1
EXHIBIT 8
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into between
XXX XXXXX, an Individual, XXXXX XXXXXXX, an Individual, XXXXXXX XXXXX/HOLDING
CO., L.L.C. (each, individually, a "Seller" and collectively, the "Sellers") and
WASTE CORPORATION OF AMERICA, INC. or its assigns ("Purchaser").
W I T N E S S E T H:
In consideration of the mutual covenants set forth herein and in
consideration of $100.00 paid by Purchaser to Sellers, the receipt and
sufficiency of which is hereby acknowledged by Sellers, the parties hereto
hereby agree as follows:
Section 1. Sale and Purchase, Purchase Price
(a) Sellers hereby agree to sell, convey, and assign to Purchaser and
Purchaser hereby agrees to purchase and accept from Sellers, for the Purchase
Price (hereinafter defined) and on and subject to the terms and conditions
herein set forth, the following:
(1) Good and indefeasible title in fee simple to the tracts or
parcels of land situated in Greenville County, South Carolina, described in
Exhibit "A" hereto together with all rights and interests appurtenant thereto,
including all of Sellers' right, title and interest in and to adjacent streets,
alleys, rights-of-way and any adjacent strips or gores of real estate (the
"Land"); and all rights, titles, and interests appurtenant to the Land;
(2) Any leases, franchises, licenses, or other agreements,
providing for the use or occupancy of, or otherwise similarly affecting or
relating to, the Land (collectively "Leases" and individually "Lease") to the
extent Purchaser elects to take assignment thereof;
(3) Permit Number 000 000-0000 issued by the South Carolina
Department of Health and Environmental Control to Xxxxx and Xxxxxxx for the
operation of a Construction and Demolition landfill on the Land ("Permit") and
any and all other permits, licenses, and agreements necessary to operate the
landfill on the Land; and
(4) Any and all (i) contracts or agreements, including
disposal agreements, equipment agreements, utility capacity, sewer treatment or
drainage reservations or commitments or reimbursement rights, (the "Property
Agreements"), (ii) warranties, guarantees, indemnities and claims, (iii)
licenses, permits, or similar documents relating to the Land or to Sellers' use
of the Land, to the extent Purchaser elects to take assignment thereof, (iv)
plans, drawings, specifications, surveys, engineering reports, and other
technical descriptions, (v) the property identified on the attached Schedule 1,
which shall set forth the information identified in Section 3 (a)(4) herein; and
(vi) the good will, customer lists, agreements, and other intangible assets
related to the operation of a landfill on the Land.
The above listed items are herein collectively called the "Property". All of the
Property shall be conveyed, assigned, and transferred to Purchaser at Closing
(hereinafter defined) free and clear
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 1 of 11
2
of all liens, claims, easements and encumbrances whatsoever except for those
matters specifically approved of in writing by Purchaser, as herein provided.
(b) The price ("Purchase Price") for which Sellers agree to sell and
convey the Property to Purchaser, and which Purchaser agrees to pay to Sellers,
subject to the terms hereof, is the amount of Four Million Five Hundred Thousand
and No/100 Dollars ($4,500,000.00), to be paid in cash as provided in Section 6
hereof and allocated between the Sellers as instructed by the Sellers.
Section 2. Xxxxxxx Money. Within two (2) business days after the
receipt of the schedules (as set forth more fully in Section 19 hereof),
Purchaser shall deliver to Title Company the amount of $250,000.00 as "Xxxxxxx
Money". Title Company shall immediately deposit same in an interest-bearing
account and maintain the Xxxxxxx Money in such an account until the Xxxxxxx
Money, with interest earned thereon, is delivered pursuant to the provisions
hereof. Deposit by Purchaser of the Xxxxxxx Money is itself agreed to be
sufficient consideration to support this Agreement notwithstanding Purchaser's
rights under Section 4 hereof.
Section 3. Title Commitment, Survey and Property Schedule.
(a) Within fourteen (14) days after the date of this Agreement,
Sellers, at their sole cost and expense, shall deliver or cause to be delivered
to Purchaser the following:
(1) Commitment for Title Insurance ("Title Commitment") from
R & V Title Agency, 000 X. Xxxx Xx., 00xx Xxxxx (P.O. Xxx 00000), Xxxxxxxxxx,
Xxxxx Xxxxxxxx Attention: Xxxxx X. Xxxxx, Esq. ("Title Company"), setting forth
the status of the title of the Land and Improvements and showing all liens,
claims, encumbrances, easements, rights-of-way, encroachments, reservations,
restrictions, and any other matters affecting the Land or Improvements; and
(2) A true, complete and legible copy of all documents
referred to in the Title Commitment, including but not limited to deeds, lien
instruments, plats, reservations, restrictions, and easements.
