Common use of Certain Other Matters Clause in Contracts

Certain Other Matters. The Seller Parties and Buyer Parties hereby acknowledge and agree as follows: (a) Buyer Parties have conducted an independent investigation of the Company, the Landfill and the Business and, except for the representations, warranties, covenants and obligations of the Seller Parties expressly set forth in this Agreement, is purchasing the Interests on an “as-is, where-is” basis, (b) except as expressly set forth in Article III, the Seller Parties make no representations or warranties, express or implied, at law or in equity, in respect of the Interests or otherwise in connection with this Agreement including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed, (c) except as expressly set forth in Article III, Buyer Parties have not relied on any representations or warranties by or on behalf of the Seller Parties in connection with its execution of this Agreement or the consummation of the Transactions, and any such other representations or warranties shall not be implied at law or in equity, (d) except as expressly set forth in Article IV, Buyer Parties make no representations or warranties, express or implied, at law or in equity, in connection with this Agreement, and any such other representations or warranties are hereby expressly disclaimed, and (e) except as expressly set forth in Article IV, the Seller Parties have not relied on any representations or warranties by or on behalf of Buyer Parties in connection with their execution of this Agreement or the consummation of the Transactions, and any such other representations or warranties shall not be implied at law or in equity. The terms and provisions of this paragraph shall survive the Closing hereunder.

Certain Other Matters. The Seller Parties Sellers and Buyer Parties Buyers hereby acknowledge and agree as follows: : (a) Buyer Parties Buyers have conducted an independent investigation of the Company, the Landfill and the Business Assets and, except for the representations, warranties, covenants and obligations of the Seller Parties Sellers expressly set forth in this Agreement, is are purchasing the Interests Assets on an “as-is, where-is” basis, (b) except as expressly set forth in Article III, the Seller Parties Sellers make no representations or warranties, express or implied, at law or in equity, in respect of the Interests Assets or otherwise in connection with this Agreement including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed, (c) except as expressly set forth in Article III, Buyer Parties Buyers have not relied on any representations or warranties by or on behalf of the Seller Parties Sellers in connection with its their execution of this Agreement or the consummation of the Transactions, and any such other representations or warranties shall not be implied at law or in equity, (d) except as expressly set forth in Article IV, Buyer Parties Buyers make no representations or warranties, express or implied, at law or in equity, in connection with this Agreement, and any such other representations or warranties are hereby expressly disclaimed, and (e) except as expressly set forth in Article IV, the Seller Parties Sellers have not relied on any representations or warranties by or on behalf of Buyer Parties Buyers in connection with their execution of this Agreement or the consummation of the Transactions, and any such other representations or warranties shall not be implied at law or in equity. The terms and provisions of this paragraph shall survive the Closing hereunder.

Certain Other Matters. The Seller Parties and Buyer Parties hereby acknowledge and agree as follows: : (a) Buyer Parties have has conducted an independent investigation of the Company, the Landfill and the Business and, except for the representations, warranties, covenants and obligations of the Seller Parties expressly set forth in this Agreement, is purchasing the Interests Shares on an “as-is, where-is” basis, (b) except as expressly set forth in Article III, the Seller Parties make no representations or warranties, express or implied, at law or in equity, in respect of the Interests Shares or otherwise in connection with this Agreement including with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed, (c) except as expressly set forth in Article III, Buyer Parties have has not relied on any representations or warranties by or on behalf of the Seller Parties in connection with its execution of this Agreement or the consummation of the Transactions, and any such other representations or warranties shall not be implied at law or in equity, (d) except as expressly set forth in Article IV, Buyer Parties make makes no representations or warranties, express or implied, at law or in equity, in connection with this Agreement, and any such other representations or warranties are hereby expressly disclaimed, and (e) except as expressly set forth in Article IV, the Seller Parties have not relied on any representations or warranties by or on behalf of Buyer Parties in connection with their execution of this Agreement or the consummation of the Transactions, and any such other representations or warranties shall not be implied at law or in equity. The terms and provisions of this paragraph shall survive the Closing hereunder.

Certain Other Matters. The Seller Parties Seller, WSI and Buyer Parties each hereby acknowledge and agree as follows: : (a) WSI and Buyer Parties have conducted an independent investigation of the Company, the Landfill Assets and the Business and, except for the representations, warranties, covenants and obligations of the Seller Parties expressly set forth in this Agreement, is are purchasing the Interests Assets on an “as-is, where-is” basis, (b) except as expressly set forth in Article III, the Seller Parties make no representations or warranties, express or implied, at law or in equity, in respect of the Interests Assets or otherwise in connection with this Agreement including including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby expressly disclaimed, (c) except as expressly set forth in Article III, neither WSI nor Buyer Parties have not has relied on any representations or warranties by or on behalf of the Seller Parties in connection with its their execution of this Agreement or the consummation of the TransactionsTransactions contemplated hereby, and any such other representations or warranties shall not be implied at law or in equity, (d) except Seller shall have no Liability whatsoever for any information provided, or not provided, as expressly set forth in Article IVthe case may be, Buyer Parties make no representations or warranties, express or implied, at law or in equity, in connection with this Agreement, and any such other representations or warranties are hereby expressly disclaimed, and (e) except as expressly set forth in Article IV, the Seller Parties have not relied on any representations or warranties by or on behalf of Buyer Parties Seller in due diligence or otherwise in connection with their the execution of this Agreement or Agreement, other than Liabilities expressly resulting from breaches of specific provisions of this Agreement, (e) to the consummation of the Transactionsfullest extent permitted by Applicable Laws, WSI and Buyer do hereby unconditionally waive and release Seller, and its partners, beneficial owners, officers, directors, managers, shareholders, members and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Materials in, on, at, from, under or about the Real Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such other representations Hazardous Materials are located in, on, at, from, under or warranties shall not about the Real Property or any adjacent property prior to or after the date hereof, and (f) WSI and Buyer do hereby covenant and agree to defend, indemnify and hold harmless Seller and its partners, beneficial owners, officers, directors, managers, shareholders, members and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by Governmental Authorities, relating to any Hazardous Materials which have or may be implied at law placed, located or in equityreleased on the Real Property. The terms and provisions of this paragraph shall survive the Closing hereunder.