ISRA. (a) Seller shall comply with all obligations imposed by ISRA prior to Closing. Such obligations shall include, without limitation, preparation and submission, within the timeframes established by ISRA and the regulations promulgated pursuant to ISRA, any and all filings required by the NJDEP to allow the transaction to proceed under ISRA, including a General Information Notice as defined in ISRA but excluding the ISRA-related documents to be prepared and submitted to NJDEP by Buyer pursuant to Section 5.10(b). Seller shall provide Buyer drafts of such documents three (3) Business Days prior to submitting such documents to NJDEP. Seller and Buyer shall each work together to reach agreement on such documents prior to submittal of such documents to NJDEP by Seller.
(b) Notwithstanding the provisions of Section 5.10(a) above, Buyer shall make timely application for a Remediation Agreement, or if there is an existing Remediation Agreement applicable to the Paulsboro Refinery, an Amendment to that Remediation Agreement designating Buyer as the responsible party under the Remediation Agreement and which, once executed, allows the parties hereto to complete the transactions contemplated by this Agreement pursuant to the requirements of ISRA. Buyer shall provide Seller drafts of such documents ten (10) days prior to submitting such documents to NJDEP and Seller and Buyer shall each work together to reach agreement on such documents prior to submittal of such documents to NJDEP by Buyer. Buyer shall submit the Remediation Agreement to NJDEP for approval at least fifteen (15) Business Days prior to the Closing. Except for Buyer’s costs to prepare and submit such documents to the NJDEP, Buyer’s costs and expenses that relate to the Remediation Agreement or any remediation activity conducted pursuant to ISRA and this Agreement shall be considered costs and expenses for conditions that existed at the Transferred Assets prior to the Effective Time and shall apply to Buyer’s rights of indemnification pursuant to Section 10.2(b).
(c) Buyer shall be responsible for and shall establish and maintain a Remediation Funding Source as NJDEP may require in accordance with N.J.A.C. 7:26C-7.
(d) Seller shall assist and fully cooperate with, in a prompt and timely manner, Buyer’s reasonable requests in connection with satisfying the terms of any such Remediation Agreement and performing any obligations under or complying with all other directives, orders or requirements of ISRA relat...
ISRA. 1. Tenant shall not operate any business at the Demised Premises which shall have an SIC which is subject to the Industrial Site Recovery Act, N.J.S.A. 13:lK-6 et seq. and the regulations promulgated thereunder (hereinafter referred to as “ISRA”), nor shall Tenant change its use to any other use subject to ISRA without Landlord’s prior written consent, which may be withheld in Landlord’s sole discrection.
2. Notwithstanding any provision of ISRA to the contrary, if Tenant is operating an “Industrial Establishment”, as that term is defined in ISRA, Tenant shall, at Tenant’s own expense, comply with ISRA and the regulations promulgated thereunder. In such event Tenant shall, at Tenant’s own expense make all submissions to, provide all information to, and comply with all requirements of the Bureau of Industrial Site Evaluation (hereinafter referred to as the “Bureau”) of the State of New Jersey, Department of Environmental Protection and Energy (hereinafter referred to as the “NJDEPE”). At no expense to Landlord, Tenant shall promptly provide all documents, studies, surveys, correspondence and other information requested by Landlord relating to or in furtherance of ISRA compliance.
3. Tenant’s obligations under this Paragraph shall arise if there is any closing, termination or transferring of operations of an industrial establishment subject to ISRA. At no expense to Landlord, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits and shall promptly furnish such affidavits when requested by Landlord.
4. Tenant shall indemnify, defend and save harmless Landlord from all fines, fees (including attorney’s fees), suits procedures, claims, and actions of any kind arising out of Tenant’s failure to provide all information, make all submissions, and take all actions required under ISRA or by the NJDEPE.
5. Tenant’s obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for compliance with ISRA. Tenant’s failure to abide by the terms of this Paragraph shall be restrained by injunction and such other relief as afforded by law.
ISRA. If Tenant’s operations at the Premises now or hereafter constitute an “Industrial Establishment” (as defined under ISRA) or are subject to the provisions of any other Environmental Law, then Tenant agrees to comply, at its sole cost and expense, with all requirements of ISRA and any other applicable Environmental Law to the satisfaction of Landlord and the governmental entity, department or agency having jurisdiction over such matters (including, but not limited to, performing site investigations and performing any removal and remediation required in connection therewith) in connection with (i) the occurrence of the Expiration Date, (ii) any termination of this Lease prior to the Expiration Date, (iii) any closure, transfer or consolidation of Tenant’s operations at the Premises, (iv) any change in the ownership or control of Tenant, (v) any permitted assignment of this Lease or permitted sublease of all or part of the Premises or (vi) any other action by Tenant which triggers ISRA or any other Environmental Law.
