Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statement; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set ----------------------------- forth in Section 7.2 hereof1.7 above, Buyer Purchasers shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for for, or incur any liability or obligation of any nature of either Seller or Shareholder the Company, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at at, or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSellers; (d) the generation, collection, transportation, storage or disposal by Seller the Company of any materials, including, without limitation, Hazardous Materialshazardous materials; (f) any severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date; (e) an agreement or arrangement between Seller and its employees , or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller Company or to which Seller contributes, any of the Company contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Sellerthe Company; (g) indebtedness the debts and all other obligations and liabilities of Seller to any bank or other lenderthe Company, except to for the extent any such obligations or liability is an Assumed LiabilityLiabilities; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to violation by the extent Company of any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Propertylaw, including, without limitation, the environmental condition thereofany federal, state or local antitrust, racketeering or trade practice law; and (ki) the liabilities or obligations of Seller the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for for, or incur any liability or obligation of any nature of either Seller the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or Shareholder incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after to the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder Closing Date arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities income Tax Liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSellers; (db) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, Sellers employees for periods prior to the Closing Date; (e) an agreement or arrangement between Seller and its employees , or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller Sellers or to which Seller contributes, any of the Sellers contributes or any contributions, benefits or liabilities therefor, therefore or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Sellerthe Sellers; (gc) indebtedness and all other obligations and liabilities the interest bearing debts of Seller to any bank or other lenderthe Sellers, except to the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (id) any liabilityviolation by the Sellers of any federal, obligationstate or local antitrust, cost racketeering or expense related to the Excluded Assets; trade practice law, (je) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of Seller the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; , (lf) any and all liability or and obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables commissions and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001bonuses listed on Schedule 3.13; and (rg) that certain Disposal Agreement by and between Waste Reduction of South Carolinaany rights, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to responsibilities for any Retained Liabilities lease agreement that is not listed in accordance with Section 8.1 hereofSchedule 1.4(e).

Non-Assumption of Liabilities. Subject to the limitation on indemnification in Sections 8.6 and 8.7, Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties Seller or the Business other than the Assumed Obligations Liabilities (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder any Shareholder, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this AgreementAgreement (provided such occurrences have a basis prior to the Closing Date), not otherwise disclosed to Buyer, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) having a basis prior to the Closing Date which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theorytheory having a basis prior to the Closing Date; (c) a violation by Seller or any Shareholder of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSeller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, having a basis prior to the Closing DateDate to or from the Real Property; (e) an agreement or arrangement in existence on the Closing Date between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, who has extended credit to Seller for which there is an outstanding indebtedness or obligation owed by Seller to such lender on the Closing Date, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller and unrelated to Buyer initiated at any time, having a basis prior to the Closing Date, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense incurred prior to the Closing Date related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunderhereunder as a result of a contract for this transaction between Seller and such broker; (l) any liability or obligation of Seller for taxes of any kind, related whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer on or otherwise attributable to a period of time after the Closing, those taxes solely attributable to Buyer and WCA and those taxes specifically prorated at Closing and undertaken by Buyer pursuant to such proration; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller prior to the Closing Date in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed LiabilityLiability or attributable to products and services for Buyer’s benefit; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contractentity; (o) any liability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, accrued prior to the Closing Date, except to the extent that any such liability or obligation is an Assumed Obligation; and (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; otherwise (q) that certain Disposal Agreement by and between Waste Reduction of South Carolinathe items described in this Section 7.1 being referred to, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998collectively, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "“Retained Liabilities"”). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Retained Liabilities or the Assumed Liabilities Liabilities, as the case may be, with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof, and Buyer shall indemnify Seller and its successors and assigns from and against any liabilities or obligations of any Assumed Liabilities.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereof8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementor Shareholder; (d) the generation, collection, transportation, storage or disposal by Seller or Shareholder of any materials, including, without limitation, Hazardous Materials, prior to the Closing Datehazardous materials; (e) an agreement or arrangement between Seller and its the employees of Seller or Shareholder or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or Shareholder or to which Seller contributes, or Shareholder contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by SellerSeller or Shareholder; (g) indebtedness and all other obligations and liabilities the debts of Seller to any bank or Shareholder other lender, except to than the extent any such obligations or liability is an Assumed LiabilityDebt; (h) any litigation against Seller and unrelated to Buyer initiated at any timeor Shareholder, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties5.