx Access Technologies LLC, which owns and operates at 00 Xxxxx Xxxxx Road, Farmington, Connecticut, and may be an “Establishment” as defined by Connecticut General Statutes § 22a-134, et. seq. (the “Connecticut Transfer Act”). The parties acknowledge and agree that certain forms, filings or documents (collectively, “Property Transfer Forms”), may be required to be prepared, executed, and filed with the Connecticut Department of Energy and Environmental Protection (“CT DEEP”) in connection with the Transactions. With respect to the Transactions, if applicable, all costs, expenses and fees incurred in relation to the preparation and filing of the Property Transfer Forms and any additional actions, forms, filings or documents required by the Connecticut Transfer Act and compliance with the Connecticut Transfer Act shall be borne solely by the US Seller. If necessary, no later than ten days after the Closing Date, (i) the US Seller shall prepare and sign the Property Transfer Forms as the transferor, the Buyer shall sign the Property Transfer Forms as the transferee and the US Seller shall sign the Property Transfer Forms as the certifying party (as such terms are defined by the Connecticut Transfer Act) and (ii) the US Seller shall file the fully executed Property Transfer Forms with the CT DEEP and the US Seller shall pay all required Connecticut Transfer Act filing fees. Notwithstanding the foregoing, if there is a conflict between this Section 6.18 and the terms of Section 6.9 with regard to Transfer Taxes, then Section 6.9 shall control.
Connecticut Transfer Act. The parties agree and acknowledge that the Connecticut Transfer Act, Connecticut General Statutes § 22a-134 et seq. and the rules and regulations promulgated thereunder, does not apply to the transactions contemplated by this Agreement. Notwithstanding the foregoing, should the Closing occur and the State of Connecticut provides written notice thereafter that the Transfer Act applied to the transactions contemplated herein, the parties shall cooperate to take all actions required to achieve compliance with the Transfer Act (including causing Seller to execute necessary documents as “transferee” following reasonable review and consultation of such documents) with respect to the Leased Real Property located at 00 Xxxxxxx Xxxx Road, East Granby, Connecticut and the transactions contemplated by this Agreement, including filing such forms, paying all required fees, completing all required investigation or remediation, issuing a final “verification,” as that term is defined in the Transfer Act, that is not subject to audit by the State of Connecticut, and taking such other actions to achieve compliance with the Transfer Act. This Section 7.18 shall survive the Closing.
Connecticut Transfer Act. Except as provided in Section 4.9, Delta shall assume all liabilities, duties and responsibilities imposed by or arising from the Connecticut Transfer Act, Conn. Gen.
Connecticut Transfer Act. Borrwer shall ensure that the Property is not and does not become an "establishment" as that term is defined in the Connecticut Transfer Act, found at Conn. Gen. Stat. § 22a-134, et seq., as amended (the "Transfer Act"). If the Property becomes an establishment or is sold or otherwise transferred, as that term is defined in the Transfer Act, Borrower shall comply with all requirements of the Transfer Act, including, without limitation, filing any applicable forms and paying all applicable fees. If Borrower fails to comply with the Transfer Act, Borrower shall indemnify and hold harmless the indemnitees from any claims damages or losses, including attorneys' fees, arising from noncompliance with the Transfer Act.
Connecticut Transfer Act. The parties acknowledge and agree that neither of them, respectively, has sufficient information to determine whether the Property constitutes an “establishment” and therefore, whether the transaction contemplated by this Agreement constitutes a “transfer of establishment” subject to the Connecticut Transfer Act, Conn. Gen.