(3) A survey ('Survey") prepared by a licensed surveyor
acceptable to Purchaser and the Title Company, which Survey shall (i) reflect
the actual dimensions of, and area within, the Land, the location of any
easements, setback lines, encroachments, or overlaps thereon or thereover, and
the outside boundary lines of all Improvements, (ii) identify by recording
reference all easements, set-back lines, and other matters referred to on the
Title Commitment, (iii) include the surveyor's registered number and seal, the
date of the Survey, and a certificate satisfactory to Purchaser, (iv) reflect
that there is access to and from the Land from a publicly dedicated street or
road, (v) be sufficient to cause the Title Company to delete (except for
"shortages in area") the printed exception for "discrepancies, conflicts or
shortages in area or boundary lines, or encroachments, or any overlapping of
improvements" in any Owner's Title Policy obtained by Purchaser, (vi) reflect
any area within the Land that has been designated by the Federal Insurance
Administration, the Army Corps of Engineers, or any other governmental agency or
body as being subject to special or increased flooding hazards. For purposes of
the property description to be included in the general warranty deed to be
delivered pursuant to
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 2 of 11
3
Section 6 hereof, the field notes prepared by the surveyor shall control any
conflicts or inconsistencies with Exhibit "A" hereto, and such field notes shall
be incorporated herein by this reference upon their completion and approval by
Purchaser.
(4) A list of all agreements, equipment and other Property
used in the operation of a landfill on the Land, together with a schedule of all
liens and encumbrances on all such Property.
(b) Purchaser shall have fourteen (14) days from the receipt of the
last to be delivered of the information referred to in Section 3(a) hereof to
examine same and to specify to Sellers those items that Purchaser will accept
title to the Property subject to (the "Permitted Encumbrances"), and those
matters that Purchaser finds objectionable (the "Encumbrances"). If such notice
is not timely delivered then all of the items reflected on the Schedule and
Title Commitment and any overlaps, encroachments, easements, or encumbrances
shown on the Survey shall be considered to be Permitted Encumbrances. Sellers at
their sole cost and expense shall use all reasonable efforts to cure or remove
all Encumbrances, give Purchaser written notice thereof, and deliver by Closing
pursuant to this Paragraph an amended Survey and Title Commitment reflecting the
cure of such matters.
(c) If Sellers fail to cause all of the Encumbrances to be removed or
cured timely and timely written notice thereof to be given to Purchaser,
Purchaser shall have the following rights:
(1) Purchaser may terminate this Agreement by giving Sellers
written notice thereof, in which event the Xxxxxxx Money shall be returned to
Purchaser, and neither party shall have any further rights, duties, or
obligations hereunder; or
(2) Purchaser may elect to purchase the Property subject to
the Encumbrances not so removed or cured, in which event the Purchase Price
shall be reduced by any amount paid to release any liens, abstracts of judgment
or other encumbrances of a determinable sum. For all other Encumbrances, the
Purchase Price shall be reduced by an aggregate sum of $25,000.00.
Section 4. Furnishing of Information, Conditions to Closing.
(a) The parties recognize and agree that Purchaser will require access
to, and an opportunity to evaluate the Property in order to effect the
conveyance herein contemplated. Accordingly, Sellers agree to furnish the
material and information described in this Section 4 to Purchaser as soon as is
practicable after the date hereof, and to allow Purchaser and Purchaser's agents
complete access to the Property hours from and after the date hereof.
Sellers agree to furnish to Purchaser the following information
pursuant to this Section 4(a):
(1) (i) True, complete, and legible copies of each Property
Agreement; (ii) true, complete and legible copies of any and all warranties,
guaranties, indemnities and claims relating to the Property; (iii) true,
complete and legible copies of the Permit and any and all other licenses,
permits, or similar documents necessary or appropriate to the ownership, or
development of the Property; and
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 3 of 11
4
(2) Such surveys, engineering, environmental drainage, or
similar reports Sellers may possess relating thereto.
