Common use of ISRA Compliance Clause in Contracts

ISRA Compliance. Amneal and Impax acknowledge that the Transactions, including additional actions that may be contemplated to occur after the Closing, may require the parties thereto or their subsidiaries to comply with ISRA. If it is determined that ISRA compliance is required for the Transactions contemplated under this Agreement, each of Impax and Amneal shall provide to the other party documentation reasonably acceptable to the other that is sufficient to establish that the Closing complies with the requirements of ISRA, which may include, for any of the subject facilities, either (i) a Response Action Outcome (as defined by ISRA) letter, (ii) a NJDEP-approved de minimis quantity exemption under N.J. Admin Code §7.26B-5-9, (iii) an NJDEP-approved Remediation in Progress Waiver (as defined by ISRA), or (iv) a remediation certification, with a Remediation Funding Source (as defined by ISRA). If a remediation certification has been filed for any ISRA subject facilities, the Subsidiary that is the owner, lessee or operator of the facility (or appropriate Amneal entity, as mutually agreed to by the parties) shall be designated as the responsible party for all future actions necessary to comply with ISRA. Amneal and Impax shall reasonably cooperate with all actions taken by the other party or its Subsidiaries in furtherance of their ISRA obligations under this Section 6.15, including but not limited to signing any required certifications or submissions to NJDEP. If it is determined that ISRA compliance will be required for any post-closing actions, each of Impax and Amneal shall cooperate and cause its Subsidiaries to cooperate with the designated responsible party with regard to any actions required to comply with ISRA, including providing access to its facilities and record necessary for completion of site investigations, execution of required certifications, and completion and submission to NJDEP of such notices and applications as are reasonably necessary for the expeditious completion of the parties’ ISRA compliance obligations. It is understood that each party shall be responsible for its own ISRA compliance costs and expenses and that liability for site investigation or remediation, if any is required, shall remain the responsibility of the entity that is the owner, lessee or operator of the ISRA-subject property.

ISRA Compliance. Amneal (a) With respect to the Carlstadt Facility and Impax acknowledge that the Rocketdyne Transactions, including additional actions that may be contemplated to occur after the ClosingSeller shall, may require the parties thereto or their subsidiaries to comply with ISRA. If it is determined that ISRA compliance is required for the Transactions contemplated under this Agreement, each of Impax and Amneal shall provide to the other party documentation reasonably acceptable to the other that is sufficient to establish that before the Closing complies with the requirements of ISRADate, which may include, for any of the subject facilities, retain an LSRP and either (i) a Response Action Outcome (as defined by achieve Compliance with ISRA) letter, ; or (ii) a NJDEP-approved de minimis quantity exemption under N.J. Admin Code §7.26B-5-9, (iii) submit to the NJDEP an NJDEP-approved Remediation in Progress Waiver (as defined by ISRA), or (iv) a ISRA remediation certification, with a Remediation Funding Source (as defined by ISRA)respect to the Carlstadt Facility and the Rocketdyne Transactions related to the Carlstadt Facility. If a remediation certification has been filed for any ISRA subject facilities, Arde and the Subsidiary that is the owner, lessee or operator of the facility (or appropriate Amneal entity, as mutually agreed to by the parties) Seller shall be designated as the responsible party for parties under such Remediation Certification, with the Seller being designated as the Lead Party. In the event the Seller or Arde does not achieve Compliance with ISRA with respect to the Carlstadt Facility before the Closing Date, the Seller shall, pursuant to the terms and conditions of this Section 6.16 and Section 9.7, take all future actions necessary to comply achieve Compliance with ISRA after the Closing Date. If required in connection with the submission of the Remediation Certification, the Seller shall, on or before the Closing Date, obtain and post or execute, and from and after the Closing Date maintain at the Seller’s sole cost and expense in full force and effect until released by the NJDEP, a remediation funding source (as such term is defined under ISRA) required under such Remediation Certification to secure the performance of Arde’s and the Seller’s ISRA compliance obligations with respect to the Carlstadt Facility. Any such remediation funding source shall be satisfactory in form and substance to the NJDEP. (b) The Seller shall pay and be responsible for all ISRA Compliance Costs incurred in connection with Arde’s and the Seller’s obligation to achieve Compliance with ISRA. Amneal and Impax shall reasonably cooperate with all actions taken by . (c) In the other party or its Subsidiaries in furtherance of their ISRA obligations under this Section 6.15, including but not limited to signing any required certifications or submissions to NJDEP. If it