Common use of Environmental Insurance Clause in Contracts

Environmental Insurance. On or by the Initial Closing, SSA shall, at its sole cost and expense, obtain and maintain one or more environmental insurance policies to be issued by AIG, XL or Chubb in substantially the same form as the form attached hereto as Exhibit P, with a minimum term of ten (10) years, with aggregate limits of not less than $20 Million, and a self-insured retention of not more than $250,000, to cover: (i) any and all third-party claims for bodily injury and property damage (excluding NRD Liabilities) relating to known environmental conditions at the Property; and (ii) any and all claims for bodily injury, property damage, or remediation liability associated with unknown environmental conditions at the Property, including but not limited to all necessary operation and maintenance related to such unknown environmental conditions, if any. The NL Companies, SERA and the County shall be named as additional insureds on each such policy. Without limiting the generality thereof and notwithstanding anything to the contrary reflected in Exhibit P, each such policy shall: (i) make clear that the insured vs. insured exclusion will not apply as among the parties to this Agreement; (ii) contain a waiver of subrogation in favor of the NL Companies, SERA and the County; (iii) be non-cancellable, except in the event of non-payment of premium and provide for notice to the NL Companies in such event; (iv) contain an endorsement that the policy is intended to be primary coverage; and (v) be subject to a final review and approval by the NL Companies, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary above, the NL Companies shall not be named as an additional insured with respect to any coverage provided for NRD Liabilities and Raritan River Liabilities. A certificate for each such policy evidencing the coverage provided thereunder and that the NL Companies, the County and SERA have been named as additional insureds shall be provided to the NL Companies, the County and SERA. Assurance of payment of the premiums for such policies shall be provided as follows:

Environmental Insurance. On The parties acknowledge and agree that, on or about the Closing Date, a site-specific environmental pollution legal liability (PLL) insurance policy will be bound in conjunction with the consummation of the transaction contemplated by this Agreement (the Initial Closing“Environmental Policy”) pursuant to the terms of this Section 11.6. At a minimum, SSA shall, at its sole cost and expense, obtain and maintain one or more environmental insurance policies to be issued by AIG, XL or Chubb in substantially the same form as the form attached hereto as Exhibit P, with a minimum term of ten (10) years, with aggregate limits of not less than $20 Million, and a self-insured retention of not more than $250,000, to coverEnvironmental Policy will: (i) any provide coverage for cleanup obligations and all third-third party claims for (e.g., bodily injury and property damage (excluding NRD Liabilitiesdamage) relating to known environmental conditions at the Property; and (ii) any and all claims for bodily injury, property damage, or remediation liability associated with resulting from unknown environmental conditions at the Property, including but not limited to all necessary operation and maintenance related to such unknown environmental conditions, if any. The NL Companies, SERA and the County shall be named as additional insureds on each such policy. Without limiting the generality thereof and notwithstanding anything to the contrary reflected in Exhibit P, each such policy shall: (i) make clear that the insured vs. insured exclusion will not apply as among the parties to this Agreementexisting Environmental Conditions; (ii) contain a waiver identify the University of subrogation in favor of the NL Companies, SERA Connecticut as first named insured and the CountyState of Connecticut as a named insured; (iii) be non-cancellable, except in the event have a term of non-payment of premium and provide for notice to the NL Companies in such eventat least five (5) years; (iv) contain an endorsement that provide limits of coverage and deductibles or self-insured retentions in amounts satisfactory to Seller in the policy is intended to be primary coverageexercise of its reasonable business judgement; and (v) be subject provided or issued by a solvent and responsible insurance company licensed to a final do business in the State of Connecticut. Seller shall provide Purchaser with the Environmental Policy for Purchaser's review and approval by prior to the NL CompaniesClosing Date, which such approval shall not to be unreasonably withheld, conditioned conditioned, denied or delayed. Notwithstanding anything to the contrary above, the NL Companies shall not The parties agree that Purchaser will be named as an additional insured with respect to any coverage provided solely responsible for NRD Liabilities and Raritan River Liabilities. A certificate for each such policy evidencing the coverage provided thereunder and that the NL Companies, the County and SERA have been named as additional insureds shall be provided to the NL Companies, the County and SERA. Assurance of payment of the premiums for premium of the Environmental Policy, including any