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Propertyany facility operated by Seller, including, without limitation, the environmental condition thereof; and (k) the liabilities or obligations of or Seller or Shareholder for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Shareholder each agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof8.3 below.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder any Member whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theorytheory that occurs prior to the Closing; (c) a violation by Seller or any Member of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSeller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor~herefore, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and except for liabilities or obligations related to the extent any liability operation of the Business on or obligation arises after the Closing Date, except for all such liabilities or obligations arising out of or relates facts and circumstances existing prior to both Seller and Buyer, each party's liability shall be proportionately allocated between the partiesClosing Date); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation obligation, cost or expense related to the Operations PropertyAssets that arises out of acts or omissions of the Seller prior to the Closing Date, including, without limitation, any liability, obligation, cost or expense related to the environmental condition thereofof the Assets prior to the Closing Date; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contractentity; and (o) any liability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 (subsections (a) through (ro) above being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereof8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder Stockholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementor Stockholder; (d) the generation, collection, transportation, storage or disposal by Seller or Stockholder of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its the employees of Seller or Stockholder or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or Stockholder or to which Seller contributes, or Stockholder contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by SellerSeller or Stockholder; (g) indebtedness and all other obligations and liabilities the debts of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed LiabilityStockholder; (h) any litigation against Seller and unrelated to Buyer initiated at any timeor Stockholder, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties5.1(h); (i) any liability, obligation, cost or expense related to the Excluded AssetsAssets or the Excluded Business; (j) any liability, obligation cost or expense related to the Operations PropertyLand, including, without limitation, the environmental condition thereof; and (k) the liabilities or obligations of Seller or Stockholder for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Stockholder each agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof8.3 below.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for for, or incur any liability or obligation of any nature of either Seller the Sellers, except for the Assumed Liabilities described under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or Shareholder incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence the operation of the Company or circumstance (whether known the Car Washes Business or unknown) which occurs or exists on or the Assets prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral)Closing; (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities income Tax Liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSellers; (dc) any severance pay, bonuses, sick pay, accrued vacation pay obligation or other benefits, or any other claims or potential claims that have been or could be brought or alleged by any of the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, Sellers' employees for periods prior to the Closing Date; (ed) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller Sellers or to which Seller contributes, any of the Sellers contributes or any contributions, benefits or liabilities therefor, therefore or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Sellerthe Sellers; (e) the debts of the Sellers; (f) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed LiabilityCompany under the agreements and contracts listed in Schedule 1.7(f); (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of Seller the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; and (li) any and all liability or and obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables commissions and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereofbonuses listed on Schedule 3.12.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder any Member whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theorytheory that occurs prior to the Closing; (c) a violation by Seller or any Member of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSeller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and except for liabilities or obligations related to the extent any liability operation of the Business on or obligation arises after the Closing Date, except for all such liabilities or obligations arising out of or relates facts and circumstances existing prior to both Seller and Buyer, each party's liability shall be proportionately allocated between the partiesClosing Date); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof[intentionally omitted]; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contractentity; and (o) any liability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, except to the extent that any such liability or obligation is an Assumed Obligation; Obligation (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 (subsections (a) through (ro) above being referred to collectively as collectively, the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder any Member whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theorytheory that occurs prior to the Closing; (c) a violation by Seller or any Member of any Applicable Laws or the requirements imposed by any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSeller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) any liability or obligation arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and except for liabilities or obligations related to the extent any liability operation of the Business on or obligation arises after the Closing Date, except for all such liabilities or obligations arising out of or relates facts and circumstances existing prior to both Seller and Buyer, each party's liability shall be proportionately allocated between the partiesClosing Date); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation obligation, cost or expense related to the Operations PropertyAssets that arises out of acts or omissions of the Seller prior to the Closing Date, including, without limitation, any liability, obligation, cost or expense related to the environmental condition thereofof the Assets prior to the Closing Date; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related whether relating to periods before or after the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contractentity; and (o) any liability or obligation arising from the acts or omissions of Seller or its Affiliates, representatives, agents or employees, except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 (subsections (a) through (ro) above being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereof10.