event the Seller is determined that ISRA compliance will be required for any post-closing actions, each of Impax and Amneal shall cooperate and cause its Subsidiaries to cooperate with the designated responsible party with regard to any actions required to comply perform any Remedial Actions at the Carlstadt Facility following the Closing Date in order to achieve Compliance with ISRA, including providing access the Seller agrees to its facilities perform such Remedial Actions in accordance with the provisions of Section 9.7, Seller’s rights, obligations and record necessary for completion responsibilities of site investigations, execution of required certificationsthe “Lead Party” under Section 9.7(e), and completion the Access Agreement. Without limiting or affecting the applicable provisions of Section 9.7 or the Access Agreement, but by way of supplementation thereto solely with respect to the Seller’s ISRA compliance at the Carlstadt Facility, the Seller agrees to: (i) perform, and submission cause all consultants and contractors, including its LSRP, to NJDEP perform, such Remedial Actions in a workmanlike manner and consistent with applicable Environmental Laws; (ii) comply with all Environmental Laws applicable to the implementation of such notices Remedial Actions at the Carlstadt Facility and applications obtain all Environmental Permits in order to implement such Remedial Actions at the Carlstadt Facility; and (iii) promptly provide the Buyer and Arde with copies of all documents related to the Seller’s actions to achieve Compliance with ISRA in accordance with the applicable provisions of Section 9.7(d), including copies of such documents deemed to be final by its LSRP, but not intended to be submitted or certified to the NJDEP by its LSRP until a later date as are reasonably necessary for required under ISRA or the expeditious completion of the parties’ ISRA compliance obligations. It is understood that each party shall be responsible for its own ISRA compliance costs and expenses and that liability for site investigation or remediation, if any is required, shall remain the responsibility of the entity that is the owner, lessee or operator of the ISRA-subject propertySRRA.

ISRA Compliance. Amneal (a) The Sellers shall, at their sole cost and Impax acknowledge expense, comply with ISRA and promptly make the filings and take all actions required by ISRA or the New Jersey Department of Environmental Protection (the “NJDEP”) for the transactions described herein (“ISRA Compliance Activities”). The parties agree that the TransactionsSellers may implement the Approved Remediation Approaches in completing the ISRA Compliance Activities. Central Can shall, upon reasonable advance notice, permit the Sellers and their employees, agents, consultants, contractors, subcontractors and/or other authorized representatives (the “Authorized Persons”) reasonable access to any Leased Real Property subject to ISRA and shall reasonably cooperate with the Sellers and the Authorized Persons in their efforts to complete the ISRA Compliance Activities. Such reasonable cooperation shall include executing any documents necessary to complete the ISRA Compliance Activities, including additional documents required to support or implement any Approved Remediation Approach. Sellers shall not unreasonably interfere with the occupation of, or operations of Central Can, the Purchaser or its Affiliates, including the Company at such Leased Real Property. The Sellers shall keep Central Can reasonably apprised of its actions that may be contemplated to occur after the Closing, may require the parties thereto or their subsidiaries to comply with ISRAISRA and shall promptly provide Central Can with copies of all filings and correspondence submitted to or received from any Governmental Authority in connection therewith. If it is determined that ISRA compliance is required for the Transactions contemplated under this Agreement, each of Impax and Amneal The Sellers shall promptly provide to Central Can documentation confirming the other party completion of the ISRA Compliance Activities, such as a Response Action Outcome or a no further action letter. In the event such documentation reasonably acceptable is not received prior to Closing, the Sellers shall file a completed remediation certification with the New Jersey Department of Environmental Protection and provide any required financial assurance to allow the transaction contemplated herein to proceed pending the prompt completion of all remaining ISRA obligations by the Sellers after Closing. (b) For the avoidance of doubt, the Sellers’ obligation to satisfy the requirements of ISRA and to complete the ISRA Compliance Activities pursuant to this Agreement shall not include any obligation to address Hazardous Substances that were not present at, on, beneath, or migrating from the subject property on or prior to the other date of Closing. (c) In the event that is sufficient to establish that a dispute arises among the Closing complies parties regarding whether Sellers or Purchaser have complied with the requirements of ISRA, which may include, for any of the subject facilities, either (i) a Response Action Outcome (as defined by ISRA) letter, (ii) a NJDEP-approved de minimis quantity exemption under N.J. Admin Code §7.26B-5-9, (iii) an