Transfer Act Sample Clauses

Transfer Act. If, as of the Closing, the Property has been determined to be an “establishment” under the “Transfer Act” (C.G.S. Section 22a-134 et seq.), the Tenant agrees that it shall, in connection with the purchase and sale of the Premises, assume all obligations under the Transfer Act, including the payment of all fees and the filing of any necessary Forms thereunder, as the responsible and certifying party, and shall comply with said Transfer Act in connection with the Closing, and thereafter hold harmless, defend and indemnify the Landlord from any liability, cost or expense associated with the application of the Transfer Act to the transaction herein contemplated and the Premises. Tenant shall, in such case, provide Landlord with reasonable evidence on or before Closing of Tenant’s compliance with the Transfer Act (e.g. copy of check for filing fees, copy of all forms to be filed, etc.), and the Premises shall be conveyed (and the Deed of conveyance shall so state in form prepared by Landlord’s counsel) in its “As Is Condition” subject to any and all environmental contamination, if any. Within fifteen (15) days after Tenant’s Exercise of the Purchase Option, each of Landlord and Tenant agrees to provide the other with a copy of any environmental reports in such party’s possession related to the Premises and, as soon as reasonably practicable thereafter, the determination of each party’s environmental engineer as to the applicability of the Transfer Act. If there is a dispute as to the applicability of the Transfer Act, Landlord’s independent environmental engineering firm shall make the final determination which shall be binding upon the parties. This provision shall survive the Closing and transfer of title as though contained in the deed of conveyance.

Transfer Act. 14 4.20 No Violation; Consents. . . . . . . . . . . . . . . . . . . . 15 4.21 Pension and Welfare Plans . . . . . . . . . . . . . . . . . . 15 4.22

Transfer Act. If the Transfer of any of the SpinCo Real Property to SpinCo pursuant to Section 2.2(a)(iv) triggers the Transfer Act, then SpinCo shall, in connection with such Transfer, be identified as the “Certifying Party” as such term is defined in the Transfer Act.

Transfer Act. If either Party determines, prior to Closing, that either the Premises, if when conveyed to Purchaser by Seller, meets the definition of an “establishment” as that term is defined in the Transfer Act, and that the conveyance of the Premises is subject to the Transfer Act, that Party shall immediately notify the other Party of the determination and the basis for same. Prior to the conveyance of such property by Seller, Purchaser shall, no later than ten (10) days prior to such conveyance, have prepared and delivered to Seller appropriate Transfer Act forms (including any Environmental Condition Assessment Form), fees and filings, executed by Purchaser as the certifying party necessary in order to complete the conveyance of such property by Seller in accordance with the Transfer Act. Seller shall timely review and provide Purchaser with any comments on the Transfer Act forms and shall execute the Transfer Act forms as the real property transferor in conformance with the Transfer Act. Within ten (10) days subsequent to such conveyance, Purchaser shall file the Transfer Act forms with the Connecticut DEEP. Purchaser shall be responsible for and shall pay the initial filing fee and any other fees, including any subsequent filing fees in the event DEEP does not delegate approval authority to an LEP. If the DEEP should reject or require amendment of any Transfer Act form, Purchaser shall be solely responsible at Purchaser’s sole cost and expense for complying with, or obtaining compliance with, any request from the DEEP. For purposes of this section, the Transfer Act shall mean the Connecticut Transfer Act set forth in C.G.S. § 22a-134, et seq., as amended.

Transfer Act. From and after the Group Two Closing, as applicable, Wilton Seller shall assume all liabilities, duties and responsibilities imposed by or arising from the Connecticut Transfer Act, Conn. Gen.