(b) Purchaser's obligations hereunder are also subject to the
following:
(1) Permit Number 000 000-0000 issued by the South Carolina
Department of Health and Environmental Control to Xxxxx and Xxxxxxx for the
operation of a Construction and Demolition landfill on the Land ("Permit") and
any other permit necessary to operate the landfill on the Land being transferred
to the Purchaser; and
(2) Purchaser's satisfaction, in its sole discretion, of the
results of its environmental and regulatory due diligence review of the
Property.
If the requirements of Section 4(b)(1) are not satisfied prior to August 31,
1999, Purchaser shall be entitled to either (x) terminate this Agreement,
whereupon the Xxxxxxx Money will be returned to Purchaser and the parties will
be released from all obligations hereunder, or (y) extend the Closing until
September 30, 1999. If the requirements of Section 4(b)(1) are not satisfied by
September 30, 1999, Purchaser may either (xx) terminate this Agreement,
whereupon the Xxxxxxx Money will be returned to Purchaser and the parties will
be released from all obligations hereunder; or (yy) enforce specific performance
as set forth in Section 8(c) hereof. Notwithstanding the foregoing, Purchaser
shall not be entitled to a return of the Xxxxxxx Money if the Permit is not
transferred due to any action or inaction on the part of Purchaser.
If the requirements of Section 4(b)(2) are not satisfied by July 15, 1999,
Purchaser shall be entitled to either waive such requirements and proceed with
the Closing or to terminate this Agreement, whereupon the Xxxxxxx Money (except
a non-refundable sum of $25,000.00) will be returned to Purchaser and the
parties will be released from all obligations hereunder. If Purchaser terminates
this Agreement pursuant to a right contained in Section 4(b)(2) after July 15,
1999, the entire amount of Xxxxxxx Money shall be paid to the Sellers as
liquidated damages, the parties shall have no further obligations to the other,
and neither party shall have further rights as against the other.
Purchaser and Seller each covenant to use their reasonable best efforts to
secure the transfer of the Permit and any and all other permits, licenses, and
agreements necessary to operate the landfill on the Land.
Section 5. Sellers' Representations, Warranties, and Covenants. Sellers
hereby represent and warrant (which representations and warranties shall be
deemed also made by Sellers as of Closing) to, and covenant with, Purchaser the
following:
(a) Seller Xxxxxxx Xxxxx/Holding Co., L.L.C. now has and will have on
the Closing Date good and indefeasible title in fee simple to the Property free
and clear of all liens (except those liens accepted by Purchaser or that will be
released at or prior to Closing) and no party, except as herein set forth, has
or shall have on the Closing Date any rights in, or to acquire, the Property.
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 4 of 11
5
(b) There are no actions, suits, claims, assessments, or proceedings
pending or, to the knowledge of Sellers, threatened that could materially
adversely affect the ownership, operation, or maintenance of the Property or
Sellers' ability to perform hereunder.
(c) Sellers shall immediately notify Purchaser of any material change
in respect of the Property or any information heretofore of hereafter furnished
to Purchaser in respect of the Property.
(d) From the date hereof until the Closing Date, Sellers shall (i)
continue all Leases, Property Agreements, permits, licenses and contracts
relative to the Property in full force and effect and neither cancel (unless
directed to do so by Purchaser), amend, nor renew any of the same without
Purchaser's prior written consent; and (ii) afford Purchaser and its
representatives the continuing right to inspect the Property. From the date
hereof until the Closing Date, Sellers shall not: (i) commit or permit to be
committed any waste to the Property or (ii) enter into any agreement or
instrument or take any action that would encumber the Property after Closing or
that would bind Purchaser or the Property after Closing.
(e) All bills and other payments due with respect to the ownership of
the Property have been (and on the Closing Date will be) paid and no liens or
other claims for the same have been filed or asserted against any part of the
Property.
(f) Sellers have full right, power, and authority to execute, deliver,
and perform this Agreement without obtaining any further consents or approvals
from, or the taking of any other actions with respect to, any third parties and
this Agreement, when executed and delivered by Sellers and Purchaser, will
constitute the valid and binding agreement of Sellers, enforceable against
Sellers in accordance with its terms.
(g) The Land is property zoned for its current use and is not in
violation of any applicable law, statute, ordinance, rule, regulation, order or
determination of any governmental authority or any restrictive covenant or deed
restriction (recorded or otherwise) affecting any of the Property, including
without limitation all applicable zoning ordinances and land use planning or
development codes (hereinafter sometimes collectively called "Applicable Laws").