NJDEP-approved Remediation in Progress Waiver (as defined by ISRA), or (iv) a remediation certification, with a Remediation Funding Source (as defined by ISRA). If a remediation certification has been filed for any ISRA subject facilitiesthis Section, the Subsidiary parties shall thereupon attempt in good faith to resolve any differences. In the event that is the owner, lessee parties are unable to reach such conclusion on their own within thirty (30) days or operator of the facility (or appropriate Amneal entity, such longer time as mutually agreed to in writing by the parties) , they shall submit the dispute for resolution to a mutually acceptable LSRP (“Arbiter”), the cost of which shall be designated shared equally between the parties to the dispute. Each party shall have the obligation to submit a dispute for resolution if they are not able to resolve their differences within 30 days of discovery of the dispute. If the parties cannot reach agreement on the selection of a single Arbiter, the parties will each select an LSRP to confer with each other and jointly select an LSRP who will serve as the responsible party for all future actions necessary to comply with ISRAArbiter. Amneal and Impax shall reasonably cooperate with all actions taken by the other party or its Subsidiaries in furtherance of their ISRA obligations under this Section 6.15, including but not limited to signing any required certifications or submissions to NJDEP. If it is determined that ISRA compliance will be required for any post-closing actions, each of Impax and Amneal shall cooperate and cause its Subsidiaries to cooperate with the designated responsible party with regard to any actions required to comply with ISRA, including providing access to its facilities and record necessary for completion of site investigations, execution of required certifications, and completion and submission to NJDEP The result of such notices and applications as are reasonably necessary for the expeditious completion of dispute resolution process shall be binding on the parties’ ISRA compliance obligations. It is understood that each party shall be responsible for its own ISRA compliance costs and expenses and that liability for site investigation or remediation, if any is required, shall remain unless the responsibility parties otherwise agree at the onset of the entity that is the owner, lessee or operator of the ISRA-subject propertysuch process.

ISRA Compliance. Amneal (a) As a condition precedent to consummating the Merger that is the subject of this Agreement, Auric shall (i) at its sole expense, obtain from the New Jersey Department of Environmental Protection ("NJDEP") and Impax acknowledge execute a Remediation Agreement ("RA") pursuant to sections 13:1K-11.5 and 13:1K-9(e) of the Industrial Site Recovery Act; NJSA 13:1K-6 et seq. ("ISRA"), the regulations promulgated thereunder and any amending or successor legislation and regulations, (ii) identify the Surviving Corporation as the "responsible person" under the RA and, as such, shall conduct any remediation or other activity required by NJDEP in connection with the Newark facility and its ISRA obligations triggered by this Merger transaction, and (iii) obtain and post or execute prior to the Closing Date, at the lowest cost reasonably possible, and thereafter maintain in full force and effect, any remediation trust fund, environmental insurance policy, line of credit, self-guarantee or other remediation funding source required by the NJDEP, or pursuant to ISRA, until such remediation funding source is released by the NJDEP. The Surviving Corporation shall pay any and all remediation funding source surcharges. Within thirty (30) days of receiving notice that any such remediation funding source is not satisfactory to the TransactionsNJDEP (or within such shorter time as may be specified by the NJDEP or as may be necessary to avoid the imposition of a penalty), including additional the Surviving Corporation shall take all actions necessary to cure or correct any deficiency. (b) Subsequent to the consummation of the Merger, the Surviving Corporation, as the "responsible person" under the RA, shall conduct any remediation or other activity required by NJDEP in connection with its ISRA obligations triggered by this Merger transaction. (c) All costs associated with Auric's post-closing ISRA obligations including, but not limited to, counsel fees, investigative costs, monitoring costs, laboratory costs, consultants' fees, any New Jersey Pollutant Discharge Elimination System permit or Memorandum of Agreement requirements, any remedial, removal, or restoration work required or performed by federal, state or local government agencies or a political subdivision thereof, or performed by any non-governmental entity or person because of the presence, suspected presence, release or suspected release of a hazardous substance in soil, surface water or ground water at the Newark facility, shall be subject to the environmental cost sharing agreement established under Section 9.2 of this Agreement. (d) If for any reason the Closing does not occur, OMG shall have no obligations to NJDEP, and Auric will take all actions that may be contemplated are necessary to occur after the Closing, may require the parties thereto or their subsidiaries