Common use of Efforts of the Parties Clause in Contracts

Efforts of the Parties. (a) Subject to the terms and conditions set forth in this Agreement, each of Seller and Buyer, except where greater efforts or outright non-efforts based obligations are expressly required by the terms of this Agreement, shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Acquisition as promptly as practicable and in any event on or before the End Date, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Acquisition (which actions shall include furnishing all information required by applicable Law in connection with approvals of, clearances or consents from or filings with any Governmental Authority), (ii) to obtain any consent, authorization (including any Governmental Authorization and related bond, letter of credit or other financial assurance), Order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Buyer or any Seller Affiliate in connection with the Acquisition or the taking of any related action contemplated by this Agreement, and (iii) to promptly effect all necessary registrations and filings with Governmental Authorities. (b) Without limiting Section 2.1(f) or Section 7.3(a), Buyer and Seller shall cooperate and shall cause their Affiliates to cooperate using their respective commercially reasonable efforts to transfer, renew, obtain, or to cause to be transferred, renewed or obtained, prior to the Closing or as soon as practicable thereafter, all Governmental Authorizations required under Environmental Law and necessary for Buyer to own or operate the Business or the Transferred Assets (“Environmental Permits”). During the period commencing on the date hereof and continuing for a reasonable amount of time hereafter to achieve such transfer or obtainment (i) each of Buyer, the Buyer Assignees and the Seller Affiliates shall provide or cause to be provided to the other parties all commercially reasonable assistance as is reasonably requested in connection with transferring, renewing or obtaining (and/or terminating, if required by Law or Environmental Law) any such Environmental Permits and (ii) if any Environmental Permits are not transferred or obtained prior to the Closing, Buyer, the Buyer Assignees and the Seller Affiliates shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer or a Buyer Assignee shall obtain the benefit of any such Environmental Permits held by a Seller Affiliate in connection with the ownership or operation of the Business or the Transferred Assets or the Transferred Equity Interests following the Closing; provided, however, that no Seller Affiliate shall be required to pay any consideration therefor, or to commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; provided, further, that Buyer shall indemnify and hold harmless the Seller Indemnitees from and against any and all Losses arising out of or relating to any Environmental Permit held by any Seller Affiliate for the benefit of Buyer or any Buyer Assignee pursuant to any arrangement established pursuant to clause (ii), to the extent related to any period of such arrangement. If such Environmental Permit is not obtained despite Seller’s reasonable performance of its obligations under this Section 7.3(b), Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the consideration be reduced or Seller or its Affiliates be subject to any liability or cost on account of the failure to obtain any such Environmental Permit. (c) Notwithstanding anything to the contrary in Section 7.3(b), in the event that any Governmental Authority does not issue directly to any Seller any Governmental Authorization required for Seller to conduct any assessment, response, removal, remediation, corrective or monitoring activity at any Owned Real Property in connection with Seller’s obligation for any Excluded Liabilities herein, and instead such Governmental Authority requests or requires that Seller conduct such activities pursuant to any Governmental Authorization that (i) is held as of the Closing by any Transferred Company, (ii) is transferred to or obtained by Buyer, any Buyer Assignee or any of their Affiliates before, on or after the Closing Date, or (iii) is issued (including as an amendment) jointly to Buyer and Seller (and/or their respective Affiliates) before, on or after the Closing Date, each of Buyer, the Buyer Assignees and Seller shall use commercially reasonable efforts to cooperate in any such arrangement requested or required by such Governmental Authority. (d) Notwithstanding anything to the contrary in Section 7.3(a) and Section 7.3(b), where the transfer of any Governmental Authorization of Huntsman International (India) Private Limited is not completed within three hundred sixty-five (365) days after the Closing, the period of three hundred sixty-five (365) days shall stand extended until such time as the transfer takes place, and Seller and Huntsman International (India) Private Limited shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer or the applicable Buyer Assignee shall obtain the benefits and obligations of use of any such Governmental Authorization.