associated filing fees and taxes, up to a maximum amount of $250,000 (the “Premium Cap”), and that such policies payment shall be provided as follows:made by Purchaser at or prior to the Closing Date. Satisfaction of any deductibles or self-insured retention associated with the Environmental Policy shall be the responsibility of Purchaser, and shall be secured by the Remediation Letter of Credit. In the event that an Environmental Policy is not available at a cost equal to or less than the Premium Cap, and on satisfactory terms, Seller shall have the choice, in its sole discretion, to (i) waive the requirement of the Environmental Policy and proceed to Closing with no adjustment in the Purchase Price, (ii) pay the portion of the premium for the Environmental Policy above the Premium Cap and proceed to Closing with no adjustment to the Purchase Price, or (iii) terminate this Agreement, in which case the Deposit shall be returned to Purchaser. The parties agree that the failure of Purchaser to perform in accordance with the terms of this Section 11.6 would constitute a material breach of the terms of this Agreement.

Environmental Insurance. On Throughout the first ten (10) years of the Lease Term, Lessor shall include each of the Properties located at 30 Xxxxx Xxxxxxxx Xx., Xxxxxxxxxxxx, XX and 700 Xxxx Xxx., Carnegie, PA (collectively, the “Environmental Insurance Properties”) in the Master Environmental Policy; provided that, on or before the Effective Date Lessee shall pay $40,000 in total to Lessor for the Environmental Insurance Properties Property’s pro rata share of the premium of for such Master Environmental Policy. Thereafter, Lessee shall, upon not less than thirty (30) days written notice from Lessor, reimburse Lessor for each of the Environmental Insurance Properties reasonable pro rata share of the premium paid by Lessor at the Initial Closingtime of each renewal of such Master Environmental Policy. Notwithstanding the foregoing, SSA shallif at any time during the Lease Term (i) Lessor is not able to include either of the Environmental Insurance Properties in the Master Environmental Policy due to environmental insurer’s rejection or refusal to insure or because the Master Environmental Policy is no longer available and has provided not less than thirty (30) days written notice to Lessee of such inability, or (ii) upon not less than thirty (30) days written notice to Lessor, Lessee elects not to be included under the Master Environmental Policy, then in either case, Lessee shall maintain, at its sole cost and expense, obtain and maintain one an Environmental Policy with respect to each of the Environmental Insurance Properties in form reasonably satisfactory to Lessor in its reasonable discretion in lieu of the Master Environmental Policy. If Lessor is not able to include either of the Environmental Insurance Properties in the Master Environmental Policy due to environmental insurer’s rejection or more environmental insurance policies refusal to be issued by AIG, XL insure or Chubb because the Master Environmental Policy is no longer available as set forth in substantially the same form as the form attached hereto as Exhibit P, with a minimum term of ten (10) years, with aggregate limits of not less than $20 Million, and a self-insured retention of not more than $250,000, to cover: subsection (i) any above, then Lessor shall use commercially reasonable efforts to assist Lessee in obtaining an Environmental Policy. Lessor and all third-Lessee each acknowledge and agree that (a) no party claims for bodily injury and property damage (excluding NRD Liabilities) relating to known environmental conditions at shall amend or terminate the PropertyEnvironmental Policy without the prior written consent of the other party; and (iib) any and all claims for bodily injury, property damage, or remediation liability associated with unknown environmental conditions at the Property, including but not limited to all necessary operation and maintenance related to such unknown environmental conditions, if any. The NL Companies, SERA and the County this Lease shall be named as additional insureds on each such policy. Without limiting the generality thereof and notwithstanding anything to the contrary reflected in Exhibit P, each such policy shall: (i) make clear that the insured vs. insured exclusion will not apply as among the parties to this Agreement; (ii) contain a waiver of subrogation in favor of the NL Companies, SERA and the County; (iii) be non-cancellable, except in the event of non-payment of premium and provide for notice to the NL Companies in such event; (iv) contain an endorsement that the policy is intended to be primary coverage; and (v) be subject to a final review and approval by the NL Companies, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary above, the NL Companies shall not be named referenced as an additional “insured with respect to any coverage provided for NRD Liabilities and Raritan River Liabilities. A certificate for each such policy evidencing contract” under the coverage provided thereunder and that the NL Companies, the County and SERA have been named as additional insureds shall be provided to the NL Companies, the County and SERA. Assurance of payment of the premiums for such policies shall be provided as follows:Environmental Policy.