terminate any obligation of OMG to comply with ISRA. If it is determined that ISRA compliance is required for the Transactions contemplated any Governmental Authority under this Agreement, each of Impax and Amneal shall provide provided that any such actions will not affect any remedies that might otherwise be available to the other party documentation reasonably acceptable to the other that is sufficient to establish that the Closing complies with the requirements of ISRA, which may include, for any of the subject facilities, either (i) a Response Action Outcome (as defined by ISRA) letter, (ii) a NJDEP-approved de minimis quantity exemption under N.J. Admin Code §7.26B-5-9, (iii) an NJDEP-approved Remediation in Progress Waiver (as defined by ISRA), or (iv) a remediation certification, with a Remediation Funding Source (as defined by ISRA). If a remediation certification has been filed for any ISRA subject facilities, the Subsidiary that is the owner, lessee or operator of the facility (or appropriate Amneal entity, as mutually agreed to by the parties) shall be designated as the responsible party for all future actions necessary to comply with ISRA. Amneal and Impax shall reasonably cooperate with all actions taken by the other party or its Subsidiaries in furtherance of their ISRA obligations under this Section 6.15, including but not limited to signing any required certifications or submissions to NJDEP. If it is determined that ISRA compliance will be required for any post-closing actions, each of Impax and Amneal shall cooperate and cause its Subsidiaries to cooperate with the designated responsible party with regard to any actions required to comply with ISRA, including providing access to its facilities and record necessary for completion of site investigations, execution of required certifications, and completion and submission to NJDEP of such notices and applications as are reasonably necessary for the expeditious completion of the parties’ ISRA compliance obligations. It is understood that each party shall be responsible for its own ISRA compliance costs and expenses and that liability for site investigation or remediation, if any is required, shall remain the responsibility of the entity that is the owner, lessee or operator of the ISRA-subject property.

ISRA Compliance. Amneal (a) As promptly as practicable following the date hereof, the Parties shall jointly prepare and Impax acknowledge that submit to the TransactionsNJDEP an application for a Letter of Non-Applicability ("LNA") or other appropriate exemption or limitation on the scope of ISRA review by the NJDEP with respect to the transactions contemplated hereby. The Parties shall cooperate and consult with each other in the preparation and submission of such application and shall jointly participate in any meetings with NJDEP representatives. (b) Pending action by the NJDEP on any such LNA or similar exemption request, including additional actions that Seller may prepare and file with the NJDEP a General Information Notice (as such term is defined in ISRA). In the event the NJDEP denies such application or issues a LNA or other exemption from ISRA not reasonably satisfactory to each of the Parties, then the Parties shall as promptly as practicable prepare and file with the NJDEP all such other information, forms and other documents and filings as may be contemplated necessary or appropriate to occur after comply with ISRA and the requests of the NJDEP. During the period prior to the Closing, may require the parties thereto Parties shall cooperate and consult with each other regarding requests made by the NJDEP and compliance with ISRA, including with respect to the negotiation of the terms and conditions of any required Remediation Agreement with the NJDEP. (c) The Parties acknowledge and agree that if the NJDEP does not issue a LNA or their subsidiaries other ISRA exemption which is reasonably acceptable to each of the Parties, it will be necessary to enter into one or more Remediation Agreements with the NJDEP in order to consummate the transactions contemplated hereby and comply with ISRA. If it is determined that ISRA compliance is required for the Transactions contemplated under this AgreementAccordingly, each of Impax Party hereby agrees to negotiate in good faith and Amneal shall provide use Commercially Reasonable Efforts to the other party documentation reasonably acceptable to the other that is sufficient to establish that the Closing complies enter into a Remediation Agreement with the requirements of ISRA, which may include, for any of the subject facilities, either (i) a Response Action Outcome (as defined by ISRA) letter, (ii) a NJDEP-approved de minimis quantity exemption under N.J. Admin Code §7.26B-5-9, (iii) an NJDEP-approved Remediation NJDEP in Progress Waiver (as defined by ISRA), or (iv) a remediation certification, with a Remediation Funding Source (as defined by ISRA). If a remediation certification has been filed for any ISRA subject facilities, the Subsidiary that is the owner, lessee or operator of the facility (or appropriate Amneal entity, as mutually agreed to by the parties) shall be designated as the responsible party for all future actions necessary to comply with ISRA. Amneal and Impax shall reasonably cooperate with all actions taken