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. (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 comply with 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 obligations imposed steps necessary to apply to NJDEP for an ISRA Remediation In Progress Waiver allowing the Transaction to be consummated without further ISRA compliance by ISRA Seller or Purchaser. In the event that NJDEP does not approve the Remediation In Progress Waiver prior to Closingthe 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. Such obligations 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 includeobtain an ACO Amendment, without limitationpost the Remediation Funding Source if NJDEP requires one in order to permit the Closing to occur, preparation and submission, within the timeframes established by ISRA and the regulations promulgated pursuant to ISRA, take any and all filings other pre- or post-Closing steps required by the NJDEP to allow the transaction Closing 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 Selleroccur. (b) Notwithstanding In 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 event this Agreement is terminated by either party 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 4.3, the Deposit shall be refunded to Purchaser, whereupon, except as provided herein, this Agreement and Buyer’s failure to perform hereunder, Seller’s costs all rights and obligations of the parties hereunder shall include, without limitation, any fines be null and penalties imposed by Governmental Authority on Seller and Seller’s attorney and consultant costs to defend against allegations of such non-compliancevoid.

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.