(h) Without limitation of (g) above, to Sellers' knowledge the Land and
Sellers are not currently in violation of or subject to any existing, pending or
threatened investigation or inquiry by any governmental authority or to any
remedial obligations under any Applicable Laws pertaining to health or the
environment (hereinafter sometimes collectively called "Applicable Environmental
Laws"), including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation
and Recovery Act of 1976 ("RCRA"), and this representation and warranty would
continue to be true and correct following disclosure to the applicable
governmental authorities of all relevant facts, conditions and circumstances, if
any, pertaining to the Land.
(i) Sellers have not obtained and are not required to obtain, and
Sellers have no knowledge of any reason Purchaser will be required to obtain,
any permits, licenses or similar authorizations to develop the Land by reason of
any Applicable Environmental Laws, save and except the Permit and all other
permits, licenses and approvals being transferred to Purchaser.
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 5 of 11
6
(j) Except as set forth on Schedule 5(j), no hazardous substances or
solid wastes have been disposed of or otherwise released on or to the Land. In
this Agreement the terms "hazardous substance" and "release" shall have the
meanings specified in CERCLA, and the terms "solid waste" and "disposal" (or
"disposed") shall have the meanings specified in RCRA; provided, to the extent
that the laws of the State of South Carolina establish a meaning for "hazardous
substance", "release", "solid waste", or "disposal" which is broader than that
specified in either CERCLA or RCRA, such broader meaning shall apply. There are
no PCBs in or on the Land and the Land contains no underground storage tanks.
Section 6. Closing.
(a) The closing ("Closing") of the sale of the Property by Sellers to
Purchaser shall occur on or before August 31, 1999. The Closing shall occur in
the offices of the Title Company or at such other location as the parties
mutually agree. In the event the Permit is not transferred on or prior to August
31, 1999, the Closing may be extended by Purchaser as set forth in Section 4(b).
(b) At the Closing, the following (which are mutually concurrent
conditions) shall occur:
(1) Purchaser, at its sole cost and expense, shall deliver or
cause to be delivered to Sellers the following:
(i) A cashier's check, or the check of the Title
Company, made payable to the order of Sellers, or immediately available cash
funds, in the amount of the cash portion of the Purchase Price as set out in
Section 1(b)(1) hereof, adjusted as provided for in Sections 6(c) and 6(d)
hereof,
(ii) Evidence satisfactory to Sellers and the Title
Company that the person executing the Closing documents on behalf of Purchaser
has full right, power, and authority to do so.
(2) Sellers, at their sole cost and expense, shall deliver or
cause to be delivered to Purchaser the following:
(i) General Warranty Deed in form and substance
satisfactory to Purchaser, fully executed and acknowledged by the appropriate
Seller or Sellers, conveying to Purchaser the Land, subject only to the
Permitted Encumbrances;
(ii) Assignment in form and substance satisfactory
to Purchaser, fully executed and acknowledged by the appropriate Seller or
Sellers, assigning, conveying and transferring, to the extent Purchaser elects
to take assignment thereof, all of the Property except the Land to Purchaser,
subject only to the Permitted Encumbrances;
(iii) Completed Transfer to Purchaser, with all
required State of South Carolina approvals obtained, of the Permit and any other
permit necessary to operate the landfill on the Land;
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 6 of 11
7
(iv) Evidence satisfactory to Purchaser and the
Title Company that the person or persons executing the Closing documents on
behalf of Sellers have full right, power and authority to do so;
(v) Certificate meeting the requirements of Section
1445 of the Internal Revenue Code of 1954 executed and sworn to by Sellers; and
(vi) Such other instruments as are customarily
executed in South Carolina to effectuate the conveyance of property similar to
the Property, with the effect that after the Closing, Purchaser will have
succeeded to all of the rights, titles, and interests of Sellers related to the
Property and Sellers will no longer have any rights, titles, or interests in and
to the Property.
(c) The Purchase Price shall be inclusive of the Xxxxxxx Money. All
normal and customarily proratable items, including without limitation real
estate taxes, all income of the Property, and the Property Agreement payments
shall be prorated as of the Closing Date, Sellers being charged and credited for
all of same on and after such date. Purchaser shall be responsible for (and
receive the benefit of) any such items attributable to the period after Closing
except for any payments under Property Agreements Purchaser does not assume or
any other obligations Purchaser does not assume. If the actual amounts to be
prorated are not known as of the Closing Date, the prorations shall be made on
the basis of the best evidence then available, and thereafter, when actual
figures are received, a cash settlement will be made between Sellers and
Purchaser. Sellers shall be responsible for payment of all transfer taxes (f/k/a
"deed stamps"). Each party shall be responsible for its own attorneys' fees and
costs. The provisions of this Section 6(d) shall survive the Closing.