by the other party or its Subsidiaries in furtherance of their ISRA obligations under this Section 6.15, including but not limited to signing any required certifications or submissions to NJDEP. If it is determined that ISRA compliance will be required for any post-closing actions, each of Impax and Amneal shall cooperate and cause its Subsidiaries to cooperate with the designated responsible party with regard to any actions required order to comply with ISRA, including providing access the provision of such financial assurance in support of such Party's obligations under any such Remediation Agreement; provided, however, that it is understood and agreed that neither Party shall be required to its facilities enter into any such Remediation Agreement unless the terms and record necessary conditions thereof, together with any related Site Investigation Report (as defined under ISRA and the regulations thereunder) and Remedial Action Work Plan (as defined under ISRA and the regulations thereunder), in each case as finally approved by the NJDEP (collectively, the "ISRA Remediation Program") are reasonably satisfactory to such Party. (d) The Parties hereby acknowledge and agree that their respective obligations and liabilities for completion Remediation required to comply with ISRA and the requirements of site investigationsthe NJDEP thereunder pursuant to any Remediation Agreements shall be as follows: (1) Ssellers shall be liable for the Remediation of any Environmental Condition arising out of the matters disclosed in the Environmental Reports and for the matters set forth on Schedule 4.7, execution all of required certificationswhich are Excluded Liabilities hereunder, and completion with respect to their indemnification liability to Buyer as set forth in Article VIII hereof (subject, however, to the limitation on such indemnification as provided in Section 8.1(g) hereof), and submission to NJDEP of such notices and applications as are reasonably necessary for the expeditious completion of the parties’ ISRA compliance obligations. It is understood that each party Sellers shall be responsible for and shall indemnify Buyer pursuant to said Article VIII from and against any loss, claim, action, cost, damage and expense or liability resulting therefrom including any failure by Sellers to comply with their obligations under any Remediation Agreement or ISRA Remediation Program. (2) Buyer shall be liable for the Remediation of the other Environmental Condition, all of which are Assumed Liabilities, and Buyer shall be responsible for and shall indemnify Sellers pursuant to Article VIII hereof, from and against any loss, claim, action, cost, damage and expense or liability resulting therefrom including any failure by Buyer to comply with its obligations under any Remediation Agreement or ISRA Remediation Program. 81 (a) If the NJDEP determines that ISRA is applicable to the transactions contemplated by this Agreement, the Parties shall as promptly as practicable conduct, and shall equally share the cost and expense of, a Preliminary Assessment and submit a Preliminary Assessment Report to the NJDEP. (b) Each Party shall bear its own ISRA compliance costs and expenses incurred in connection with the actions (including without limitation the cost of Buyer's Environmental Inspection) they are required to take to comply with ISRA prior to Closing; provided, however, that the Parties shall equally share all costs and that liability for site investigation expenses of attorneys, environmental consultants, engineers and other consultants they may jointly retain to comply with ISRA. Any such third party consultants, counsel or remediation, if any is required, engineers shall remain the responsibility only be retained upon mutual agreement of the entity Parties. (c) In the event Sellers enter into a Remediation Agreement with the NJDEP, Buyer agrees to provide Sellers and their Representatives with such access to the Site (but consistent with Buyer's safety and security requirements and in a manner that is does not unreasonably interfere with Plant operations), to related records and documents and further agrees to cooperate with Sellers and their Representatives from time to time following the ownerClosing as may be necessary or appropriate in order for Sellers to fully and timely discharge their obligations to the NJDEP under the Remediation Agreement; provided, lessee however, that Sellers shall reimburse Buyer for any significant expenses or operator costs which Buyer may be obligated to incur in connection with the foregoing. (d) Buyer and Sellers hereby agree that no environmental condition at the Site need be remediated to residential or unrestricted remediation standards (or other more stringent standard), but only to non-residential or restricted standards, or such other standards as NJDEP or other Governmental Authority approves (including the use of institutional and/or engineering controls, deed notices, natural remediation and biodegradation and classification exception areas), provided in all events that the ISRA-subject propertyuse of any such standard, and the receipt of any no further action letter conditioned on such standard, does not actually materially interfere with Buyer's ability to operate on the Site as a nuclear power generation station.