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder Parent (or any other party) relating to the Business or Assets, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences on or prior toto the Closing Date, at or after the date of this Agreement, including, without limiting the generality of the foregoing, including any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any propertyproperty arising out of an occurrence which took place on or prior to the Closing Date, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, including any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementor Parent relating to the Business or Assets or otherwise; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, ; (e) any obligations of Seller arising on or prior to the Closing Date; (e) an Date under any agreement or arrangement between Seller and its the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) any employee benefit plan, employee welfare benefit plan, employee pension benefit plan, multi-employer plan or multiple-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) which are currently maintained and/or sponsored by Seller or Parent, or to which Seller or Parent currently contributes, or has an obligation to contribute in the future (including employment agreements and any other agreements containing "golden parachute" provisions and deferred compensation agreements except for the obligations under the Employee Contracts that arise after the Closing Date); (g) any severance pay obligation of Seller or Parent or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) or any other fringe benefit program maintained or sponsored by Seller or Parent or to which Seller contributes, or Parent contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (gh) indebtedness and all other any obligations and liabilities of Seller related to any bank or other lender, except to of the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties)Excluded Assets; (i) any liability, obligation, cost liabilities or expense related to the Excluded Assetsobligations resulting from non-compliance with any applicable plant-closing or bulk sales laws; (j) any liability, obligation cost the ownership or expense related operation of the Business or the Assets on or prior to the Operations PropertyClosing Date, including, without limitation, the environmental condition thereofexcept as explicitly set forth in Section 10.2; and (k) the liabilities or obligations debts of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business Parent not specifically assumed by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities")hereunder. The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Parent hereby jointly and severally agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof.11.2 below

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereofbelow, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder Stockholders whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementor Stockholder; (d) the generation, collection, transportation, storage or disposal by Seller or Stockholders of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its the employees of Seller or Stockholders or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or Stockholders or to which Seller contributes, or any Stockholder contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by SellerSeller or Stockholder; (g) indebtedness and all other obligations and liabilities the debts of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed LiabilityStockholder; (h) any litigation against Seller and unrelated to Buyer initiated at any timeor Stockholder, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties5.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations PropertyLand, including, without limitation, the environmental condition thereofthereof and any dispute between Seller and the owner of the Land; and (k) the liabilities or obligations of Seller or any Stockholder for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Stockholders each agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof7.3 below.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set ----------- ----------------------------- forth in Section 7.2 hereof1.3 above, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for for, or incur any liability or obligation of any nature of either Seller or Shareholder Seller, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at at, or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSeller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, 4 Hazardous Materials, prior to the Closing DateMaterials (as defined in Section 5.12); (e) an any agreement or arrangement between Seller and its the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) the any severance pay obligation of Seller or Shareholder or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness the debts and all other obligations of Seller, or Shareholders; and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of the Seller or Shareholders for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Shareholders hereby jointly and severally agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof10.1 of this Agreement.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereof10.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible for or incur any liability or obligation of any nature of either Seller (or Shareholder any other party) relating to the Business or Assets, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences on or prior toto the Closing Date, at or after the date of this Agreement, including, without limiting the generality of the foregoing, including any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any propertyproperty arising out of an occurrence which took place on or prior to the Closing Date, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, including any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementrelating to the Business or Assets or otherwise; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, ; (e) any obligations of Seller arising on or prior to the Closing Date; (e) an Date under any agreement or arrangement between Seller and its the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) any employee benefit plan, employee welfare benefit plan, employee pension benefit plan, multi- employer plan or multiple-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) which are currently maintained and/or sponsored by Seller, or to which Seller currently contributes, or has an obligation to contribute in the future (including employment agreements and any other agreements containing "golden parachute" provisions and deferred compensation agreements except for the obligations under the Employee Contracts that arise after the Closing Date); (g) any severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (gh) indebtedness and all other any obligations and liabilities of Seller related to any bank or other lender, except to of the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties)Excluded Assets; (i) any liability, obligation, cost liabilities or expense related to the Excluded Assetsobligations resulting from non-compliance with any applicable plant-closing or bulk sales laws; (j) any liability, obligation cost the ownership or expense related operation of the Business or the Assets on or prior to the Operations PropertyClosing Date, including, without limitation, the environmental condition thereofexcept as explicitly set forth in Section 10.2; and (k) the liabilities or obligations debts of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business not specifically assumed by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to hereunder. Each Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables hereby jointly and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller severally agrees to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof.11.2 below

