Common use of ISRA Clause in Contracts

ISRA. (a) Purchaser and Seller acknowledge that the Property is the subject of an ongoing remediation being conducted by PENAC pursuant to a number of ISRA triggers (collectively, “ISRA Case No. 88717”) and in accordance with an Administrative Consent Order, dated August 4, 1988, as may have been amended (the “ACO”) and that subject to Purchaser’s right to cancel during the Due Diligence Period, Purchaser is willing to accept the Property in its present environmental condition with no recourse toward Seller or its Related Parties. Purchaser and Seller further acknowledge that the transaction being contemplated herein (the “Transaction”) will once again give rise to the requirement to comply with ISRA. Within five (5) days of execution of this Agreement, Seller shall prepare and submit to the New Jersey Department of Environmental Protection (“NJDEP”) an ISRA General Information Notice for the Transaction and Seller shall promptly thereafter take all steps necessary to apply to NJDEP for an ISRA Remediation In Progress Waiver allowing the Transaction to be consummated without further ISRA compliance by Seller or Purchaser. In the event that NJDEP does not approve the Remediation In Progress Waiver prior to the expiration of the Due Diligence Period, either party can request an extension of the Closing Date of up to 60 days for Seller to continue pursuing NJDEP approval of the Remediation In Progress Waiver. In the event written approval of the Remediation In Progress Waiver is not obtained, received by Seller and delivered to Purchaser by the end of the 60-day extension period, then either Purchaser or Seller may terminate this Agreement, provided however, if either party elects not to terminate this Agreement then that party shall obtain an ACO Amendment, post the Remediation Funding Source if NJDEP requires one in order to permit the Closing to occur, and take any other pre- or post-Closing steps required by NJDEP to allow the Closing to occur.

ISRA. (a) Purchaser Prior to the Closing, Seller and Seller acknowledge 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 Property is the subject of an ongoing remediation being conducted by PENAC pursuant to a number of ISRA triggers (collectively, “ISRA Case NoWork”). 88717”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 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 Administrative Consent Order, dated August 4, 1988, as may have been amended (the “ACO”) and that subject to Purchaser’s right to cancel during the Due Diligence Period, Purchaser is willing to accept the Property in its present environmental condition with no recourse toward Seller or its Related Parties. Purchaser and Seller further acknowledge that the transaction being contemplated herein (the “Transaction”) will once again give rise amount equal to the requirement to comply with ISRA. Within five (5) days of execution of this Agreement, Seller shall prepare and submit to the New Jersey Department of Environmental Protection (“NJDEP”) an ISRA General Information Notice detailed remediation cost estimate for the Transaction ISRA Work as reasonably determined by Purchasers’ LSRP in a manner consistent with all applicable NJDEP guidance under ISRA, 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 Response Action Outcome for the ISRA Work, Purchasers’ LSRP shall develop an updated detailed remediation cost estimate in the same manner as the initial estimate and shall provide it to Seller, and Seller shall promptly thereafter take all steps necessary to apply to NJDEP be responsible for an ISRA Remediation In Progress Waiver allowing updating the Transaction to be consummated without further ISRA compliance by Seller or Purchaser. In the event that NJDEP does not approve the Remediation In Progress Waiver prior to the expiration of the Due Diligence Period, either party can request an extension of the Closing Date of up to 60 days for Seller to continue pursuing NJDEP approval of the Remediation In Progress Waiver. In the event written approval of the Remediation In Progress Waiver is not obtained, received by Seller and delivered to Purchaser by the end of the 60-day extension period, funding then either Purchaser or Seller may terminate this Agreement, provided however, if either party elects not to terminate this Agreement then that party shall obtain an ACO Amendment, post present in the Remediation Funding Source if NJDEP requires one 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 Remediation Funding Source, and Purchasers shall cooperate with Seller in order for Seller to permit the Closing to occur, and take promptly recover any other pre- or post-Closing steps required by NJDEP to allow the Closing to occursuch value after such issuance.

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) Purchaser and Seller acknowledge that the Property is the subject of an ongoing remediation being conducted by PENAC pursuant to submit a number of ISRA triggers (collectively, “ISRA Case No. 88717”) and in accordance with an Administrative Consent Order, dated August 4, 1988, as may have been amended (the “ACO”) and that subject to Purchaser’s right to cancel during the Due Diligence Period, Purchaser is willing to accept the Property in its present environmental condition with no recourse toward Seller or its Related Parties. Purchaser and Seller further acknowledge that the transaction being contemplated herein (the “Transaction”) will once again give rise to the requirement to comply with ISRA. Within five (5) days of execution of this Agreement, Seller shall prepare and submit General Information Notice to the New Jersey Department of Environmental Protection (“NJDEP”) an 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 General Information Notice for the Transaction and Seller shall promptly thereafter take all steps necessary to apply to NJDEP for an ISRA Remediation In Progress Waiver allowing the Transaction to be consummated without further ISRA compliance by Seller or Purchaser. In the event that NJDEP does not approve the Remediation In Progress Waiver (i) prior to the expiration of the Due Diligence PeriodClosing Date, either party can request (x) submitting an extension of the Closing Date of up to 60 days for Seller to continue pursuing 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 In Progress WaiverProfessional (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. In 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 written approval of the Sellers or the Sellers’ Licensed Site Remediation In Progress Waiver is not obtained, received by Seller and delivered to Purchaser by Professional performs any investigation or remediation at the end of West Berlin Facility after the 60-day extension period, then either Purchaser or Seller may terminate this Agreement, provided however, if either party elects not to terminate this Agreement then that party shall obtain an ACO Amendment, post the Remediation Funding Source if NJDEP requires one Closing Date in order to permit 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 after the Closing Date (subject to occur, and take any the other pre- or post-Closing steps required by NJDEP to allow the Closing to occurrequirements of this Section 4.10).