Environmental Insurance. On At or by the Initial prior to Closing, SSA shallPurchaser shall use Commercial Reasonable Efforts to obtain a form of policy of pollution legal liability insurance (the “PLL Policy”) issued by a Qualified Insurer, at its sole cost and expense, obtain and maintain one or more environmental insurance policies to be issued by AIGeffective as of the Closing Date, XL or Chubb in substantially the same form as the form attached hereto as Exhibit P, with a minimum term of ten (10) years, with aggregate limits of not less than $20 Million, and a self-insured retention of not more than $250,000, to cover: that (i) any and all third-party claims provides coverage for bodily injury and property damage to third parties related to or arising out of the existence prior to the Closing Date of Hazardous Material in or on the structures, soil, sediments, surface water or groundwater at, on, under or from the Assets at levels requiring remediation under applicable Environmental Laws (excluding NRD Liabilitiesthe “Pre-Existing Environmental Matters”) relating (including, with respect to known environmental conditions at any Third Party Claim for which indemnification is available under the Property; and terms of this Agreement) on a claims made basis, (ii) any and all claims for bodily injuryhas a term of at least ten years from the Closing Date, property damage, or remediation liability associated with unknown environmental conditions at the Property, including but not limited to all necessary operation and maintenance related to such unknown environmental conditions, if any. The NL Companies, SERA and the County shall be named as additional insureds on each such policy. Without limiting the generality thereof and notwithstanding anything to the contrary reflected in Exhibit P, each such policy shall: (i) make clear that the insured vs. insured exclusion will not apply as among the parties to this Agreement; (ii) contain a waiver of subrogation in favor of the NL Companies, SERA and the County; (iii) be non-cancellableidentifies Purchaser and Exxxxxxxx as the named insureds, except in the event of non-payment of premium and provide for notice to the NL Companies in such event; (iv) contain has an endorsement that aggregate and per incident combined clean-up cost and third party liability coverage under the PLL Policy of no less than $25 million and $5 million, respectively, and a per incident deductible under the policy is intended to be primary coverage; of $500,000, and (v) be subject is otherwise mutually acceptable to Seller and Purchaser (in their good faith and reasonable discretion); provided, however, in the event one or more of the foregoing express provisions identified in clauses (ii) and (iv) of this sentence are not available to the parties based on quotes obtained from a Qualified Insurer, Purchaser may in its sole discretion elect to obtain a PLL Policy with a term, coverage limits and/or deductible which are higher or lower than those set forth in clauses (ii) and (iv) of this sentence. Seller shall bear one-third of the premium of the PLL Policy, up to a final review maximum of $500,000, and approval by Purchaser shall bear the NL Companies, which approval shall not be unreasonably withheld, conditioned or delayedremainder of the premium. Notwithstanding anything to Any deductible amount under the contrary above, the NL Companies shall not be named as an additional insured PLL Policy with respect to any coverage provided for NRD Liabilities and Raritan River Liabilities. A certificate for each incident covered by such policy evidencing the coverage provided thereunder and that the NL Companies, the County and SERA have been named as additional insureds shall be provided borne two-thirds by Purchaser and one-third by Seller. For purposes of securing such quotations with the coverages contemplated by this Section 6.15, Purchaser, Seller and Exxxxxxxx shall cooperate with the insurer during the application process and shall make full disclosure to the NL CompaniesQualified Insurers of all environmental conditions known to exist at the Assets and such other additional information as the Qualified Insurers may request. At the Closing, Purchaser shall obtain a bound PLL Policy that is identical to the County and SERA. Assurance form of payment PLL Policy selected pursuant to the terms of the premiums for such policies shall be provided as follows:this Section 6.15.