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereof12.2, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible for or incur any liability or obligation Liability of any nature of either Seller or any Shareholder whether legal or equitableany other Person, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, including any liability or obligation of Seller or Shareholder Liability arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to before the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral)) including the Permits and the Customer Contracts; (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority applicable Law or Governmental Authority or of the rights of any third personPerson, including, without limitation, including any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementTaxes; (d) the generation, collection, transportation, storage Handling or disposal by Seller Release of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an any Liabilities under any agreement or arrangement between Seller and its the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) the any Plan; (g) any severance pay obligation of Seller or of any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) Plan or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, contributes or any contributions, benefits or liabilities therefor, Liabilities therefor or any liability Liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan Plan or program by Seller; (gh) indebtedness and all other any obligations and liabilities of Seller related to any bank or other lender, except to of the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties)Excluded Assets; (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations Liabilities of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business Shareholder not specifically assumed by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities")Section 12.2. The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein the Shareholders agree that they shall prevent any party from contesting in good faith any of the Assumed pay and discharge all such Liabilities with any third party. Seller agrees to indemnify Buyer as and its successors when they become due and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereofpayable.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereof8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder Stockholders whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementor Stockholders; (d) the generation, collection, transportation, storage or disposal by Seller or Stockholders of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its the employees of Seller or Stockholders or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or Stockholders or to which Seller contributes, or Stockholders contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by SellerSeller or Stockholders; (g) indebtedness and all other obligations and liabilities the debts of Seller to any bank or Stockholders other lender, except to than the extent any such obligations or liability is an Assumed LiabilityDebt; (h) any litigation against Seller and unrelated to Buyer initiated at any timeor Stockholders, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties5.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations PropertyLand related to the time prior to the Closing Date, including, without limitation, the environmental condition thereof; and (k) the liabilities or obligations of Seller or Stockholders for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Stockholders each agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof8.3 below.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereof8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder any of the Stockholders whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementor Stockholders; (d) the generation, collection, transportation, storage or disposal by Seller or Stockholders of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its the employees of Seller or Stockholders or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or Stockholders or to which Seller contributes, or Stockholders contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by SellerSeller or Stockholders; (g) indebtedness and all other obligations and liabilities the debts of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed LiabilityStockholders; (h) any litigation against Seller and unrelated to Buyer initiated at any timeor Stockholders, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties5.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations PropertyLand, including, without limitation, the environmental condition thereof; (k) any liability or obligation in connection with the Terminix Agreement except as set forth in Section 4.2 hereof; and (l) the liabilities or obligations of Seller or Stockholders for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Stockholders each agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof8.3 below.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereofSections 3.7, or 10.2, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible for or incur incur, and Seller shall retain after Closing, any liability or obligation of any nature of either Seller or Shareholder Seller Parent (or any other party) relating to the Business or Assets, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after to the date completion of this Agreementthe Closing, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any propertyproperty occurring prior to the Closing Date, whether based on negligence, CONFIDENTIAL SYRACUSE, NY breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated or Seller Parent relating to the Business or Assets occurring on closing statementor prior to the Closing Date; (d) the generation, collection, transportation, storage or disposal by Seller or any predecessor of Seller of Hazardous Materials; (e) the presence of any materialsHazardous Materials on the Land or the migration, leaking, leaching, flowing, emitting or other movement of Hazardous Materials from the Land or on to the Land; (f) any obligations related to any of the Excluded Assets; (g) any liabilities or obligations resulting from non-compliance with any applicable plant closing or bulk sales laws; (h) any liabilities or obligations arising in connection with a collective bargaining agreement; (i) any employee benefit plan, employee welfare benefit plan, employee pension benefit plan, multi-employer plan or multiple employer welfare arrangements (as defined in Section 3 (3), (1), (2), (37) and (40), respectively