ISRA. (a) Purchaser Seller shall, at Seller’s sole cost and Seller acknowledge that the Property is the subject of an ongoing remediation being conducted by PENAC pursuant to a number of ISRA triggers (collectivelyexpense, “ISRA Case No. 88717”) and in accordance with an Administrative Consent Order, dated August 4, 1988, as may have been amended (the “ACO”) and that subject to Purchaser’s right to cancel during the Due Diligence Period, Purchaser is willing to accept the Property in its present environmental condition with no recourse toward Seller or its Related Parties. Purchaser and Seller further acknowledge that the transaction being contemplated herein (the “Transaction”) will once again give rise to the requirement to comply with ISRA. Within five (5) days and complete all requirements and obligations imposed by ISRA arising out of execution of the transactions contemplated by this Agreement. Without limiting the generality of the forgoing, Seller shall prepare 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 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), is not received prior to Closing, Seller shall submit a Remediation Certification (as defined in ISRA) to the New Jersey Department of Environmental Protection (“NJDEP”) an ISRA General Information Notice for the Transaction and Seller shall promptly thereafter take all steps post any required financial assurance necessary to apply to NJDEP for an ISRA Remediation In Progress Waiver allowing the Transaction to be consummated without further ISRA compliance by Seller or Purchaser. In the event that NJDEP does not approve the Remediation In Progress Waiver prior to the expiration of the Due Diligence Period, either party can request an extension of the Closing Date of up to 60 days for Seller to continue pursuing NJDEP approval of the Remediation In Progress Waiver. In the event written approval of the Remediation In Progress Waiver is not obtained, received by Seller and delivered to Purchaser by the end of the 60-day extension period, then either Purchaser or Seller may terminate this Agreement, provided however, if either party elects not to terminate this Agreement then that party shall obtain an ACO Amendment, post the Remediation Funding Source if NJDEP requires one in order to permit the Closing to occur, and take any other pre- or post-Closing steps required by NJDEP to allow the Closing to occuroccur prior to the 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 (iv) with respect to any Leased Real Property, is acceptable to the owner of such Leased Real Property. Buyer shall cooperate with Seller and, after the Closing, shall cause the Company to cooperate with Seller with regard to completion of Seller’s ISRA obligations hereunder including, (A) upon reasonable advance request of Seller, providing Seller reasonable access to the relevant Company Real Property, personnel, records and utility services; (B) taking commercially reasonable actions to not unreasonably interfere with Seller’s ISRA investigations or 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 conditions, create new environmental conditions or otherwise increase the cost of Seller’s ISRA investigation or remediation activities. In completing its obligations, Seller shall cooperate with Buyer, including: (I) Seller shall commence and perform its actions promptly and without delay; (II) Seller shall not unreasonably interfere with Buyer’s 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 reasonably consult with Seller and Seller’s Licensed Site Remediation Professional, who shall in good faith take into consideration the comments of Buyer. Seller shall indemnify Buyer with respect to any Losses relating to or arising from the activities of Seller or its agents or contractors related to its obligations as set forth in this Section 6.3.