Efforts of the Parties. (a) Subject to the terms and conditions set forth in this Agreement, each of Seller and Buyer, except where greater efforts or outright non-efforts based obligations are expressly required by the terms of this Agreement, Buyer shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary under applicable Laws to consummate and make effective the Acquisition as promptly as practicable and in any event on or before the End DateAcquisition, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Acquisition (which actions shall include furnishing all information required by applicable Law in connection with approvals of, clearances or consents from or filings with any Governmental Authority), (ii) to obtain any consentConsent, authorization (including any Governmental Authorization and related bond, letter of credit or other financial assurance), Order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Buyer or any Seller Affiliate in connection with the Acquisition acquisition of the Transferred Assets or the Transferred Company Equity Interests or the taking of any related action contemplated by this Agreement, and (iii) to promptly effect all necessary registrations and filings with Governmental AuthoritiesAuthorities in order to consummate and make effective the Acquisition. Notwithstanding the foregoing, except as provided in Section 7.4, neither Seller nor Buyer shall be required to pay any consideration in connection with the actions described in the foregoing clause (ii) or to commence, defend or participate in any litigation in connection therewith or to offer or grant any accommodation (financial or otherwise) to any third party in connection therewith. (b) Without limiting Section 2.1(fSections 2.1(g) or Section 7.3(a), Buyer and Seller shall cooperate and shall cause their Affiliates to cooperate using their respective commercially reasonable efforts to transfer, renew, obtain, or to cause to be transferred, renewed transferred or obtained, prior to the Closing or as soon as practicable thereafter, all any Governmental Authorizations Authorization issued or required under Environmental Law and (i) necessary for Buyer to own or operate the Business or the Transferred Assets or the Transferred Entities (“Environmental Permits”)) or (ii) necessary for Seller to conduct any assessment, response, removal, remediation, corrective or monitoring activities at any Business Real Property in connection with Seller’s obligations for any Excluded Liabilities herein. During the period commencing on the date hereof and continuing for a reasonable amount until 180 days after the Closing, which 180-day period may be extended in thirty (30) day increments by mutual agreement of time hereafter to achieve such transfer or obtainment the parties, (i) each of Buyer, the Buyer Assignees Corporations and the Seller Affiliates shall provide or cause to be provided to the other parties all commercially reasonable assistance as is reasonably requested in connection with transferringsecuring, renewing transferring or obtaining (and/or terminating, if required by Law or Environmental Law) any such Environmental Permits Permits, and (ii) if any Environmental Permits are not transferred or obtained secured prior to the Closing, pending the earlier of obtaining such Environmental Permit or the expiration of such 180-day period (or such mutually agreed extension), Buyer, the Buyer Assignees Corporations and the Seller Affiliates shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer or a Buyer Assignee Corporation shall obtain the benefit of any such Environmental Permits held by a Seller Affiliate in connection with the ownership or operation of the Business or the Transferred Assets or the Transferred Company Equity Interests following the Closing; provided, however, provided that no Seller Affiliate shall be required to pay any consideration therefor, or to commence, defend or participate in any litigation in connection therewith or to offer or grant any accommodation (financial or otherwise) to any third party; provided, further, and provided further that Buyer shall indemnify and hold harmless the Seller Indemnitees from and against any and all Losses incurred by any Seller Affiliate arising out of or relating to any Environmental Permit held by any Seller Affiliate for the benefit of Buyer or any Buyer Assignee Corporation pursuant to any arrangement established pursuant to clause (ii), to the extent related to any period of such arrangement. If such Environmental Permit is not obtained despite Seller’s reasonable performance of its obligations under this Section 7.3(b)obtained, Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the consideration Consideration be reduced or Seller or its Affiliates be subject to any liability or cost on account of the failure to obtain any such Environmental Permit. (c) Notwithstanding anything to the contrary in Section 7.3(b), in the event that any Governmental Authority does not issue directly to any Seller Affiliate any Governmental Authorization required for such Seller Affiliate to conduct any assessment, response, removal, remediation, corrective or monitoring activity at any Owned Business Real Property in connection with Seller’s obligation for any Excluded Liabilities herein, and instead such Governmental Authority requests or requires that such Seller Affiliate conduct such activities pursuant to any Governmental Authorization that (i) is held as of the Closing by any Transferred CompanyTransferring Corporation, (ii) is transferred to or obtained by Buyer, any Buyer Assignee Corporation or any of their Affiliates before, on or after the Closing Date, or (iii) is issued (including as an amendment) jointly to Buyer and Seller (and/or their respective Affiliates) before, on or after the Closing Date, each of Buyer, the Buyer Assignees Corporations and the Seller Affiliate shall use commercially reasonable efforts to cooperate in any such arrangement requested or required by such Governmental Authority; provided that Seller shall indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses incurred by any Buyer Indemnitee arising out of or relating to such arrangement. (d) Notwithstanding anything to the contrary in Section 7.3(a) and Section 7.3(b), where the transfer of any Governmental Authorization of Huntsman International (India) Private Limited is not completed within three hundred sixty-five (365) days after the Closing, the period of three hundred sixty-five (365) days shall stand extended until such time as the transfer takes place, and Seller and Huntsman International (India) Private Limited shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer or the applicable Buyer Assignee shall obtain the benefits and obligations of use of any such Governmental Authorization.

