Common use of ISRA Clause in Contracts

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 relating to the Transferred Assets. (e) As the designated responsible party in the Remediation Agreement, Buyer shall perform all necessary work in order to satisfy the terms of the Remediation Agreement. If NJDEP fails to designate Buyer as the responsible party in the Remediation Agreement and Seller remains the person responsible for ISRA compliance, Buyer shall assume all of Seller’s obligations and responsibilities as if designated the responsible party in the Remediation Agreement. Buyer shall cooperate fully with Seller regarding Seller’s performance of said ISRA obligations Upon request, Buyer shall supply Seller with copies of all reports or other documentation related to the Remediation Agreement or other environmental obligations of Seller related to ISRA. If Buyer fails to perform hereunder, Seller shall have the right, upon written notice to Buyer, to undertake such actions that are necessary or appropriate to comply with ISRA and Buyer shall reimburse Seller for all Seller’s costs and expenses in undertaking such remedy, including, without limitation, Seller’s costs and expenses associated with Buyer’s failure to promptly fulfill its obligations under this Section 5.10 including Buyer’s obligations to comply with all ISRA requirements related thereto. If related to this Section 5.10 ISRA and Buyer’s failure to perform hereunder, Seller’s costs shall include, without limitation, any fines and penalties imposed by Governmental Authority on Seller and Seller’s attorney and consultant costs to defend against allegations of such non-compliance.

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) 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 submit a General Information Notice to the New Jersey Department of Environmental Protection (“NJDEP”) within five (5) days of the date hereof as defined in ISRA but excluding required by the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. (“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 achieve compliance with ISRA by (i) prior to the provisions Closing Date, (x) submitting an exemption or waiver application and fee and obtaining NJDEP approval of Section 5.10(athe application, or (y) aboveobtaining a Response Action Outcome from a Licensed Site Remediation Professional (as such terms are defined under ISRA), Buyer shall make timely application for or (ii) executing and submitting to NJDEP a Remediation Agreement, or if there Certification (as such term is an existing Remediation Agreement applicable to defined under ISRA) permitting 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 consummation of the transactions contemplated by this Agreement pursuant 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 requirements 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 ISRAthe 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 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 reasonable cooperation 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, Sellers in a prompt and timely manner, Buyer’s reasonable requests in connection manner with satisfying the terms of any such Remediation Agreement and performing any obligations under or complying with all other directives, orders or requirements of Sellers’ ISRA relating to the Transferred Assets. (e) As the designated responsible party in the Remediation Agreement, Buyer shall perform all necessary work in order to satisfy the terms of the Remediation Agreement. If NJDEP fails to designate Buyer as the responsible party in the Remediation Agreement and Seller remains the person responsible for ISRA compliance, Buyer shall assume all of Seller’s obligations and responsibilities as if designated the responsible party in the Remediation Agreement. Buyer shall cooperate fully with Seller regarding Seller’s performance of said ISRA obligations Upon request, Buyer shall supply Seller with copies of all reports or other documentation related to the Remediation Agreement or other environmental obligations of Seller related to ISRA. If Buyer fails to perform compliance activities hereunder, Seller shall have the right, upon written notice to Buyer, to undertake such actions that are necessary or appropriate to comply with ISRA and Buyer shall reimburse Seller for all Seller’s costs and expenses in undertaking such remedy, including, without limitation, Seller’s costs and expenses associated by providing the Sellers or the Sellers’ Licensed Site Remediation Professional with Buyer’s failure reasonable access to promptly fulfill its obligations under the West Berlin Facility after the Closing Date (subject to the other requirements of this Section 5.10 including Buyer’s obligations to comply with all ISRA requirements related thereto. If related to this Section 5.10 ISRA and Buyer’s failure to perform hereunder, Seller’s costs shall include, without limitation, any fines and penalties imposed by Governmental Authority on Seller and Seller’s attorney and consultant costs to defend against allegations of such non-compliance4.10).

