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
(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 Xxxxxx); 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”). Xxxxxx and Xxxxx 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. 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. 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. Each of Seller and Owner shall comply with all provisions of the Transfer Act of the State of Connecticut (Act (CGS §§ 22a-134 et seq., referred to herein as the “Transfer Act”) applicable to the transactions contemplated by this Agreement as stated in the Lease and Option Agreement.
Connecticut Transfer Act. If, prior to the expiration of the Inspection Period, , Buyer determines that any Property or business operation thereon is an “Establishment” under the Connecticut Transfer Act, Conn. Gen. Stat. § 22a-134 et seq. (“Transfer Act”), Buyer shall provide Seller with a “Form III” (or other applicable Form) for review and approval at least twenty-one (21) days prior to the Closing Date. Buyer shall, at Closing, execute any and all forms necessary to comply with the Transfer Act including, without limitation, a “Form III” (or other applicable form), as "Transferee" and as the "Certifying Party" and an “Environmental Condition Assessment Form” prepared by an “Environmental Professional” licensed under Conn. Gen. Stat. § 22a-133v and shall file such forms as required by law and shall pay all fees and costs associated with such filing and the preparation thereof. Seller shall sign the Form III (or other applicable form) as "Transferor." Buyer shall be solely responsible for any and all environmental investigation, remediation and monitoring of the Property and compliance with the Transfer Act and Seller shall have no liability to Buyer whatsoever for any costs associated with the environmental investigation, remediation or monitoring of the Property. Buyer shall indemnify, defend, hold harmless and release Seller with respect to the investigation and remediation of the environmental condition of the Property and any failure by Buyer to comply with the Transfer Act. The Buyer’s obligations under this Section 5.8 shall be in addition to Buyer’s other obligations under this Section 5.
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. Prior to and following the Closing, the Sellers shall take all actions necessary to achieve compliance with any requirements imposed pursuant to the Connecticut Transfer Act, Connecticut General Statutes 22a-134 through 22a-134d, as amended (the "CTA"), as a result of any transfer of the Danbury, Connecticut property (the "Connecticut Property") in connection with the transaction contemplated by this Agreement ("Compliance with the CTA"); provided, however, that in connection with achieving Compliance with the CTA: (i) no compromise or settlement may be reached by the Sellers without the Buyer's written consent (which shall not be unreasonably withheld or delayed); and (ii) the Sellers shall provide the Buyer with reasonable advance notice of, and an opportunity to comment on, any planned activities and any documents proposed to be submitted to any governmental authority or other third party, and an opportunity to participate in material meetings or material negotiations with any such governmental authority or third party.
Connecticut Transfer Act. The Company, at the Company’s sole cost and expense, shall be solely responsible for (i) preparing and timely submitting any and all filings and any other submissions, (ii) serving as the certifying party regarding any and all such filings and submissions and (iii) taking any and all other actions, including any investigation or remediation, in each case required under the Connecticut Transfer Act, Connecticut General Statutes Sections 22a-134 et seq., with respect to this Agreement and the transactions contemplated by this Agreement.
Connecticut Transfer Act. 1
(a) After the Closing Date, Seller shall cause Xxxxxxx & Xxxxxx, Inc. (“Consultant”) to take the actions set forth on Schedule 6.12 (the “Review Matters”) with respect to the property located at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx (the “Branford Property”) at Seller’s sole cost and expense. Upon the completion of the Review Matters, Consultant shall provide each of Purchaser and Seller with a report of all actions required to remediate the Branford Property as may be required under the Transfer Act (as defined below) or any other Environmental Law and a written estimate of the total expected costs for such remediation (such estimate, the “Seller Remediation Valuation”). No later than [***] following receipt of the Seller Remediation Valuation, Purchaser may provide written notice to Seller that they dispute the Seller Remediation Valuation (a “Purchaser Dispute Notice”) and designate a Licensed Environmental Professional (“LEP”) retained at Purchaser’s sole expense to determine the Remediation Valuation on behalf of Purchaser (the “Purchaser Valuation Expert”). Consultant shall make available to the Purchaser Valuation Expert the results of the Review Matters and make reasonably available the individuals involved in conducting the Review Matters and preparing the Initial Total Remediation Valuation for questions. No later than [***] following delivery of the Purchaser Dispute Notice, the Purchaser Valuation Expert shall deliver a written report setting forth its determination of the Remediation Valuation (the “Purchaser Remediation Valuation”), together with analysis in support thereof (the date of the submission of such report, the “Valuation Submission Date”). If the Seller Remediation Valuation and the Purchaser Remediation Valuation vary by less than [***] ([***] %) of the lower of such valuations, the final Remediation Valuation shall be the average of the Initial Remediation Valuation and the Purchaser Valuation.2 If, however, the two valuations submitted by such firms vary by more than [***] ([***] %) of the lower valuation, then, unless either Party agrees in writing that the other Party’s valuation shall control, within [***] following the Valuation Submission Date, the Purchaser and Seller shall jointly select a third LEP to determine the final Remediation Valuation; provided, that if there is no agreement on an LEP first within such period, then the Consultant and the Purchaser Valuation Expert shall be instructed to jointly se...
