Common use of Environmental Escrow Clause in Contracts

Environmental Escrow. (i) Notwithstanding the minimum Funding Source established by Sellers pursuant to ISRA, Sellers shall establish, with proceeds from the Closing, an environmental escrow in the amount of $4,500,000 of the Purchase Price “Environmental Escrow Amount”), guaranteeing the performance and completion of the Company’s and the Subsidiaries’ obligations pursuant to ISRA and pursuant to this Section 9.16 (“Environmental Escrow”). The Company and Subsidiaries shall be able to withdraw monies from the Environmental Escrow reasonably necessary to fund the Remedial Work, consistent with the Environmental Escrow Agreement (the form of which is attached in Exhibit I), provided that a minimum Environmental Escrow of $1,500,000 (the “Minimum Environmental Escrow”) is maintained until such time as the Company and Subsidiaries have received final approval of the cleanup, in the form of a final unconditional NFA from NJDEP. Notwithstanding the foregoing sentence, in the event that Purchaser and the NJDEP approve an MNA Remedy for the New Jersey Real Estate, then upon the NJDEP’s issuance of a conditional NFA, the minimum amount remaining in the Minimum Environmental Escrow may be reduced from $1,500,000 to the amount of the MNA Remedy Operational Cost, as defined below. Upon receipt of the NFA and the fulfillment of all conditions within the NFA, the Company and Subsidiaries may withdraw any funds remaining in the Environmental Escrow, including the Minimum Environmental Escrow. Earnings on the Environmental Escrow will be retained in the environmental escrow account and used to either fund the Remedial Work or for reimbursement of taxes (such taxes to be the responsibility of Sellers and such taxes not to exceed forty-two percent (42%) of the earnings annually) to the responsible party; like the Minimum Environmental Escrow, the remainder of the earnings shall be released to Sellers upon receipt of a NFA. The availability or non-availability of funds from the Environmental Escrow shall not in any manner limit, modify or change the obligations of Sellers, the Company and the Subsidiaries under this Agreement.

Environmental Escrow. Seller shall defend, indemnify and hold harmless Buyer and its shareholders, directors, officers, employees and agents (ieach a "Seller Indemnitee") Notwithstanding from and against any and all claims, damages, losses, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and court costs) that arise out of or in connection with any environmental matter relating to the minimum Funding Source Real Property owned or leased by Seller. (a) An Environmental Escrow Fund is established by Sellers pursuant in Section 1.04(c) to ISRAsatisfy the cost of environmental claims at the Deco-Trim facility only. The Seller and its shareholders, Sellers directors, officers, employees and agents shall establish, with proceeds from have no personal liability to a Seller Indemnitee for any environmental claims. (b) Claims for indemnification under this Section may only be asserted until the Closing, an environmental escrow in the amount of $4,500,000 six year anniversary of the Purchase Price “Environmental Escrow Amount”), guaranteeing the performance and completion of the Company’s and the Subsidiaries’ obligations pursuant to ISRA and pursuant to this Section 9.16 (“Environmental Escrow”)Closing Date. The Company and Subsidiaries shall be able to withdraw monies from the Environmental Escrow reasonably necessary to fund the Remedial Work, consistent with the Environmental Escrow Agreement (the form of which is attached in Exhibit I), provided that a minimum Environmental Escrow of $1,500,000 (the “Minimum Environmental Escrow”) is maintained until such time as the Company and Subsidiaries have received final approval of the cleanup, in the form of a final unconditional NFA from NJDEP. Notwithstanding the foregoing sentence, in In the event that Purchaser and the NJDEP approve an MNA Remedy for the New Jersey Real Estate, then upon the NJDEP’s issuance of a conditional NFA, the minimum amount remaining in the Minimum Environmental Escrow may be reduced from $1,500,000 to the amount of the MNA Remedy Operational Cost, as defined below. Upon receipt of the NFA and the fulfillment of all conditions within the NFA, the Company and Subsidiaries may withdraw any there are funds remaining in the Environmental EscrowEscrow Fund after the remediation of the Deco-Trim property has been completed to the reasonable satisfaction of Buyer and the Michigan Department of Environmental Quality ("DEQ"), including such excess shall be paid to Seller at or prior to the Minimum Environmental Escrowend of the six year anniversary of the Closing Date, if no other environmental claims have been made and remain outstanding. Earnings on The work at the Deco-Trim plant shall be deemed completed when the DEQ provides Seller with a "clean closure" letter, or substantial equivalent, all well▇ ▇▇▇ decommissioned and removed, the site does not require further remediation, and Buyer has given its written approval of the remediation, which written approval shall not be unreasonably withheld in the event the aforementioned DEQ approval is received and all well▇ ▇▇▇ decommissioned and removed. Seller's environmental consultant shall keep Buyer's environmental consultant apprised of the remediation process via periodic written progress reports, provided not less than every six months. (c) The funds in the Deco-Trim Environmental Escrow will be retained in the environmental escrow account and used to either fund the Remedial Work or for reimbursement of taxes (such taxes to be the responsibility of Sellers and such taxes not to exceed forty-two percent (42%) of the earnings annually) to the responsible party; like the Minimum Environmental Escrow, the remainder of the earnings Fund shall be released periodically and payable direct to Sellers Seller's environmental consultant (currently Clay▇▇▇ ▇▇▇ironmental) upon receipt approval by Buyer's environmental consultant (currently IT Corporation) after Buyer's environmental consultant approves the request for payment and invoices. Buyer's environmental consultant shall be reasonable and cooperative with respect to exercising its approval of Seller's environmental consultant's request for payment of invoices. After the Closing, all costs of Seller's and Buyer's environmental consultants shall be paid from the Deco-Trim Environmental Escrow Fund. Seller and Buyer shall be permitted to change their respective environmental (d) Seller hereby agrees to indemnify, defend and hold harmless Buyer for any and all actions, demands, lawsuits, complaints or claims relative to (i) Buyer's involvement in the oversight of this environmental remediation, and (ii) the contaminated groundwater at the Deco-Trim facility, surrounding property and contiguous property and/or the environmental condition of the site and adjoining sites, whether known or unknown, whether brought by the DEQ, a NFA. The availability third party, a citizens group, or non-availability Buyer for Seller's failure to properly implement the remediation contemplated herein. (e) If Seller fails or refuses to direct the payment of funds from necessary to complete the remediation or satisfaction of environmental claims to the satisfaction of Buyer, then Buyer may make claims against the Deco-Trim Environmental Escrow Fund in the same manner as Seller, as provided in the Deco-Trim Environmental Escrow Agreement. In such case, Seller shall not receive notice of Buyer's filed claim against the Fund, in any the same manner limit, modify or change the obligations of Sellers, the Company and the Subsidiaries under this Agreementas Buyer would receive for claims made by Seller.