Efforts of the Parties. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreementherein provided, each of Seller and Buyer, except where greater efforts or outright non-efforts based obligations are expressly required by the terms of this Agreement, shall parties hereto agrees to use commercially its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be donedone not later than February 28, 2011, or as soon as practicable thereafter, all things necessary, proper or advisable necessary under applicable Laws to consummate and make effective the Acquisition as promptly as practicable and in any event on or before the End DateContemplated Transactions, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Acquisition Contemplated Transactions (which actions shall include include, furnishing all information required by applicable Law in connection with approvals of, clearances or consents from or filings with any Governmental Authority), (ii) to obtain any consent, authorization (including any Governmental Authorization and related bond, letter of credit or other financial assurance), Order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Buyer Buyer, Ashland or any Seller Affiliate Asset Selling Corporation in connection with the Acquisition acquisition of the Conveyed Assets or the taking of any related action contemplated by this Agreement, and (iii) to promptly effect all necessary registrations and filings with Governmental Authorities. Without limiting the foregoing, Ashland shall be responsible, at its sole cost and expense, for compliance with all applicable requirements of the Industrial Site Recovery Act (“ISRA”) in connection with the Contemplated Transactions and, prior to the Closing Date, Ashland shall obtain from the New Jersey Department of Environmental Protection (“NJDEP”), and shall provide to the Buyer, either (i) a No Further Action Letter (as defined in ISRA), (ii) a Negative Declaration (as defined in ISRA), (iii) an approved Remedial Action Workplan or Remediation Agreement (as such terms are defined in ISRA), or (iv) any other written acknowledgment from NJDEP of an applicable waiver, exemption or authorization permitted under ISRA. (b) Without limiting Section 2.1(f) Sections 2.3 or Section 7.3(a7.1(a), Buyer Buyer, Ashland and Seller the Asset Selling Corporations shall cooperate and shall cause their Affiliates to cooperate using their respective commercially reasonable efforts to transfer, renew, obtain, or to cause to be transferred, renewed transferred or obtained, prior to the Closing or as soon as practicable thereafter, all any Governmental Authorizations Authorization issued or required under Environmental Law and necessary for Buyer to own or operate the Business or the Transferred Conveyed Assets (“Environmental Permits”). During the period commencing on the date hereof and continuing for a reasonable amount until one hundred eighty (180) days after the Closing, which 180-day period may be extended in thirty (30) day increments by mutual agreement of time hereafter to achieve the parties, provided that, in no case shall such transfer or obtainment aggregate period, including any extensions, end later than the date that is twelve (12) months after the Closing Date, (i) each of Buyer, the Buyer Assignees Ashland and the Seller Affiliates Asset Selling Corporations shall provide or cause to be provided to the other parties all commercially reasonable assistance as is reasonably requested in connection with transferring, renewing or obtaining securing (and/or terminating, if required by Law or Environmental Law) any such Environmental Permits Permits, and (ii) if any Environmental Permits are not transferred or obtained secured prior to the Closing, Buyer, the Buyer Assignees Ashland and the Seller Affiliates Asset Selling Corporations shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller party under which Buyer or a Buyer Assignee shall obtain the benefit of any such Environmental Permits held by a Seller Affiliate Ashland or the Asset Selling Corporations in connection with the ownership or operation of the Business or the Transferred Conveyed Assets or the Transferred Equity Interests following the Closing; provided, however, provided that no Seller Affiliate such assistance and cooperation shall be required not include any obligation to pay any consideration thereforto any third party or Governmental