Common use of Connecticut Transfer Act Clause in Contracts

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. Certain components of Prior to the Real Property (including the Hospital) may constitute, in whole or in part, “Establishments” as the term is defined in the Transfer Act (collectivelyAcceptance Time, the “Establishment Real Properties”). Accordingly, Seller Company shall have taken all actions and Buyer shall prepare an appropriate Transfer Act Form submitted all filings to permit the Merger in compliance with and accompanying Environmental Condition Assessment (“ECAF”) for each Establishment Real Property to satisfy the requirements of the Transfer Act in connection accordance 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 , including the Closing Datepreparation of the appropriate certification forms and related documents, Buyer shall (i) file and payment of the fully executed Transfer Act Form and ECAF with 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. (ii) pay the initial filing fee and “Transfer Act”), for each parcel Real Estate location for which such real property, or the business operations of the Company or any and all subsequent Transfer Act fees (which shall be reimbursed of its Subsidiaries thereon, meets the definition of an “Establishment” as defined by Xxxxxx); and (iii) provide written confirmation to Seller that the Transfer Act filing has been completed (with the “Establishments”) and for which there is a copy “Transfer of such filing)Establishment” as defined by the Transfer Act. In order The Company shall execute as “certifying party” the appropriate Forms and “ECAF” documents, as defined by the Transfer Act, as applicable to evaluate each of the potential scope Establishments. Parent and cost of Transfer Act obligations that may be required, prior to the Closing, Buyer Surviving Corporation shall have the right to perform limited Phase II assessments with respect 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 Real PropertyCompany’s submission to CTDEEP prior to the Acceptance Time. Buyer or its designee The Surviving Corporation shall conduct be solely responsible for satisfying any and complete, at Buyer’s sole expense, any actions all obligations required (as determined after the Effective Date 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, andincluding but not limited to execution as “certifying party” any “Form III” certification and ECAF as applicable to any of the Establishments, if appropriateperformance of all obligations required after the Effective Date as “certifying party” for “Form III” documents filed for any of the Establishments, to obtain written approval from timely filing of all other Transfer Act documents with, and payment of applicable fees required after the Effective Date to, the CTDEEP or a “verification” from a “Licensed Environmental Professional” that any other Governmental Entity, and completion of all investigation and remediation measures required after 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 Effective Date 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 at the Surviving Corporation’s sole cost and expense. All undefined terms in this Section 5.06 Parent or its Subsidiary shall have execute the meanings set forth in written acknowledgement of receipt of documents at the Closing as required by the Transfer Act.

Connecticut Transfer Act. Certain components of Prior to the Real Property (including the Hospital) may constitute, in whole or in part, “Establishments” as the term is defined in the Transfer Act (collectivelyAcceptance Time, the “Establishment Real Properties”). Accordingly, Seller Company shall have taken all actions and Buyer shall prepare an appropriate Transfer Act Form submitted all filings to permit the Merger in compliance with and accompanying Environmental Condition Assessment (“ECAF”) for each Establishment Real Property to satisfy the requirements of the Transfer Act in connection accordance 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 , including the Closing Datepreparation of the appropriate certification forms and related documents, Buyer shall (i) file and payment of the fully executed Transfer Act Form and ECAF with 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. (ii) pay the initial filing fee and "Transfer Act"), for each parcel Real Estate location for which such real property, or the business operations of the Company or any and all subsequent Transfer Act fees (which shall be reimbursed of its Subsidiaries thereon, meets the definition of an "Establishment" as defined by Xxxxxx); and (iii) provide written confirmation to Seller that the Transfer Act filing has been completed (with the "Establishments") and for which there is a copy "Transfer of such filing)Establishment" as defined by the Transfer Act. In order The Company shall execute as "certifying party" the appropriate Forms and "ECAF" documents, as defined by the Transfer Act, as applicable to evaluate each of the potential scope Establishments. Parent and cost of Transfer Act obligations that may be required, prior to the Closing, Buyer Surviving Corporation shall have the right to perform limited Phase II assessments with respect 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 Real PropertyCompany's submission to CTDEEP prior to the Acceptance Time. Buyer or its designee The Surviving Corporation shall conduct be solely responsible for satisfying any and complete, at Buyer’s sole expense, any actions all obligations required (as determined after the Effective Date 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, andincluding but not limited to execution as "certifying party" any "Form III" certification and ECAF as applicable to any of the Establishments, if appropriateperformance of all obligations required after the Effective Date as "certifying party" for "Form III" documents filed for any of the Establishments, to obtain written approval from timely filing of all other Transfer Act documents with, and payment of applicable fees required after the Effective Date to, the CTDEEP or a “verification” from a “Licensed Environmental Professional” that any other Governmental Entity, and completion of all investigation and remediation measures required after 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 Effective Date 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 at the Surviving Corporation's sole cost and expense. All undefined terms in this Section 5.06 Parent or its Subsidiary shall have execute the meanings set forth in written acknowledgement of receipt of documents at the Closing as required by the Transfer Act.

