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. TF Financial, at its sole cost and expense, shall use commercially reasonable efforts to obtain, prior to the Effective Time, either (i) a written opinion from its counsel (based upon an affidavit from TF Financial that is approved by National Penn) 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 National Penn) 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 National Penn), or (iv) issuance of a Negative Declaration, waiver or other approval by the NJDEP pursuant to N.J.A.C. 13:1K-11.2 through 11.8 with respect to each property in New Jersey that TF Financial 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. TF Financial 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 TF Financial’s obligations under this Section 5.10.
ISRA. Company shall seek a determination from the New Jersey Department of Environmental Protection ("NJDEP") that the Industrial Site Recovery Act, N.J.
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. 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. 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. Seller has no Knowledge that the Real Property has been used to refine, produce, store, handle, transfer or process any Hazardous Substances, except as disclosed in the Environmental Reports or as permitted under the Lease and except as customarily occurs in connection with the construction, use and operation of commercial office buildings and associated improvements. The term "Environmental Reports" means the reports and studies referenced in clause (e) of Section 8.1. If, before the expiration of the Evaluation Period, Seller acquires Knowledge of any fact or condition which constitutes a material change in any of the representations and warranties set forth in Section 8.1, Seller shall (a) promptly notify Purchaser in writing of such fact or condition, and (b) have the right to cure such fact or condition before the Closing, and the existence of such fact or condition shall not be a ground for Purchaser terminating this Agreement, provided that (i) Seller, promptly, after discovering the fact or condition, assures Purchaser in writing that Seller is capable of curing, and intends to cure, such fact or condition prior to the Closing and (ii) Seller acts diligently to cure the fact or condition and completes such cure prior to the Scheduled Closing Date. Subject to Seller's right to cure as set forth in the preceding sentence, provided a material change in any representation or warranty is not the result of the willful breach of this Agreement by Seller and does not relate to a Strict Representation, Purchaser's exclusive remedy upon being advised of any material change in the representations and warranties shall be the termination of this Agreement. If Purchaser desires to terminate this Agreement due to a material change in any representation or warranty, Purchaser shall notify Seller within five (5) Business Days after receipt of a notice from Seller advising of any such change, whereupon, the Xxxxxxx Money Deposit shall be returned to Purchaser and, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. For the avoidance of doubt, Purchaser shall have no right to terminate this Agreement on account of (and Seller shall have no liability in connection with) any change in a representation or warranty occurring after the expiration of the Evaluation Period, unless the change relates to a Strict Representation or is caused by a willful breach of this Agreement by Selle...
ISRA. With respect to the Leased Facility located at 000 Xxxxx Xxxxx 00, Xxxx Xxxxxx, Xxx Xxxxxx (the “West Berlin Facility”), the Sellers shall (a) submit a General Information Notice to the New Jersey Department of Environmental Protection (“NJDEP”) within five (5) days of the date hereof as required by the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. (“ISRA”); and (b) achieve compliance with ISRA by (i) prior to the Closing Date, (x) submitting an exemption or waiver application and fee and obtaining NJDEP approval of the application, or (y) obtaining a Response Action Outcome from a Licensed Site Remediation Professional (as such terms are defined under ISRA), or (ii) executing and submitting to NJDEP a Remediation Certification (as such term is defined under ISRA) permitting the consummation of the transactions contemplated by this Agreement and submitting to NJDEP any remediation funding source (as such term is defined under ISRA) required under such Remediation Certification. If the Sellers execute a Remediation Certification, from and after the Closing Date, the Sellers shall take all actions at their sole cost and expense required to achieve compliance with the Sellers’ ISRA obligations relating to the West Berlin Facility and the transactions contemplated by this Agreement. Without limiting the foregoing, in the event the Sellers or the Sellers’ Licensed Site Remediation Professional performs any investigation or remediation at the West Berlin Facility after the Closing Date in order to achieve compliance with ISRA, 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 West Berlin Facility; and (iv) upon the completion of any such investigation or remediation, restore the West Berlin 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’ ISRA compliance activities hereunder, including, without limitation, by providing the Sellers or the Sellers’ Licensed Site Remediation Professional with reasonable access to the West Berlin Facility aft...
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.