Authority from whom such Environmental Permits are requested under this Section 7.1(b), or to commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; provided, further, and provided further that Buyer shall indemnify and hold harmless the Seller Ashland Indemnitees from and against any and all Losses or Liabilities arising out of or relating to any Environmental Permit held by any Seller Affiliate Ashland or the Asset Selling Corporations for the benefit of Buyer or any Buyer Assignee pursuant to any arrangement established pursuant to clause (ii), to the extent related to any period of such arrangement. If such Environmental Permit is not obtained despite Seller’s reasonable performance of its obligations under this Section 7.3(b), Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the consideration be reduced or Seller or its Affiliates be subject to any liability or cost on account of the failure to obtain any such Environmental Permit. (c) Notwithstanding anything to the contrary in Without limiting Section 7.3(b7.1(a), in the event that any Governmental Authority does not issue directly to any Seller any Governmental Authorization required for Seller to conduct any assessment, response, removal, remediation, corrective or monitoring activity at any Owned Real Property in connection with Seller’s obligation for any Excluded Liabilities herein, and instead such Governmental Authority requests or requires that Seller conduct such activities pursuant to any Governmental Authorization that (i) is held as of prior to the Closing by any Transferred Company, Buyer and Ashland shall negotiate in good faith to complete the schedules to the Commercial Agreements and the Transition Agreements as contemplated in the forms of such agreements attached hereto and (ii) is transferred Ashland shall provide to or obtained by Buyer, any Buyer Assignee or any of their Affiliates before, on or after the Closing Dateprior to December 31, or (iii) is issued (including as an amendment) jointly to Buyer and Seller (and/or their respective Affiliates) before, on or after the Closing Date, each of Buyer2010, the Buyer Assignees audited balance sheet and Seller shall use commercially reasonable efforts to cooperate the statement of invested equity of the Business, in any such arrangement requested or required by such Governmental Authorityeach case as of September 30, 2010, and the audited income statement and statement of cash flows of the Business for the twelve month period ended September 30, 2010, and the related notes thereto, in each case prepared on basis consistent with the Financial Statements. (d) Notwithstanding anything Prior to the contrary in Section 7.3(a) and Section 7.3(b), where the transfer of any Governmental Authorization of Huntsman International (India) Private Limited is not completed within three hundred sixty-five (365) days after the Closing, Ashland shall unwind or otherwise amend or restructure each of (i) the period Amended and Restated Transfer and Administration Agreement, dated as of three hundred sixtyMarch 31, 2010, by and among CVG Capital II LLC, a wholly-five owned special purpose subsidiary of Seller (365“CVG”), Buyer, certain conduit and uncommitted investors named therein, the Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, SunTrust Rxxxxxxx Xxxxxxxx, Inc., Wxxxx Fargo Bank, National Association and various other investor groups, managing agents, letter of credit issuers and administrators a party thereto (the “TAA”) days shall stand extended until such time and (ii) the Sale Agreement, dated as of November 13, 2008, by and between Buyer and CVG, as amended pursuant to the transfer takes placeFirst Amendment to Sale Agreement, dated as of March 31, 2010 (the “Sale Agreement”, and Seller together with the TAA, the “Accounts Receivable Securitization Facility”) in such a manner as enables Ashland and Huntsman International the Asset Selling Corporations to transfer to Buyer and the Buyer Corporations the Accounts Receivable (Indiaother than Allocated Accounts Receivable) Private Limited shall use commercially reasonable efforts in a form customarily acceptable to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer or the applicable Buyer Assignee shall obtain the benefits and obligations asset backed lenders for purposes of use of any such Governmental Authorizationsecuring asset backed financing facilities.