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) 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 submit a General Information Notice to the New Jersey Department of Environmental Protection (“NJDEP”) within five (5) days of the Original Execution Date as defined in ISRA but excluding required by the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. (“ISRA-related documents to be prepared ”) (and the Parties acknowledge and agree that the Sellers have timely submitted to NJDEP by Buyer pursuant to Section 5.10(bsuch General Information Notice). 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 achieve compliance with ISRA by (i) prior to the provisions Closing Date, (x) submitting an exemption or waiver application and fee and obtaining NJDEP approval of Section 5.10(athe application, or (y) aboveobtaining a Response Action Outcome from a Licensed Site Remediation Professional (as such terms are defined under ISRA), Buyer shall make timely application for or (ii) executing and submitting to NJDEP a Remediation Agreement, or if there Certification (as such term is an existing Remediation Agreement applicable to defined under ISRA) permitting 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 consummation of the transactions contemplated by this Agreement pursuant 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 requirements 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 ISRAthe 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 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 reasonable cooperation 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, Sellers in a prompt and timely manner, Buyer’s reasonable requests in connection manner with satisfying the terms of any such Remediation Agreement and performing any obligations under or complying with all other directives, orders or requirements of Sellers’ ISRA relating to the Transferred Assets. (e) As the designated responsible party in the Remediation Agreement, Buyer shall perform all necessary work in order to satisfy the terms of the Remediation Agreement. If NJDEP fails to designate Buyer as the responsible party in the Remediation Agreement and Seller remains the person responsible for ISRA compliance, Buyer shall assume all of Seller’s obligations and responsibilities as if designated the responsible party in the Remediation Agreement. Buyer shall cooperate fully with Seller regarding Seller’s performance of said ISRA obligations Upon request, Buyer shall supply Seller with copies of all reports or other documentation related to the Remediation Agreement or other environmental obligations of Seller related to ISRA. If Buyer fails to perform compliance activities hereunder, Seller shall have the right, upon written notice to Buyer, to undertake such actions that are necessary or appropriate to comply with ISRA and Buyer shall reimburse Seller for all Seller’s costs and expenses in undertaking such remedy, including, without limitation, Seller’s costs and expenses associated by providing the Sellers or the Sellers’ Licensed Site Remediation Professional with Buyer’s failure reasonable access to promptly fulfill its obligations under the West Berlin Facility after the Closing Date (subject to the other requirements of this Section 5.10 including Buyer’s obligations to comply with all ISRA requirements related thereto. If related to this Section 5.10 ISRA and Buyer’s failure to perform hereunder, Seller’s costs shall include, without limitation, any fines and penalties imposed by Governmental Authority on Seller and Seller’s attorney and consultant costs to defend against allegations of such non-compliance4.10).

ISRA. (a) Seller shall shall, at Seller’s sole cost and expense, comply with and complete all requirements and 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 arising out 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 Agreement. Without limiting the generality of the forgoing, Seller shall make any filings, provide any documents and execute any agreements necessary to obtain any Consents and approvals that are necessary pursuant to ISRA for the requirements consummation of the transactions contemplated hereby. In the event that documentation confirming the completion of all applicable ISRA requirements, such as a Response Action Outcome (as defined in ISRA. Buyer shall provide Seller drafts of such documents ten (10) days ), is not received prior to submitting such documents to NJDEP and Closing, 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 a Remediation Certification (as defined in ISRA) to the Remediation Agreement New Jersey Department of Environmental Protection and post any required financial assurance necessary to NJDEP for approval at least fifteen (15) Business Days allow the Closing to occur 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 relating to the Transferred Assets. (e) As the designated responsible party in the Remediation Agreement, Buyer shall perform all necessary work in order to satisfy the terms of the Remediation Agreement. If NJDEP fails to designate Buyer as the responsible party in the Remediation Agreement and Seller remains the person responsible for ISRA compliance, Buyer shall assume all completion of Seller’s remaining ISRA obligations. Seller shall then promptly and expeditiously complete all applicable ISRA requirements, including any assessments, investigation, or remediation that may be required. Seller may, at its option, elect to complete its ISRA obligations through the use of institutional or engineering controls, such as a deed notice or other restriction on future non-industrial or commercial use of the properties, provided that such controls or use restrictions must (i) be reasonably consistent with the current use of the properties immediately prior to Closing; (ii) not entail material continuing operation or maintenance obligations; (iii) not materially interfere with the continued non-residential use of the subject property; and responsibilities as if designated (iv) with respect to any Leased Real Property, is acceptable to the responsible party in the Remediation Agreementowner of such Leased Real Property. Buyer shall cooperate fully with Seller regarding and, after the Closing, shall cause the Company to cooperate with Seller with regard to completion of Seller’s performance of said ISRA obligations Upon requesthereunder including, Buyer shall supply (A) upon reasonable advance request of Seller, providing Seller with copies of all reports or other documentation related reasonable access to the Remediation Agreement relevant Company Real Property, personnel, records and utility services; (B) taking commercially reasonable actions to not unreasonably interfere with Seller’s ISRA investigations or other remediation activities; (C) consenting to the implementation of reasonable institutional or engineering controls and use restrictions consistent with this paragraph; and (D) not taking actions (or failing to act) so as to knowingly exacerbate any existing environmental obligations conditions, create new environmental conditions or otherwise increase the cost of Seller related to ISRASeller’s ISRA investigation or remediation activities. If Buyer fails to perform hereunderIn completing its obligations, Seller shall have the right, upon written notice to cooperate with Buyer, to undertake such including: (I) Seller shall commence and perform its actions that are necessary or appropriate to comply with ISRA promptly and Buyer without delay; (II) Seller shall reimburse Seller for all Seller’s costs and expenses in undertaking such remedy, including, without limitation, Seller’s costs and expenses associated not unreasonably interfere with Buyer’s failure operations at the Company Real Property; (III) Seller shall keep Buyer apprised of its actions and shall share draft and final copies of reports and filings; and (IV) Seller shall permit Buyer to promptly fulfill its obligations under this Section 5.10 including Buyer’s obligations to comply reasonably consult with all ISRA requirements related thereto. If related to this Section 5.10 ISRA and Buyer’s failure to perform hereunder, Seller’s costs shall include, without limitation, any fines and penalties imposed by Governmental Authority on Seller and Seller’s attorney and consultant costs Licensed Site Remediation Professional, who shall in good faith take into consideration the comments of Buyer. Seller shall indemnify Buyer with respect to defend against allegations any Losses relating to or arising from the activities of such non-complianceSeller or its agents or contractors related to its obligations as set forth in this Section 6.3.

