DuPont 2012 Annual Report Download - page 118

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SECTION 1.10 Environmental Permits. Article V is hereby amended by adding the following as a new Section 5.29:
“Section 5.29. Environmental Permits.
(a) Certain Definitions. The following terms, when used in this Section, shall have the meanings assigned
to them below.
(i) "Operation of the DPC Business" means the operation of the DPC Business as conducted
immediately prior to the Closing.
(ii) "Outstanding Permit" means any Required DPC Permit that has not been transferred or
reissued to a Transferred DPC Company as of the date of this Agreement.
(iii) "Required DPC Permits" means any Environmental Permit held by DuPont or any Retained
Subsidiary and required for the lawful Operation of the DPC Business by the Transferred DPC Companies and their
Subsidiaries.
(b) Transfer or Reissuance of the Required DPC Permits . Except as provided in any lease arrangement among
the parties or their Affiliates with respect to any Required DPC Permits that are shared by DuPont and the applicable Transferred DPC
Companies and their Subsidiaries, the parties shall continue to use their reasonable best efforts to transfer or, if not transferable, secure
the reissuance of any Outstanding Permit to the applicable Transferred DPC Company. With respect to each Outstanding Permit, this
obligation shall continue until such permit has been so transferred or reissued or the earliest to occur of the following: (i) the relevant
Governmental Authority declines the request to transfer or reissue such permit and reasonable efforts have been made to pursue an
administrative appeal of such decision; (ii) such Outstanding Permit is no longer required for the Operation of the DPC Business by the
Transferred DPC Company; or (iii) the two (2) year anniversary of the Closing Date.
(c) Continued Operation Under Existing Permits . Pending the transfer or reissuance of any Outstanding
Permit, the relevant Transferred DPC Company may, to the extent permitted by all applicable Environmental Law and the terms and
conditions of such Outstanding Permit, continue to operate under the Outstanding Permit, subject to the following conditions:
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