(d) Of the Purchase Price set out in Section l(b)(1) hereof, the sum of
FIVE HUNDRED THOUSAND AND N01100 DOLLARS ($500,000.00) shall not be paid to
Sellers unless and until the issuance by the South Carolina Department of
Environmental Control of a permit for Phase II of the Shiloh Site on the Land
(with a minimum expansion capacity of 740,000 cubic yards within such Phase II)
(the "Permit Expansion"). Within ten (10) days of the issuance of the permit
described in this Section 6(d), Purchaser shall deliver the funds set forth
herein to the Sellers. This provision is binding upon Waste Corporation of
America, Inc. and any and all assigns thereof and shall run with the land.
Purchaser and Sellers shall use their reasonable best efforts to obtain the
Permit Expansion; provided, however, that Purchaser shall pay all reasonable
costs and expenses associated therewith.
(e) Upon completion of the Closing, Sellers shall deliver to Purchaser
possession of the Property free and clear of all tenancies of every kind or any
parties in possession, and in the same condition as on the date hereof, normal
wear only excepted.
Section 7. Destruction, Damage, or Taking Prior to Closing. Prior to
Closing, risk of loss with regard to the Property shall be borne by Sellers. If,
prior to Closing, the Property becomes subject to a taking by virtue of eminent
domain, to any extent whatsoever, Purchaser shall have the option, which must be
exercised by it by the Closing Date, to terminate this Agreement or to proceed
with the Closing. If Purchaser elects to terminate this Agreement, all rights,
duties, obligations and liabilities created hereunder shall cease. If Purchaser
elects to
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 7 of 11
8
proceed with the Closing, it shall be obligated to do so (subject to the other
provisions hereof) but Purchaser shall be entitled to any award as a result of
such damage or taking and, to the extent the same may be necessary or
appropriate, Sellers shall assign to Purchaser at Closing Sellers' rights to
such award.
Section 8. Remedies.
(a) If Purchaser refuses to consummate the purchase of the Property
pursuant to this Agreement for any reason other than termination hereof pursuant
to a right granted to Purchaser to do so, or breach by any Seller of his or its
representations, warranties, or agreements hereunder, then Sellers, as their
sole remedy, shall have the right to terminate this Agreement by giving
Purchaser written notice thereof, in which event neither party hereto shall have
any further rights, duties, or obligations hereunder and Title Company shall
deliver to Sellers, as liquidated damages (Sellers and Purchaser hereby
acknowledging that the amount of damages resulting from a breach of this
Agreement by Purchaser would be difficult or impossible to accurately
ascertain), the Xxxxxxx Money.
(b) If Purchaser terminates this Agreement pursuant to a right granted
to Purchaser hereunder to do so, then neither party hereto shall have any
further rights, duties, or obligations hereunder, and Title Company shall return
to Purchaser the Xxxxxxx Money, free of any claims by Sellers with respect
thereto.
(c) Subject to the limitations contained in Section 5(a) herein, if any
Seller fails or is unable to perform any of his or its obligations or agreements
hereunder either prior to or at Closing, or if any of any Seller's
representations or warranties made hereunder, or any of the information
furnished by any Seller pursuant hereto, should be false or misleading in any
material respect, Purchaser may terminate this Agreement by notifying Sellers
thereof in which event the Title Company shall return to Purchaser the Xxxxxxx
Money; enforce specific performance of the obligations of Sellers hereunder; and
seek any other rights, recourses, or remedies available to Purchaser whether
hereunder, at law, or in equity. Purchaser's rights, remedies, and recourses
shall be cumulative.
Section 9. Indemnity. Sellers agree to indemnify and hold Purchaser
harmless from and against and to reimburse Purchaser with respect to, any and
all claims, demands, causes of action, loss, damage, liabilities, costs and
expenses (including attorney's fees and court costs) of any and every kind or
character, known or unknown, fixed or contingent, asserted against or incurred
by Purchaser at any time and from time to time by reason of or arising out of
either (a) the breach of any representation or warranty of any Seller set forth
herein, or (b) the failure of any Seller to perform any obligation herein
required to be performed by that Seller. Purchaser agrees to indemnify and hold
Sellers harmless from and against and to reimburse Sellers with respect to, any
and all claims, demands, causes of action, loss, damage, liabilities, costs and
expenses (including attorney's fees and court costs) of any and every kind or
character, known or unknown, fixed or contingent, asserted against or incurred
by any Seller at any time and from time to time by reason of or arising out of
either (a) the breach of any representation or warranty of Purchaser set forth
herein, of (b) the failure of Purchaser to perform any obligation herein
required to be performed by Purchaser.