of ERISA) which are currently maintained and/or sponsored by Seller or Seller Parent, or to which Seller or Seller Parent contributes, or has an obligation to contribute in the future including, without limitation, Hazardous Materials, prior to the Closing Dateemployment agreements and other agreements containing "golden parachute" provisions and deferred compensation arrangements; (ej) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or Seller Parent or any employee benefit plan (within the meaning of Section 3(33 (3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) or any other fringe benefit program maintained or sponsored by Seller or Seller Parent or to which Seller contributes, or Seller Parent contributes or any contributions, benefits or benefits, liabilities therefor, therefore or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereofprogram; (k) the any liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunderarising in connection with any employment agreement; (l) any liability event or obligation circumstance arising prior to the Closing relating to the Business of Seller for taxes or Seller Parent or debts of any kind, related to periods before the Closing Date, Seller or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business Parent not specifically assumed by Buyer or otherwise attributable to a period of time after the Closinghereunder; (m) any liability or obligation to pay under the Real Estate Lease for any products, goods, raw materials or services delivered or provided to Seller in respect period commencing upon termination of the Business or otherwise, except to the extent such liability or obligation is an Assumed LiabilitySublease; and (n) any liability or obligation of any predecessor of Seller under any guarantee in connection with the foregoing or any other agreement to provide indemnification not specifically set forth below. Notwithstanding that Buyer shall not assume liability with respect to any other person Proceedings pending against Seller or Seller Parent as of the Closing (including but not limited to those set forth on Schedule 5.10), Seller and Seller Parent shall not, and shall cause any entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any assuming such liability not to, consent to entry of any judgment or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business order, interim or otherwise; (q) , or enter into any settlement with respect to such Proceedings that certain Disposal Agreement by and between Waste Reduction of South Carolinaprovides for injunctive or other non-monetary relief affecting the Business, Inc. and Laurens County Landfillthe Assets, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of Buyer Parent or that does not include as an unconditional term thereof the Assumed Liabilities with any third party. Seller agrees giving by each claimant or plaintiff to indemnify Buyer and its successors and assigns Buyer Parent of a release from and against any liabilities or obligations related all liability with respect to any Retained Liabilities in accordance with Section 8.1 hereofsuch Proceedings.

Non-Assumption of Liabilities. Buyer does shall not assume and shall not or be responsible for bound by any liabilitiesduties, indebtedness responsibilities, obligations or obligations liabilities of the Selling Parties Seller of any kind or the Business nature, known, unknown, contingent or otherwise, other than the Assumed Obligations (as defined herein)those obligations and liabilities expressly assumed by it pursuant to Sections 2.3 and 2.4. Without limiting the generality of the foregoing sentenceforegoing, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, no event shall Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for assume or incur any liability or obligation under this Agreement or otherwise in respect of any nature of either Seller the following: (a) Any product liability or Shareholder whether legal similar claim for injury to person or equitableproperty, matured regardless of when made or contingentasserted, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising which arises out of occurrences or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of Seller on or prior toto the Closing Date, at including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or after income ("Product Liability Claims"). 8 13 (b) Except as and to the date of this Agreement, including, without limiting extent included in the generality of the foregoingAssumed Liabilities, any liability or obligation for any Tax imposed on Seller (or any member of Seller an affiliated group of which it is or Shareholder arising out was a member) or assessed or incurred in connection with the assets, property or operation of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists the Business on or prior to the Closing Date and which constitutes, or which by arising under or in connection with the lapse of time Excluded Assets or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; the Excluded Business. (c) Any liability or obligation arising prior to or as a violation of any Applicable Laws or the requirements imposed by any governmental authority or result of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statement; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, or any contributions, benefits or liabilities therefor, or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank employees, agents or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any timeindependent contractors of Seller, whether or not listed on Schedule 4.1(hemployed by Buyer after the Closing, or under any benefit arrangement with respect thereto, other than the Assumed Employee Liabilities. (d) (and to the extent any Any liability or obligation arises out of or relates with respect to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation Environmental Condition arising from the acts or omissions of Seller except at or prior to the extent that Closing, including without limitation any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities")matter arising under CERCLA. The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereof.2.6

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly set forth in Section 7.2 hereof, Buyer Purchaser shall not, by the ----------------------------- execution and performance of this Agreement or otherwise, assume, become responsible for for, or incur any liability or obligation of any nature of either Seller or Shareholder the Company (except for the Assumed Liabilities being assumed under Section 1.6 hereof), whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at at, or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the First Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSellers; (d) the generation, collection, transportation, storage or disposal by Seller the Company of any materials, including, without limitation, Hazardous Materialsmunicipal service waste, prior to the Closing Date; (e) an agreement special waste, construction and demolition debris, or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employeeshazardous materials; (f) the any compensation, severance pay, or accrued vacation pay obligation of Seller the Company owed to employees of the Company for periods prior to the Second Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller Company or to which Seller contributes, any of the company contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Sellerthe