Environmental Insurance. On In the event that during the Lease Term Tenant utilizes all or by any portion of the Initial ClosingPremises for Lab Use, SSA shallthe provisions of this Section 10.7 shall apply. Landlord may, at its sole cost the option of Landlord, maintain during all or any portion of the Lease Term “Pollution Legal Liability Environmental Insurance,” as that term is set forth below; provided, however, that to the extent Tenant is not in default of this Lease (beyond any applicable notice and expensecure periods). Tenant shall have the option, obtain upon thirty (30) days written notice to Landlord, to itself carry such Pollution Legal Liability Environmental Insurance in lieu of Landlord carrying such insurance; provided further, however, to the extent Tenant elects to carry such Pollution Legal Liability Environment Insurance pursuant to the foregoing option, Tenant shall comply with the express coverage requirements set forth hereinbelow and maintain one or more such insurance coverage shall otherwise comply with the provisions of Section 10.4, above. For purposes of this Lease, the “Pollution Legal Liability Environmental Insurance” (also known as an “Owner’s Policy” of environmental insurance) shall mean insurance policies to be issued by AIG(1) from an insurance carrier with a credit rating of no less than A—X in Best’s Insurance Guide, XL or Chubb in substantially and (2) providing, at a minimum, the same form following: (a) an initial three (3)-year policy term (with successive 1-year terms renewable on a rolling annual basis, until such time as the form attached hereto as Exhibit Ppolicy term equals or exceeds the Lease Expiration Date), with (b) $2,000,000 coverage per incident or occurrence, (c) $2,000,000 aggregate coverage, (d) a minimum term of ten (10) years, with aggregate limits of not less than $20 Million, and a deductible or self-insured retention of not no more than $250,000100,000, to coverand (e) coverage for: (iA) any known and all unknown pre-existing conditions; (B) unknown and later discovered conditions; (C) on-site and off-site third-party claims for bodily injury and or property damage (excluding NRD Liabilities) relating to known environmental conditions at the Propertydamage; and (iiD) any and all claims for bodily injurylegal defense expenses. Furthermore, property damage, or remediation liability associated with unknown environmental conditions at the Property, including but not limited policy of insurance must include an automatic extended reporting period that provides the Insured a period of no less than sixty (60) days following the effective date of termination of coverage in which to all necessary operation and maintenance related to such unknown environmental conditions, if any. The NL Companies, SERA and the County shall be named as additional insureds on each such policy. Without limiting the generality thereof and notwithstanding anything to the contrary reflected in Exhibit P, each such policy shall: (i) make clear that the insured vs. insured exclusion will not apply as among the parties to this Agreement; (ii) contain a waiver of subrogation in favor of the NL Companies, SERA and the County; (iii) be non-cancellable, except in the event of non-payment of premium and provide for written notice to the NL Companies in such event; (iv) contain an endorsement that insurance carrier of claims first made and reported within the automatic extended reporting period. All other terms, coverage, exclusions, or conditions of the policy is intended to be primary coverage; and (v) be subject to a final review and approval by the NL Companies, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary above, the NL Companies shall not be named as an additional insured with respect to any coverage provided for NRD Liabilities and Raritan River Liabilities. A certificate for each such policy evidencing the coverage provided thereunder and that the NL Companies, the County and SERA have been named as additional insureds shall be provided to the NL Companies, the County at Landlord’s sole and SERA. Assurance of payment of the premiums for such policies shall be provided as follows:complete discretion.