ISRA. (a) Purchaser and Seller acknowledge that 7.5.1 The business operations which Tenant shall conduct at the Property is Premises shall not constitute the subject operation of an ongoing remediation being conducted by PENAC pursuant Industrial Establishment as defined in ISRA, or, if it is or at any time shall become such an Industrial Establishment Tenant will comply with all ISRA requirements applicable to a number Tenant's operations and at the time of ISRA triggers closing, terminating or transferring such operations. 7.5.2 No earlier than twenty (collectively20) days prior to the end of the Term of this Lease and no later than the last day of the Term of this Lease, “ISRA Case No. 88717”) Tenant shall deliver an executed and completed letter in accordance with an Administrative Consent Order, dated August 4, 1988, the form attached as may have been amended Exhibit F (the “ACO”) and that subject "ISRA Letter"). Failure to Purchaser’s right to cancel during timely deliver the Due Diligence Period, Purchaser is willing to accept the Property in its present environmental condition with no recourse toward Seller or its Related Parties. Purchaser and Seller further acknowledge that the transaction being contemplated herein (the “Transaction”) will once again give rise to the requirement to comply with ISRA. Within ISRA Letter within five (5) business days of execution its receipt of this AgreementLandlord's notice of such failure shall be deemed an event of default 7.5.3 In the event that the business activities and operations conducted by the Tenant during the term of the Lease trigger ISRA applicability, Seller shall prepare and submit (a "Tenant Trigger") prior to the New Jersey Department expiration or earlier termination of Environmental Protection the Lease, Tenant shall comply with ISRA and deliver to Landlord (“NJDEP”) an the "ISRA General Information Notice for the Transaction and Seller shall promptly thereafter take all steps necessary to apply to NJDEP for an Clearance evidencing Tenant's ISRA Remediation In Progress Waiver allowing the Transaction to be consummated without further ISRA compliance by Seller or Purchasercompliance. In the event of a Tenant Trigger, and ISRA Clearance for the Tenant Trigger is not delivered to the Landlord prior to the expiration or earlier termination of the Lease; then upon the expiration or earlier termination of the Lease, Landlord shall have the option either to consider the Lease as having ended or to treat Tenant as a hold-over tenant in possession of the Premises; provided, however, if Tenant provides to Landlord evidence that NJDEP does not approve it is using its good fa.i1h efforts to obtain and deliver the Remediation In Progress Waiver ISRA Clearance, Landlord shall provide to Tenant a period extending from the expiration or earlier termination of the Lease through the date which is sixty (60) days after such expiration or earlier termination of the lease (the" ISRA Clearance Extension Period") to deliver the ISRA Clearance. If Tenant fails to deliver the ISRA Clearance prior to the expiration of the Due Diligence ISRA Clearance Extension Period, Landlord shall have the option either party can request an extension to consider the Lease as having ended or to treat Tenant as a hold-over tenant in possession of the Closing Date Premises. Any ISRA Clearance for the Premises shall not include the use of up to 60 days for Seller to continue pursuing NJDEP approval of any Engineering or Institutional Controls as defined by Environmental Statutes, wi1hout the Remediation In Progress Waiver. In the event prior written approval of the Remediation In Progress Waiver is not obtained, received by Seller Landlord and delivered shall be conducted to Purchaser the unrestricted use remediation standards approved by the end Landlord in its sole discretion. If Landlord considers the Lease as having ended, then Tenant shall nevertheless be obligated to promptly obtain and deliver to Landlord the ISRA Clearance and otherwise fulfill all of the 60-day extension period, then either Purchaser or Seller may terminate this Agreement, provided however, if either party elects not to terminate this Agreement then that party shall obtain an ACO Amendment, post the Remediation Funding Source if NJDEP requires one in order to permit the Closing to occur, and take any other pre- or post-Closing steps required by NJDEP to allow the Closing to occur.obligations of Tenant. Tenant l1S281O.v14

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) Purchaser and Seller acknowledge that the Property is the subject of an ongoing remediation being conducted by PENAC pursuant to submit a number of ISRA triggers (collectively, “ISRA Case No. 88717”) and in accordance with an Administrative Consent Order, dated August 4, 1988, as may have been amended (the “ACO”) and that subject to Purchaser’s right to cancel during the Due Diligence Period, Purchaser is willing to accept the Property in its present environmental condition with no recourse toward Seller or its Related Parties. Purchaser and Seller further acknowledge that the transaction being contemplated herein (the “Transaction”) will once again give rise to the requirement to comply with ISRA. Within five (5) days of execution of this Agreement, Seller shall prepare and submit General Information Notice to the New Jersey Department of Environmental Protection (“NJDEP”) an ISRA within five (5) days of the Original Execution Date as required by the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. (“ISRA”) (and the Parties acknowledge and agree that the Sellers have timely submitted such General Information Notice for the Transaction Notice); and Seller shall promptly thereafter take all steps necessary to apply to NJDEP for an (b) achieve compliance with ISRA Remediation In Progress Waiver allowing the Transaction to be consummated without further ISRA compliance by Seller or Purchaser. In the event that NJDEP does not approve the Remediation In Progress Waiver (i) prior to the expiration of the Due Diligence PeriodClosing Date, either party can request (x) submitting an extension of the Closing Date of up to 60 days for Seller to continue pursuing 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 In Progress WaiverProfessional (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. In 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 written approval of the Sellers or the Sellers’ Licensed Site Remediation In Progress Waiver is not obtained, received by Seller and delivered to Purchaser by Professional performs any investigation or remediation at the end of West Berlin Facility after the 60-day extension period, then either Purchaser or Seller may terminate this Agreement, provided however, if either party elects not to terminate this Agreement then that party shall obtain an ACO Amendment, post the Remediation Funding Source if NJDEP requires one Closing Date in order to permit 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 after the Closing Date (subject to occur, and take any the other pre- or post-Closing steps required by NJDEP to allow the Closing to occurrequirements of this Section 4.10).