Transfer Act Obligations. Landlord shall comply with all provisions of the Connecticut Property Transfer Act, Section 22a-134 et seq., of the Connecticut General Statutes, as amended (the “Transfer Act”) as a consequence of the sale and transfer of Imperial’s nursery business pursuant to the Asset Purchase Agreement and this Lease (subject, however, to Tenant’s assumption as and when Tenant may exercise its option to purchase the Premises), including but not limited to Imperial’s business activities at that portion of the Premises known as 00 Xxxxxxxxxx Xxxx, Xxxx Xxxxxx, XX, containing approximately 49.05 acres (the “85 Floydville Parcel”), which has triggered the applicability of the Transfer Act. As a consequence, the sale and transfer of Imperial’s nursery business as evidenced by the Asset Purchase Agreement necessitates the execution of a Form III for the 85 Floydville Parcel. Imperial and Tenant shall both execute such a Form III of even date herewith, with Imperial as the certifying party (the “Form III”); Landlord shall cause the Form III to be properly filed with the Connecticut Department of Energy and Environmental Protection (“DEEP”) as required by the Transfer Act. Under and pursuant to the Form III, Landlord shall (subject, however, to Tenant’s assumption as and when Tenant may exercise its option to purchase the Premises) (i) comply with its obligations under the Form III filing, including an investigation of any environmental conditions that are present at the 85 Floydville Parcel as of the date hereof; and (ii) remediate the 85 Floydville Parcel, as necessary, to comply with the Remediation Standard Regulations (“RSRs”) as established by DEEP, but not including any condition caused by the action or inaction of Tenant (where Tenant has an obligation to act) or its agents and invitees. Landlord’s obligations under this Paragraph 14.1 shall continue until the date (referred to herein as the “Completion Date”) which is the earlier to occur of the following: (1) Landlord submits a final “verification” as defined in the Transfer Act and DEEP has (a) issued a written acceptance of such verification or (b) any applicable statutory period for DEEP review and audit of the verification has passed without DEEP comment; or (2) Tenant (or any affiliate of Tenant) acquires all or any portion of the Premises under Article II hereof.
Transfer Act Obligations. Seller shall continue to perform any Transfer Act Work (as defined below in Section 20) between the Effective Date and the date of Closing as required by CTDEEP. A Post-Closing Escrow Agreement shall be substantially in form and substance as set forth in Exhibit C, and shall provide for the disbursement of Remediation Funds by the Escrow Agent in amounts and to designees as shall be set forth from time to time in a written notice (each, a “Notice ’) from Seller to Escrow Agent with a copy to Purchaser, or as otherwise allowed therein. Seller shall deliver to Escrow Agent a Notice within ten (10) days following (A) the date Seller’s LEP, at Seller’s request, approves the portion of the Transfer Act Work then performed and the amount to be paid with respect thereto, and (B) Seller has provided to Purchaser copies of duly executed lien waivers and subordinations from the contractors performing the portion of Transfer Act Work for which payment is then being requested by Seller.
