Connecticut Transfer Act Sample Clauses
The Connecticut Transfer Act clause governs the obligations and procedures related to the transfer of certain real property or business operations in Connecticut that involve hazardous waste. It typically requires the parties involved in the transfer—such as sellers and buyers of industrial or commercial properties—to disclose the presence of hazardous substances and, in some cases, to certify the status of environmental remediation. This clause ensures that environmental liabilities are properly identified and managed during property transactions, thereby protecting both parties from unforeseen cleanup responsibilities and ensuring compliance with state environmental laws.
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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 ▇▇▇▇▇ 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
(i) file the fully executed Transfer Act Form and ECAF with the Connecticut Department of Energy and Environmental Protection (“CTDEEP”); (ii) pay the initial filing fee and any and all subsequent Transfer Act fees (which shall be reimbursed by ▇▇▇▇▇▇); and (iii) provide written confirmation to Seller that the Transfer Act filing has been completed (with a copy of such filing). In order to evaluate the potential scope and cost of Transfer Act obligations that may be required, prior to the Closing, Buyer shall have the right to perform limited Phase II assessments with respect to the Real Property. Buyer or its designee shall conduct and complete, at Buyer’s sole expense, any actions required (as determined by Buyer in its reasonable discretion) as a result of the filing of the Transfer Act Form and the ECAF, to comply with the Transfer Act, and, if appropriate, to obtain written approval from CTDEEP or a “verification” from a “Licensed Environmental Professional” that the Hospital Businesses have been remediated in full compliance with the Connecticut Remediation Standard Regulations (collectively “Transfer Act Activities”). Buyer shall complete all Transfer Act Activities as soon as practicable, but in any event within any deadline defined by or pursuant to the Transfer Act (as the same may be extended). Seller shall pay Buyer for all costs and expenses that Buyer incurs in connection with Transfer Act Activities in an amount not to exceed One Hundred Thousand Dollars ($100,000) (the “Estimated Remediation Costs”). ▇▇▇▇▇▇ and ▇▇▇▇▇ agree to execute and deliver all documents reasonably requested by the other to comply with the Transfer Act. All undefined terms in this Section 5.06 shall have the meanings set forth in the Transfer Act.
Connecticut Transfer Act. Buyer shall, at its sole cost and expense, prepare the appropriate Connecticut Transfer Act form filings, together with the required documentation including an Environmental Condition Assessment Forms (“ECAF”) for the
Connecticut Transfer Act. With respect to the Leased Facility located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (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. Seller shall comply with and assume responsibility under the Connecticut Hazardous Waste Establishment Transfer Act, Conn. Gen. Stat.ss.22a-134a et seq., including, without limitation, providing the certification required byss.22a-134a, paying all required filing fees and performing any and all investigation, remediation, clean up and/or removal activities required by the Connecticut Department of Environmental Protection or any other governmental authority, provided, however, that notwithstanding the foregoing, Seller have no responsibility for remediation, clean up and/or removal activities relating to Releases of Hazardous Substances not caused by Seller's operations pursuant to this Section 5.4.
Connecticut Transfer Act. (a) Sellers shall prepare Property Transfer Form III’s in accordance with the Connecticut General Statutes Sec. 22a-134 (“Transfer Act”) for both the ▇▇▇▇▇▇▇/Bridgeport Terminal property and the ▇▇▇▇▇▇▇ Fuel Company of Danbury property. ▇▇▇▇▇▇▇/Bridgeport and ▇▇▇▇▇▇▇ Fuel Company of Danbury will be the “Certifying Party” (as defined in Section 22a-134(6) of the Connecticut General Statutes) for their respective properties. Sellers shall also direct their current Licensed Environmental Professional (“LEP”) to prepare Environmental Condition Assessment Forms (“ECAFs”) for both the ▇▇▇▇▇▇▇/Bridgeport and the Danbury properties to be filed with the Connecticut Department of Environmental Protection (“CTDEP”) in connection with the transaction contemplated by this Agreement.
Connecticut Transfer Act. Buyer shall, at its sole cost and expense, (a) prepare the Form III and Environmental Condition Assessment Form required by the Connecticut Transfer Act for the purchase and sale of the Company Interests in Duke Bridgeport Energy to occur at the Closing; (b) provide the completed Form III and Environmental Condition Assessment Form to Seller not less than 10 days prior to the Closing for Seller’s review and approval; (c) execute said Form III as the “Transferee” and as the “Certifying Party” thereon on or before the Closing Date; (d) execute the Environmental Condition Assessment Form as the party submitting same; (e) provide a bank check made payable to the Connecticut Department of Environmental Protection in the amount required for a Form III filing at the Closing; and (f) perform the obligations imposed upon it as the “Certifying Party” on said Form III and by this Section 6.17. Seller shall, at its sole cost and expense (i) execute said Form III as the “Transferor” thereon; and (ii) file the duly executed and delivered Form III and duly executed and delivered Environmental Condition Assessment Form with the Connecticut Department of Environmental Protection together with the appropriate filing fee and fee form within 10 days after the Closing.
Connecticut Transfer Act. The Buyer agrees that certain Sites on which some or all of the Facilities are located are "establishments" within the meaning of the Connecticut Transfer Act (CGS Section 22a-134 et seq.), and that it is the Buyer's sole and exclusive responsibility (i) to determine the "establishment" status for each Site and Facility; (ii) to comply, at its sole cost and expense, with any requirement for preparing and executing appropriate forms and making necessary submissions in connection with the Connecticut Transfer Act; (iii) to comply, at its sole cost and expense, with any requirement under the Connecticut Transfer Act for investigations or Remediations of Hazardous Substances Released at or emanating from the Sites; and (iv) to pay any transfer fees due the Connecticut Department of Environmental Protection and other related fees or costs; provided, however, that the Seller shall pay to and indemnify the Buyer for any such costs or expenses to the extent they relate to any Substation Area (as defined in the Reserved Easements); and provided, further, that the Seller shall execute and deliver to the Buyer and the Connecticut Department of Environmental Protection such forms as may be required by the Connecticut Transfer Act.
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. 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 and shall perform all obligations of the Certifying Party without recourse to Parent or any of its affiliates.
Connecticut Transfer Act. The parcels of real properties described in Exhibit G hereto comprise an Establishment as defined in the Connecticut Transfer Act, Conn. Gen. Stat. §§ 22a-134 et seq. ▇▇▇▇▇▇▇ and Caraustar shall perform at their expense those activities necessary to achieve compliance with the Connecticut Transfer Act, including filing all required forms and documents with the Connecticut Department of Environmental Protection in accordance with the Connecticut Transfer Act and the License for Access and Remediation attached hereto at Exhibit F.