Company; (g) indebtedness the debts and all other obligations and liabilities of Seller to any bank or other lenderthe Company, except to for the extent any such obligations or liability is an Assumed LiabilityLiabilities; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to violation by the extent Company of any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Propertylaw, including, without limitation, the environmental condition thereof; any federal, state or local antitrust, racketeering or trade practice law, (ki) the liabilities or obligations of Seller the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; and (lj) any liability or obligation of Seller for taxes of any kind, all liabilities related to periods before the Closing Date, Excluded Assets or whether incurred by Seller in connection associated with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with related to the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees to indemnify Buyer and its successors and assigns from and against any liabilities or obligations related to any Retained Liabilities in accordance with Section 8.1 hereofCompany's California office.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereof8.2 below, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for or incur any liability or obligation of any nature of either Seller or Shareholder Stockholder whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date date of this Agreement and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementor Stockholder; (d) the generation, collection, transportation, storage or disposal by Seller or Stockholder of any materials, including, without limitation, Hazardous Materials, prior to the Closing Date; (e) an agreement or arrangement between Seller and its the employees of Seller or Stockholder or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or Stockholder or to which Seller contributes, or Stockholder contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by SellerSeller or Stockholder; (g) indebtedness and all other obligations and liabilities the debts of Seller to any bank or Stockholder other lender, except to than the extent any such obligations or liability is an Assumed LiabilityDebt; (h) any litigation against Seller and unrelated to Buyer initiated at any timeor Stockholder, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties5.1(h); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereofthereof and any dispute between Seller and the owner of the Operations Property; and (k) the liabilities or obligations of Seller or Stockholder for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Stockholder each agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof8.3 below.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set forth in Section 7.2 hereofSections 3.7, or 10.2, Buyer shall not, by the execution and performance of this Agreement or otherwiseotherwise (including under theories of successor liability), assume, become responsible for or incur incur, and Seller shall retain after Closing, any liability or obligation of any nature of either Seller or Shareholder Seller Parent (or any other party) relating to the Business or Assets, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after to the date completion of this Agreementthe Closing, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any propertyproperty occurring prior to the Closing Date, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated or Seller Parent relating to the Business or Assets occurring on closing statementor prior to the Closing Date; (d) the generation, collection, transportation, storage or disposal by Seller or any predecessor of Seller of Hazardous Materials; (e) the presence of any materialsHazardous Materials on the Land or the migration, leaking, leaching, flowing, emitting or other movement of Hazardous Materials from the Land or on to the Land; (f) any obligations related to any of the Excluded Assets; (g) any liabilities or obligations resulting from non-compliance with any applicable plant closing or bulk sales laws; (h) any liabilities or obligations arising in connection with a collective bargaining agreement; (i) any employee benefit plan, employee welfare benefit plan, employee pension benefit plan, multi-employer plan or multiple employer welfare arrangements (as defined in Section 3 (3), (1), (2), (37) and (40), respectively of ERISA) which are currently maintained and/or sponsored by Seller or Seller Parent, or to which Seller or Seller Parent contributes, or has an obligation to contribute in the future including, without limitation, Hazardous Materials, prior to the Closing Dateemployment agreements and other agreements containing "golden parachute" provisions and deferred compensation arrangements; (ej) an agreement or arrangement between Seller and its employees or any labor or collective bargaining unit representing any such employees; (f) the severance pay obligation of Seller or Seller Parent or any employee benefit plan (within the meaning of Section 3(33 (3) of the Employee Retirement Income Security Act of 1974, as amendedERISA) or any other fringe benefit program maintained or sponsored by Seller or Seller Parent or to which Seller contributes, or Seller Parent contributes or any contributions, benefits or benefits, liabilities therefor, therefore or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness and all other obligations and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereofprogram; (k) the any liabilities or obligations of Seller for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunderarising in connection with any employment agreement; (l) any liability event or obligation circumstance arising prior to the Closing relating to the Business of Seller for taxes or Seller Parent or debts of any kind, related to periods before the Closing Date, Seller or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business Parent not specifically assumed by Buyer or otherwise attributable to a period of time after the Closinghereunder; and (m) any liability or obligation to pay for of any products, goods, raw materials or services delivered or provided to predecessor of Seller in connection with the foregoing or any other agreement not specifically set forth below. Notwithstanding that Buyer shall not assume liability with respect to any Proceedings pending against Seller or Seller Parent as of the Business Closing (including but not limited to those set forth on Schedule 5.10), Seller and Seller Parent shall not, and shall cause any entity assuming such liability not to, consent to entry of any judgment or order, interim or otherwise, except or enter into any settlement with respect to such Proceedings that provides for injunctive or other non-monetary relief affecting the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from Business, the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South CarolinaAssets, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of Buyer Parent or that does not include as an unconditional term thereof the Assumed Liabilities with any third party. Seller agrees giving by each claimant or plaintiff to indemnify Buyer and its successors and assigns Buyer Parent of a release from and against any liabilities or obligations related all liability with respect to any Retained Liabilities in accordance with Section 8.1 hereofsuch Proceedings.