ISRA. (a) Prior to the Closing, Seller and Selling Subsidiary 2 shall timely file a General Information Notice, select a Licensed Site Remediation Professional (“LSRP”) subject to Purchasers’ approval (not to be unreasonably withheld, conditioned or delayed) and use commercially reasonable efforts to conduct a Preliminary Assessment and, if necessary, a Site Investigation and/or Remedial Investigation and Remedial Actions that are approved by such LSRP (subject to Purchasers’ review and approval, which shall not be unreasonably withheld, conditioned or delayed) for any facility at any Real Property that constitutes an Industrial Establishment subject to ISRA in order for a Response Action Outcome to be issued for such Industrial Establishment (the “ISRA Work”). If the ISRA Work is not completed prior to the Closing, then Purchasers will execute a Remediation Certification to be filed with NJDEP and shall complete the ISRA Work using the most cost-effective remedies available and the most cost-effective means of implementing such remedies (including, to the extent available under applicable Environmental Law, the acceptance and implementation of any activity and use limitations) that are not inconsistent with the continued use of the property as currently used, and Purchasers shall use either the same LSRP that Seller retains, or an LSRP selected by Purchasers subject to Seller’s approval (not to be unreasonably withheld, conditioned or delayed); provided that Seller shall comply be responsible for all costs Purchasers reasonably incur for such remaining ISRA Work. Purchasers agree to be responsible for establishing any required Remediation Funding Source in accordance with N.J.A.C. 7:26C-5 for the ISRA Work, provided that Seller shall be solely responsible for funding such Remediation Funding Source using a mechanism reasonably satisfactory to Purchasers (it being understood that Seller in no event may use a self-guarantee to do so) in an amount equal to the detailed remediation cost estimate for the ISRA Work as reasonably determined by Purchasers’ LSRP in a manner consistent 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 applicable NJDEP to allow the transaction to proceed guidance under ISRA, including and Purchasers shall be reimbursed for any costs to which they are entitled under this Section 5.14(a) from such Remediation Funding Source. Annually after the Closing as required under ISRA, and until the issuance of a General Information Notice Response Action Outcome for the ISRA Work, Purchasers’ LSRP shall develop an updated detailed remediation cost estimate in the same manner as defined in ISRA but excluding the ISRA-related documents initial estimate and shall provide it to be prepared Seller, and submitted to NJDEP by Buyer pursuant to Section 5.10(b). Seller shall provide Buyer drafts be responsible for updating the funding then present in the Remediation Funding Source to equal such updated remediation cost estimate. Upon the issuance of a Response Action Outcome for the ISRA Work for which a Remediation Funding Source was established, Seller shall be entitled to any value remaining that Seller has funded in such documents three (3) Business Days prior Remediation Funding Source, and Purchasers shall cooperate with Seller in order for Seller to submitting promptly recover any such documents to NJDEP. Seller and Buyer shall each work together to reach agreement on value after such documents prior to submittal of such documents to NJDEP by Sellerissuance. (b) Notwithstanding Regarding the provisions of Section 5.10(a) abovePending ISRA Proceeding, Buyer shall make timely application for Purchasers will execute a Remediation AgreementCertification to be filed with NJDEP and shall obtain the issuance of a Response Action Outcome using the most cost-effective remedies available and the most cost-effective means of implementing such remedies (including, or if there is an existing Remediation Agreement applicable to the Paulsboro Refineryextent available under applicable Environmental Law, the acceptance and implementation of any activity and use limitations) that are not inconsistent with the continued use of the property as currently used, and Purchasers shall use either the same LSRP as currently designated or an Amendment LSRP selected by Purchasers, subject to Seller’s approval (not to be unreasonably withheld, conditioned or delayed); provided that Remediation Agreement designating Buyer as the Seller shall be responsible party under for all costs Purchasers reasonably incur in so obtaining such Response Action Outcome. Purchasers agree to be responsible for establishing the Remediation Agreement and whichFunding Source in accordance with N.J.A.C. 7:26C-5 for the Pending ISRA Proceeding (the “Pending Remediation Funding Source”), once