Transfer Act. Seller shall be responsible for preparing and filing all initial filing documents for the conveyance contemplated in this Agreement, including the Form III and Environmental Condition Assessment Form, as required by Connecticut General Statutes Sections 22a-134 et. seq. (the “Transfer Act”) and Seller shall pay for expenses and fees associated with the preparation and filing of such forms. Buyer shall execute the Form III under the Transfer Act as the “transferee” and Seller shall execute the Form III under the Transfer Act as the “transferor” and “certifying party” at or prior to Closing. Buyer and Seller acknowledge and agree that a Form III filing is appropriate and complies with the Transfer Act with respect to the transfer of the Property from Seller to Buyer as contemplated under this Agreement. Seller shall timely make the required Form III filing as required under the Transfer Act, and thereafter at its sole cost and expense perform the obligations of a certifying party for such Form III filing (including the payment of applicable fees) but solely in a manner and as provided for under and as limited by the terms of this Agreement.

Transfer Act. The Developer Premises and the City Premises are each an "Establishment," as defined by the Connecticut Transfer Act (C.G.S. 22a-134 et seq.) (the “Transfer Act”). In connection with the transfer of the City Premises to the City, Seller shall prepare and, prior to the Closing, Seller shall deliver to the City, a Form III, or a Form IV, as appropriate, as contemplated under the Transfer Act. Within ten (10) days after Closing hereunder, Seller shall file with the Connecticut Department of Environmental Protection (the “CT DEP”), the appropriate Transfer Act Form with respect to the City Premises, as required pursuant to the Transfer Act. The City acknowledges that (i) Seller has previously filed, with the CT DEP, the Remediation Plan with respect to the City Premises and the Developer Premises, and (ii) the City has reviewed and agreed to all aspects of the Remediation Plan. (The Transfer Act Form filings for the City Premises and for the Developer Premises are collectively referred to herein as the “Transfer Act Form Filings”.) Seller shall be the “certifying party”, as defined in CGS Section 22a-134(6), on the Transfer Act Form Filings. Seller shall pay the applicable initial (and any subsequently required) filing fees, due to the CT DEP, in connection with such Transfer Act Form Filings.

Transfer Act. WB shall promptly take any actions required in connection with the Merger to comply with the Transfer Act; WB agrees to file the appropriate form under the Transfer Act with respect to any real property owned by WB in Connecticut or otherwise subject to the Transfer Act and to make such certifications as are required under the Transfer Act; and WB will provide copies to SNET of all filings and correspondence relating to compliance with the Transfer Act and shall consult with SNET prior to filing any plan for remediation measures or entering into any agreement with any regulatory authority with respect to the Transfer Act.

Transfer Act. (a) Buyer acknowledges that Seller has determined that the Premises constitute an “establishment” pursuant to Connecticut General Statutes §22a-134 et seq. (the “Transfer Act”). Seller shall (i) provide Buyer with a completed, executed Environmental Condition Assessment Form and an acknowledged Form IV filing (together with the applicable filing fee ); (ii) execute the certification provision of such Form IV filing; and (iii) otherwise comply with the Transfer Act in connection with the conveyance of the Premises. (b) At the Closing, Seller and Buyer shall enter into an Environmental Undertaking Agreement in the form attached hereto as Exhibit C, which is made a part hereof (the “Environmental Undertaking Agreement”). In addition, at the Closing, Seller shall establish an escrow account (the “Environmental Escrow”), to be held and disbursed by the Escrow Agent pursuant to an Escrow Agreement (the “Escrow Agreement”), which Escrow Agreement shall contain terms and conditions reasonably acceptable to the parties and consistent with the Environmental Undertaking Agreement, in an amount equal to 1.3 times the estimated cost to comply with the provisions of the Transfer Act and the Remediation Standards, as reasonably determined by Seller and Buyer, which amount shall be determined prior to the Contingency Date. Seller acknowledges that its obligations under the Environmental Undertaking Agreement are not limited by and are independent of the amount of the Environmental Escrow, and such Environmental Escrow may not be used for any purpose other than prosecution and completion of the Environmental Work (as defined in the Environmental Undertaking Agreement).