Non-Assumption of Liabilities. Buyer does not assume and shall not be responsible for any liabilities, indebtedness or obligations of the Selling Parties or the Business other than the Assumed Obligations (Except as defined herein). Without limiting the generality of the foregoing sentence, the Parties hereby agree that except as expressly explicitly set ----------- ----------------------------- forth in Section 7.2 hereof1.3 above, Buyer shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for for, or incur any liability or obligation of any nature of either Seller or Shareholder Seller, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at at, or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation of Seller or Shareholder arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and which constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) a violation of any Applicable Laws or the requirements imposed by of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Seller other than ad valorem property taxes and similar taxes prorated on closing statementSeller; (d) the generation, collection, transportation, storage or disposal by Seller of any materials, including, without limitation, Hazardous Materials, prior to the Closing DateMaterials (as defined in Section 5.12); (e) an any agreement or arrangement between Seller and its the employees of Seller or any labor or collective bargaining unit representing any such employees; (f) the any severance pay obligation of Seller or Shareholder or any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Seller or to which Seller contributes, contributes or any contributions, benefits or liabilities therefor, therefor or any liability for the withdrawal or partial withdrawal from or by reason of the termination of any such plan or program by Seller; (g) indebtedness the debts and all other obligations of Seller, or Shareholders; and liabilities of Seller to any bank or other lender, except to the extent any such obligations or liability is an Assumed Liability; (h) Seller and unrelated to Buyer initiated at any time, whether or not listed on Schedule 4.1(h) (and to the extent any liability or obligation arises out of or relates to both Seller and Buyer, each party's liability shall be proportionately allocated between the parties); (i) any liability, obligation, cost or expense related to the Excluded Assets; (j) any liability, obligation cost or expense related to the Operations Property, including, without limitation, the environmental condition thereof; (k) the liabilities or obligations of the Seller or Shareholders for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder; (l) any liability or obligation of Seller for taxes of any kind, related to periods before the Closing Date, or whether incurred by Seller in connection with this Agreement, the Business or the transactions contemplated hereby, except any taxes incurred in connection with the operation of the Business by Buyer or otherwise attributable to a period of time after the Closing; (m) any liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller in respect of the Business or otherwise, except to the extent such liability or obligation is an Assumed Liability; (n) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other person or entity unless as a part of an assumed contract; (o) any liability or obligation arising from the acts or omissions of Seller except to the extent that any such liability or obligation is an Assumed Obligation; (p) all trade payables and accruals of the Seller in respect of the Business or otherwise; (q) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and Laurens County Landfill, LLC dated October 5, 2001; and (r) that certain Disposal Agreement by and between Waste Reduction of South Carolina, Inc. and R&B Landfill, Inc. dated August 1, 1998, as amended by that certain First Amendment to Disposal Agreement dated June 29, 2000 ((a) through (r) being referred to collectively as the "Retained Liabilities"). The Seller shall retain all of the Retained Liabilities. The assumption of the Assumed Liabilities by Buyer hereunder shall not in any respect enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith any of the Assumed Liabilities with any third party. Seller agrees Shareholders hereby jointly and severally agree to indemnify Buyer and Buyer, its successors and assigns from and against any all of the above liabilities or and obligations related to any Retained Liabilities in accordance with Section 8.1 hereof10.1 of this Agreement.