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 8 of 11
9
Section 10. Commissions. Purchaser shall owe a commission or finder's
fee of _________________ to Xxxxxxx Xxxxxxx with regard to the sale of the
Property. Sellers hereby agree to defend, indemnify, and hold harmless
Purchaser, and Purchaser hereby agrees to defend, indemnify, and hold harmless
Sellers, from and against any other claim by third parties to this Agreement or
the sale of the Property, and any court costs, attorneys' fees or other costs or
expenses arising therefrom, and alleged to be due by authorization of the
indemnifying party.
Section 11. Notices. Any notice provided or permitted to be given under
this Agreement must be in writing and may be given by depositing same in the
United States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, by delivering the same in
person to such party; or by prepaid telegram or telex. Notice given in
accordance herewith shall be effective when it is given. For purposes of notice,
the addresses of the parties shall be as follows:
If to Sellers, to: Xxx Xxxxx
Xxxxx Xxxxxxx
Xxxxxxx Xxxxx/Holding Co., L.L.C.
000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
With a copy to: Xxxxx X. Xxxxx, Esq.
000 Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
P. O. Xxx 00000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
If to Purchaser: Waste Corporation of America, Inc.
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
ATTN: Xx Xxxxxx
With a copy to: Xxxxx Xxxxx, Esq.
Short & Ketchand, L.L.P.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Either party hereto may change its address for notice by giving ten (10) days
prior written notice thereof to the other party.
Section 12. Survival; Effect of Inspections. Any claim or cause of
action arising out of the falsity or untruth of any of Sellers' representations
and warranties herein made, or made pursuant hereto, shall survive the Closing;
any inspections or examinations of the Property or information relative thereto
by Purchaser shall not diminish or otherwise affect Sellers' representations and
warranties relative thereto, and Purchaser shall continue to rely thereon.
Section 13. Entire Agreement. This Agreement is the entire agreement
between Sellers and Purchaser concerning the sale of the Property and no
modification hereof or
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 9 of 11
10
subsequent agreement relative to the subject matter hereof shall be binding on
either party unless reduced to writing and signed by the party to be bound.
Section 14. Exhibits and Schedules. Exhibit "A" and all Schedules
attached hereto are incorporated herein by this reference for all purposes.
Section 15. Gender and Number. As used herein, unless the context
prohibits, pronouns of any gender shall include all genders and all numbers
shall include the singular and the plural.
Section 16. Captions. The Section captions are inserted for convenience
of reference only and shall in no way alter, modify, or define, or be used in
construing, the text of such sections.
Section 17. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of South Carolina.
Section 18. Assigns. This Agreement may be assigned by Purchaser and
shall inure to the benefit of and be binding on the parties hereto and their
respective heirs, legal representatives, successors, and assigns.
Notwithstanding the foregoing, Waste Corporation of America, Inc. shall remain
liable for all obligations of Purchaser through Closing. No Seller may assign
this Agreement to any other person or entity, save and except that the Permit
may be transferred by and among the Sellers immediately prior to Closing in
order to effectuate the Closing.
Section 19. Miscellaneous. Schedule 1 shall be attached hereto within 2
business days of the execution of this Agreement which schedule shall at that
time include the list of equipment and debt thereon. Within seven (7) days of
the date of execution of this Agreement, Schedule 1 shall be updated to include
all information required by Section 3(a)(4). Schedule 5(j) shall be attached
hereto within 2 business days of the execution of this Agreement. Purchaser
reserves the right to object to any information contained in schedules pursuant
to the terms of this Agreement.
EXECUTED as of May ___, 1999.
WASTE CORPORATION OF AMERICA, INC.
--------------------------------------------
XXXXX XXXXXXX
By:
------------------------------
Its:
-----------------------------
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 10 of 11
11
XXXXXXX XXXXX/HOLDING CO., L.L.C.
--------------------------------------------
XXX XXXXX
By:
------------------------------
Its:
-----------------------------
--------------------------------------------------------------------------------
Purchase & Sale Agreement
Page 11 of 11