Connecticut Transfer Act. Certain components The Sellers and the Purchaser acknowledge that the Meriden Property is deemed to be an “establishment” pursuant to the provisions of the Real Property (including the Hospital) may constitute, in whole or in part, “Establishments” as the term is defined in the Connecticut Transfer Act and that a Connecticut Transfer Act filing will need to be made in connection with the conveyance of the Meriden Property. Montowese Industrial Park, Inc. (collectivelythe “Prior Meriden Owner”), the “Establishment Real Properties”). Accordinglyformer owner of the Meriden Property and an affiliate of Stop & Shop, Seller and Buyer shall prepare an appropriate was the certifying party on the prior Form III, Connecticut Transfer Act Form filing that was made with the Connecticut DEP when Meriden Realty acquired the Meriden Property due to the Hazardous Materials that were then present on and/or under the Meriden Property. Meriden Realty will request that the Prior Meriden Owner or Stop & Shop (i) be responsible for filing all forms, certifications, and accompanying Environmental Condition Assessment (“ECAF”) for each Establishment Real Property to satisfy the requirements of the other documentation required under Connecticut Transfer Act in connection with the transaction contemplated herein. Seller shall execute as transferor conveyance of the Meriden Property (and Xxxxx shall execute as transferee and Certifying Party (as paying 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 filing fees relating thereto to the Connecticut Department of Energy and Environmental Protection (“CTDEEP”DEP); , (ii) pay provide copies of such documentation to the initial filing fee Purchaser and any and all subsequent Transfer Act fees (which shall be reimbursed by Xxxxxx); Meriden Realty and (iii) provide written confirmation continue to Seller that retain responsibility for all monitoring, remedial and post-remedial activities at the Meriden Property to the extent required by the Connecticut Transfer Act filing has been completed due to the presence of Hazardous Materials on and/or under the Meriden Property as of the Closing Date (with a copy of such filingthe matters described in the foregoing clauses (i) through (iii) shall be collectively referred to herein as the “Connecticut Transfer Act Obligations”). In order the event the Prior Meriden Owner shall fail to evaluate perform any of the potential scope and cost of Connecticut Transfer Act obligations that may be requiredObligations, prior to then, as between the ClosingPurchaser and the Sellers, Buyer (x) Meriden Realty shall have perform such Connecticut Transfer Act Obligations and (y) retain the right to perform limited Phase II assessments with respect assert a claim (which shall in no event include a claim to terminate the Meriden Lease) against Stop & Shop under the Meriden Lease (and, to the Real Property. Buyer or its designee shall conduct extent applicable if Stop & Shop fails to pay any such claims, against the applicable Guarantor under the Meriden Stop & Shop Lease Guaranty) for all losses, costs and complete, at Buyer’s sole expense, any actions required (as determined damages incurred by Buyer Meriden Realty 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 connection with the Connecticut Remediation Standard Regulations (collectively “Transfer Act Activities”)Obligations. 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 The provisions of this Section 5.06 shall have 3.4(o) survive the meanings set forth in the Transfer ActClosing.