Efforts of the Parties. (a) Subject to the terms and conditions set forth in this Agreement, each of Seller and Buyer, except where greater efforts or outright non-efforts based obligations are expressly required by the terms of this Agreement, Buyer shall use commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary under applicable Laws to consummate and make effective the Acquisition as promptly as practicable and in any event on or before the End DateAcquisition, including (i) to comply promptly with all legal requirements under Law which may be imposed on it with respect to this Agreement and the Acquisition (which actions shall include furnishing all information required by applicable Law in connection with approvals of, clearances or consents from or filings with any Governmental Authority), (ii) to obtain any consent, authorization (including any Governmental Authorization and related bond, letter of credit or other financial assurance), Order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Buyer or any Seller Affiliate in connection with the Acquisition acquisition of the Transferred Assets or the taking of any related action contemplated by this Agreement, and (iii) to promptly effect all necessary registrations and filings with Governmental Authorities. (b) Without limiting Section 2.1(f) or Section 7.3(a2.1(e), Buyer and Seller shall cooperate and shall cause use their Affiliates to cooperate using their respective commercially reasonable best efforts to transfer, renew, transfer or obtain, or to cause to be transferred, renewed or obtained, prior to the Closing or as soon as practicable thereafter, all any Governmental Authorizations Authorization required under Environmental Law and necessary for Buyer to own or operate the Business or the Transferred Assets (“Environmental Permits”). During the period commencing on the date hereof and continuing for a reasonable amount of time hereafter to achieve such transfer or obtainment (i) each of Buyer, the Buyer Assignees and the Seller Affiliates shall provide or cause to be provided to the other parties all commercially reasonable assistance as is reasonably requested in connection with transferring, renewing or obtaining (and/or terminating, if required by Law or Environmental Law) If any such Environmental Permits and (ii) if any Environmental Permits are not transferred to or obtained by Buyer prior to the Closing, Buyer, the Buyer Assignees and the Seller Affiliates shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer or a Buyer Assignee shall obtain obtains the benefit of any such the Environmental Permits held by a Seller; provided that Seller Affiliate in connection with the ownership or operation of the Business or the Transferred Assets or the Transferred Equity Interests following the Closing; provided, however, that no Seller Affiliate shall not be required to pay any consideration therefor, or to commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; provided, further, and provided further that Buyer shall fully indemnify and hold harmless the Seller Indemnitees from and against any and all Losses arising out of or relating to any Environmental Permit held by any Seller Affiliate for the benefit of Buyer or any Buyer Assignee pursuant to any arrangement established pursuant to clause (ii), to the extent related to any period of such arrangement. If such Environmental Permit is not obtained despite Seller’s reasonable performance of its obligations under this Section 7.3(bregarding Environmental Permits shall cease one hundred eighty (180) days after the Closing (the “Permit Expiration Date”), at which point Seller will be deemed to have fulfilled its obligations all related requirements under this Agreement and under no circumstances shall the consideration Consideration be reduced or Seller or its Affiliates be subject to any liability or cost Liability on account of the failure to obtain any such Environmental Permit. (c) Notwithstanding anything to the contrary in Section 7.3(b); provided that, in the event that any Governmental Authority does not issue directly to any Seller any Governmental Authorization required for Seller to conduct any assessment, response, removal, remediation, corrective or monitoring activity at any Owned Real Property in connection with of Seller’s obligation Environmental Permits for any Excluded Liabilities herein, and instead such Governmental Authority requests the Business have not been transferred to Buyer on or requires that Seller conduct such activities pursuant prior to any Governmental Authorization that the Permit Expiration Date as a result of (i) is held as any change made or permitted by Seller or its Affiliates to be made, or any failure to maintain any current equipment of the Closing by any Transferred Company, Business applicable to such Environmental Permits or (ii) is transferred to or obtained by Buyer, any Buyer Assignee or any of their Affiliates before, on or after the Closing Date, or (iii) is issued (including as an amendment) jointly to Buyer and Seller (and/or their respective Affiliates) before, on or after the Closing Date, each of Buyer, the Buyer Assignees and Seller shall use commercially reasonable efforts Seller’s failure to cooperate in any such arrangement requested or required by such Governmental Authority. (d) Notwithstanding anything to the contrary in Section 7.3(a) and accordance with this Section 7.3(b), where the transfer of any Governmental Authorization of Huntsman International (India) Private Limited Permit Expiration Date may be extended by Buyer, in its sole direction, until the date that is not completed within three hundred and sixty-five (365) days after the Closing. In the event that the Permit Expiration Date is extended pursuant to the immediately preceding sentence, the period of three hundred sixty-five (365) days shall stand extended until such time as the transfer takes place, Buyer and Seller and Huntsman International (India) Private Limited shall continue to use commercially reasonable efforts to cooperate to transfer such Environmental Permit in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer or the applicable Buyer Assignee shall obtain the benefits and obligations of use of any such Governmental Authorizationaccordance with this Section 7.3(b).