executedprovided that Seller shall be solely responsible for funding such Pending Remediation Funding Source using a mechanism reasonably satisfactory to Purchasers (it being understood that Seller in no event may use a self-guarantee to do so) in an amount equal to the existing Pending Remediation Funding Source in effect as of the Closing. No less than thirty (30) days prior to the Closing, allows Purchasers’ LSRP shall provide an amount that it has reasonably determined to be the parties hereto total cost Purchasers are likely to complete the transactions contemplated by this Agreement incur pursuant to the requirements of ISRAthis Section 5.14(b) to obtain the Response Action Outcome for the Pending ISRA Proceeding (“Remediation Amount”). 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 Prior to the Closing, Seller shall arrange for the amount available in the Pending Remediation Funding Source to equal the greater of (i) the Remediation Amount or (ii) $2.5 million. Except Annually after the Closing as required under ISRA, and until the issuance of a Response Action Outcome for Buyer’s the Pending ISRA Proceeding, Purchasers’ LSRP shall develop an updated Remediation Amount, and Seller shall be responsible for updating the funding then present in the Pending Remediation Funding Source to equal such updated Remediation Amount. Purchasers shall be reimbursed for any costs to prepare and submit which they are entitled under this 5.14(b) from the Pending Remediation Funding Source until such documents to the NJDEP, Buyer’s costs and expenses that relate to the Pending Remediation Agreement or any remediation activity conducted pursuant to ISRA and this Agreement Funding Source is depleted. Seller shall be considered costs entitled to recover any value remaining in the Pending Remediation Funding Source upon the issuance of a Response Action Outcome for the Pending ISRA Proceeding, and expenses Purchasers shall cooperate with Seller in order for conditions that existed at the Transferred Assets prior Seller to the Effective Time and shall apply to Buyer’s rights of indemnification pursuant to Section 10.2(b)promptly recover any such value after such issuance. (c) Buyer shall be responsible for (i) Prior to the Closing, Seller shall: (A) afford Purchasers the opportunity to review and shall establish and maintain a Remediation Funding Source as provide Seller with comments on any reports to or other substantive written communications with the NJDEP may require regarding the ISRA Work or the Pending ISRA Proceeding reasonably 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 advance of the terms submission of any such Remediation Agreement report or communication, and performing shall reasonably and in good faith consider any obligations under or complying with all other directives, orders or requirements of ISRA relating to the Transferred Assets. (e) As the designated responsible party in the Remediation Agreement, Buyer shall perform all necessary work in order to satisfy the terms of the Remediation Agreement. If NJDEP fails to designate Buyer as the responsible party in the Remediation Agreement and Seller remains the person responsible for ISRA compliance, Buyer shall assume all of Seller’s obligations and responsibilities as if designated the responsible party in the Remediation Agreement. Buyer shall cooperate fully with Seller regarding Seller’s performance of said ISRA obligations Upon request, Buyer shall supply Seller with copies of all comments on such reports or other documentation related to the Remediation Agreement communications as Purchasers may reasonably provide; and (B) provide Purchasers with reasonable advance notice of any meetings, conference calls, or other environmental obligations of Seller related substantive engagements with the NJDEP regarding the ISRA Work or the Pending ISRA Proceeding and shall afford Purchasers the opportunity to ISRA. If Buyer fails to perform hereunderbe present for and participate in any such meeting, Seller shall have the right, upon written notice to Buyer, to undertake such actions that are necessary conference call or appropriate to comply with ISRA and Buyer shall reimburse Seller for all Seller’s costs and expenses in undertaking such remedy, including, without limitation, Seller’s costs and expenses associated with Buyer’s failure to promptly fulfill its obligations under this Section 5.10 including Buyer’s obligations to comply with all ISRA requirements related thereto. If related to this Section 5.10 ISRA and Buyer’s failure to perform hereunder, Seller’s costs shall include, without limitation, any fines and penalties imposed by Governmental Authority on Seller and Seller’s attorney and consultant costs to defend against allegations of such non-complianceother substantive engagement.