ISRA. Company shall seek a determination from the New Jersey Department of Environmental Protection ("NJDEP") that the Industrial Site Recovery Act, N.J.
ISRA. Vyteris' shall have obtained either (i) a written determination (based upon an affidavit of Vyteris) from the New Jersey Department of Environmental Protection ("NJDEP") that the transactions contemplated by this Agreement are not subject to the requirements of ISRA, or (ii) a Remediation Agreement (in form and substance satisfactory to Vyteris) issued by the NJDEP pursuant to ISRA authorizing the consummation of the transactions contemplated hereby prior to the issuance of any "Negative Declaration," "No Further Action Letter" or approval of any "Remedial Action Workplan," as such terms are defined under ISRA, or (iii) a "Negative Declaration" or approvals of any "Remedial Action Workplan" (in either case in form and substance satisfactory to Vyteris) with respect to each property in New Jersey which Vyteris owns or operates, in each case to the extent that such property renders the provisions of ISRA applicable to the transactions contemplated by this Agreement. Compliance with the provisions of Sections 11.2, 11.3 and 11.4, shall be certified to at the Closing of the Merger on behalf of Treasure Mountain and Vyteris Mergerco by the President and Secretary of Treasure Mountain.
ISRA. The Company, at its sole cost and expense, shall obtain, prior to the Effective Time, either (i) a written determination (based upon an affidavit from the Company that is approved by the Parent prior to its submission to the New Jersey Department of Environmental Protection (“NJDEP”)) from the NJDEP that the transactions contemplated by, or the properties subject to, this Agreement are not subject to the requirements of ISRA, or (ii) a Remediation Agreement (in form and substance satisfactory to Parent) issued by the NJDEP pursuant to ISRA authorizing the consummation of the transactions contemplated by this Agreement prior to the issuance of any “Negative Declaration,” “No Further Action Letter” or approval of any “Remedial Action Workplan,” as such terms are defined under ISRA, or (iii) a “Negative Declaration” or approvals of any “Remedial Action Workplan” (in either case in form and substance satisfactory to the Parent) with respect to each property in New Jersey which the Company or any of its Subsidiaries owns or operates, in each case to the extent that such property renders the provisions of ISRA applicable to the transactions contemplated by this Agreement. The Company will obtain and maintain a “Remediation Funding Source” in form and amount approvable by the NJDEP as required in furtherance of the Company’s obligations under this covenant.
ISRA. For any Facility subject or potentially subject to ISRA, (a) Company shall have obtained a letter of non-applicability from the NJDEP or (b) if ISRA is applicable to one or more of such Facilities, with respect to each such Facility, Company shall have obtained an approval of a Remedial Action Workplan (as such term is defined by ISRA) from the NJDEP, entered into a Remediation Agreement (as such term is defined by ISRA) with the NJDEP or obtained such other approval as authorized by ISRA to allow for the closing of this transaction.
ISRA. Xxxxxxx shall obtain from the New Jersey Department of ---- Environmental Protection either (i) a declaration of non-applicability of the New Jersey Industrial Site Recovery Act ("ISRA") to the Merger or any other ---- transactions contemplated thereby, or (ii) approval of a negative declaration or other action required to comply with ISRA, in each case which is reasonably acceptable to Shire.
ISRA. The Company, at its sole cost and expense, shall obtain, prior to the Effective Time, either (i) a written opinion from its counsel (based upon an affidavit from the Company that is approved by Parent) that the transactions contemplated by, or the properties subject to, this Agreement are not subject to the requirements of ISRA, or (ii) a Remediation Certification (in form and substance satisfactory to Parent) prepared by a New Jersey Licensed Site Remediation Professional (“LSRP”) pursuant to ISRA authorizing the consummation of the transactions contemplated by this Agreement prior to the issuance of any “Negative Declaration,” “Response Action Outcome” or approval of any “Remedial Action Workplan,” as such terms are defined under ISRA and SRRA, or (iii) an approval of a Remedial Action Workplan (in form and substance satisfactory to the Parent) , or (iv) issuance of a Negative Declaration, waiver or other approval by the New Jersey Department of Environmental Protection (“NJDEP”) pursuant to N.J.A.C. 13:1K-11.2 through 11.8 with respect to each property in New Jersey that the Company or any of its Subsidiaries owns or operates, in each case to the extent that such property renders the provisions of ISRA applicable to the transactions contemplated by this Agreement. The Company will obtain and maintain a “Remediation Funding Source,” as such term is defined under BCSRA, or other financial assurance in form and amount approvable by the LSRP and the NJDEP as required in furtherance of the Company’s obligations under this Section 6.19.
ISRA. The Company shall have delivered to the Purchaser evidence of the Company's having obtained an ISRA Clearance (as defined in Section 7.4 hereof).