Efforts of the Parties. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreementherein provided, each of Seller and Buyer, except where greater efforts or outright non-efforts based obligations are expressly required by the terms of this Agreement, shall parties hereto agrees to use commercially its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be donedone not later than February 28, 2011, or as soon as practicable thereafter, all things necessary, proper or advisable necessary under applicable Laws to consummate and make effective the Acquisition as promptly as practicable and in any event on or before the End DateContemplated Transactions, including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the Acquisition Contemplated Transactions (which actions shall include include, furnishing all information required by applicable Law in connection with approvals of, clearances or consents from or filings with any Governmental Authority), (ii) to obtain any consent, authorization (including any Governmental Authorization and related bond, letter of credit or other financial assurance), Order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Buyer Buyer, Ashland or any Seller Affiliate Asset Selling Corporation in connection with the Acquisition acquisition of the Conveyed Assets or the taking of any related action contemplated by this Agreement, and (iii) to promptly effect all necessary registrations and filings with Governmental Authorities. Without limiting the foregoing, Ashland shall be responsible, at its sole cost and expense, for compliance with all applicable requirements of the Industrial Site Recovery Act (“ISRA”) in connection with the Contemplated Transactions and, prior to the Closing Date, Ashland shall obtain from the New Jersey Department of Environmental Protection (“NJDEP”), and shall provide to the Buyer, either (i) a No Further Action Letter (as defined in ISRA), (ii) a Negative Declaration (as defined in ISRA), (iii) an approved Remedial Action Workplan or Remediation Agreement (as such terms are defined in ISRA), or (iv) any other written acknowledgment from NJDEP of an applicable waiver, exemption or authorization permitted under ISRA. (b) Without limiting Section 2.1(f) Sections 2.3 or Section 7.3(a7.1(a), Buyer Buyer, Ashland and Seller the Asset Selling Corporations shall cooperate and shall cause their Affiliates to cooperate using their respective commercially reasonable efforts to transfer, renew, obtain, or to cause to be transferred, renewed transferred or obtained, prior to the Closing or as soon as practicable thereafter, all any Governmental Authorizations Authorization issued or required under Environmental Law and necessary for Buyer to own or operate the Business or the Transferred Conveyed Assets (“Environmental Permits”). During the period commencing on the date hereof and continuing for a reasonable amount until one hundred eighty (180) days after the Closing, which 180-day period may be extended in thirty (30) day increments by mutual agreement of time hereafter to achieve the parties, provided that, in no case shall such transfer or obtainment aggregate period, including any extensions, end later than the date that is twelve (12) months after the Closing Date, (i) each of Buyer, the Buyer Assignees Ashland and the Seller Affiliates Asset Selling Corporations shall provide or cause to be provided to the other parties all commercially reasonable assistance as is reasonably requested in connection with transferring, renewing or obtaining securing (and/or terminating, if required by Law or Environmental Law) any such Environmental Permits Permits, and (ii) if any Environmental Permits are not transferred or obtained secured prior to the Closing, Buyer, the Buyer Assignees Ashland and the Seller Affiliates Asset Selling Corporations shall use commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller party under which Buyer or a Buyer Assignee shall obtain the benefit of any such Environmental Permits held by a Seller Affiliate Ashland or the Asset Selling Corporations in connection with the ownership or operation of the Business or the Transferred Conveyed Assets or the Transferred Equity Interests following the Closing; provided, however, provided that no Seller Affiliate such assistance and cooperation shall be required not include any obligation to pay any consideration thereforto any third party