DuPont 2012 Annual Report Download - page 119

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(i) If the Outstanding Permit imposes any limitations on the emissions, discharges or use of any
materials that apply to both the Transferred DPC Company and DuPont (or a Retained Subsidiary), then such emissions,
discharges or use shall be allocated between DuPont (or the Retained Subsidiary, as applicable) and the Transferred DPC
Company consistent with the allocation that existed immediately prior to the Closing, and the Transferred DPC Company shall
not be permitted to modify its emissions, discharges or use of materials in any manner that would cause a violation of the
Outstanding Permit.
(ii) If the Outstanding Permit imposes any other operational constraints or requirements that
affect both DuPont (or a Retained Subsidiary) and a Transferred DPC Company, then both entities shall conduct their respective
operations in compliance with such constraints or requirements and in a manner consistent with the way such operations were
conducted immediately prior to the Closing.
(iii) If any fees, expenses or expenditures are required to maintain compliance with any
Outstanding Permit (including, without limitation, any operational expenses, capital expenditures, or costs to modify existing, or
install new, equipment), then such fees, expenses or expenditures shall be paid: (i) by DuPont if they are incurred exclusively
with respect to DuPont’s (or a Retained Subsidiary’s) operations; (ii) by the Buyer if they are incurred exclusively with respect
to the DPC Business; or (iii) shared by DuPont (or a Retained Subsidiary) and the Buyer in a manner proportionate to the usage
of such Outstanding Permit by DuPont (or a Retained Subsidiary) and DPC Business immediately prior to the Closing.
(iv) The Transferred DPC Companies shall provide any information requested by DuPont in
order to allow DuPont to assess compliance with the Outstanding Permits and to fulfill all obligations under the Outstanding
Permits, including, without limitation, information required to comply with any reporting or notification obligations.
(v) The Transferred DPC Companies and DuPont shall fully comply at all times with the
Outstanding Permits and shall immediately notify the other party, as applicable, of any violation of such permits or any facts,
conditions or circumstances that could affect compliance with the Outstanding Permits in the future.
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