or Governmental Authority from whom such Environmental Permits are requested under this Section 7.1(b), or to commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; provided, further, and provided further that Buyer shall indemnify and hold harmless the Seller Ashland Indemnitees from and against any and all Losses or Liabilities arising out of or relating to any Environmental Permit held by any Seller Affiliate Ashland or the Asset Selling Corporations for the benefit of Buyer or any Buyer Assignee pursuant to any arrangement established pursuant to clause (ii), to the extent related to any period of such arrangement. If such Environmental Permit is not obtained despite Seller’s reasonable performance of its obligations under this Section 7.3(b), Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the consideration be reduced or Seller or its Affiliates be subject to any liability or cost on account of the failure to obtain any such Environmental Permit. (c) Notwithstanding anything to the contrary in Without limiting Section 7.3(b7.1(a), in the event that any Governmental Authority does not issue directly to any Seller any Governmental Authorization required for Seller to conduct any assessment, response, removal, remediation, corrective or monitoring activity at any Owned Real Property in connection with Seller’s obligation for any Excluded Liabilities herein, and instead such Governmental Authority requests or requires that Seller conduct such activities pursuant to any Governmental Authorization that (i) is held as of prior to the Closing by any Transferred Company, Buyer and Ashland shall negotiate in good faith to complete the schedules to the Commercial Agreements and the Transition Agreements as contemplated in the forms of such agreements attached hereto and (ii) is transferred Ashland shall provide to or obtained by Buyer, any Buyer Assignee or any of their Affiliates before, on or after the Closing Dateprior to December 31, or (iii) is issued (including as an amendment) jointly to Buyer and Seller (and/or their respective Affiliates) before, on or after the Closing Date, each of Buyer2010, the Buyer Assignees audited balance sheet and Seller shall use commercially reasonable efforts to cooperate the statement of invested equity of the Business, in any such arrangement requested or required by such Governmental Authorityeach case as of September 30, 2010, and the audited income statement and statement of cash flows of the Business for the twelve month period ended September 30, 2010, and the related notes thereto, in each case prepared on basis consistent with the Financial Statements. (d) Notwithstanding anything Prior to the contrary in Section 7.3(a) and Section 7.3(b), where the transfer of any Governmental Authorization of Huntsman International (India) Private Limited is not completed within three hundred sixty-five (365) days after the Closing, Ashland shall unwind or otherwise amend or restructure each of (i) the period Amended and Restated Transfer and Administration Agreement, dated as of three hundred sixtyMarch 31, 2010, by and among CVG Capital II LLC, a wholly-five owned special purpose subsidiary of Seller (365“CVG”), Buyer, certain conduit and uncommitted investors named therein, the Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, SunTrust Xxxxxxxx Xxxxxxxx, Inc., Xxxxx Fargo Bank, National Association and various other investor groups, managing agents, letter of credit issuers and administrators a party thereto (the “TAA”) days shall stand extended until such time and (ii) the Sale Agreement, dated as of November 13, 2008, by and between Buyer and CVG, as amended pursuant to the transfer takes placeFirst Amendment to Sale Agreement, dated as of March 31, 2010 (the “Sale Agreement”, and Seller together with the TAA, the “Accounts Receivable Securitization Facility”) in such a manner as enables Ashland and Huntsman International the Asset Selling Corporations to transfer to Buyer and the Buyer Corporations the Accounts Receivable (Indiaother than Allocated Accounts Receivable) Private Limited shall use commercially reasonable efforts in a form customarily acceptable to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer or the applicable Buyer Assignee shall obtain the benefits and obligations asset backed lenders for purposes of use of any such Governmental Authorizationsecuring asset backed financing facilities.