Common use of Certain Other Matters Clause in Contracts

Certain Other Matters. Sellers and Buyers hereby acknowledge and agree as follows: (a) Buyers have conducted an independent investigation of the Assets and, except for the representations, warranties, covenants and obligations of Sellers expressly set forth in this Agreement, are purchasing the Assets on an “as-is, where-is” basis, (b) except as expressly set forth in Article III, Sellers make no representations or warranties, express or implied, at law or in equity, in respect of the 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, Buyers have not relied on any representations or warranties by or on behalf of Sellers 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, (d) except as expressly set forth in Article IV, 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, Sellers have not relied on any representations or warranties by or on behalf of 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. Sellers The Seller Parties and Buyers Buyer Parties hereby acknowledge and agree as follows: (a) Buyers Buyer Parties have conducted an independent investigation of the Assets Company, the Landfill and the Business and, except for the representations, warranties, covenants and obligations of Sellers the Seller Parties expressly set forth in this Agreement, are is purchasing the Assets Interests on an “as-is, where-is” basis, (b) except as expressly set forth in Article III, Sellers the Seller Parties make no representations or warranties, express or implied, at law or in equity, in respect of the Assets 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, Buyers Buyer Parties have not relied on any representations or warranties by or on behalf of Sellers the Seller Parties in connection with their 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, Buyers 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, Sellers the Seller Parties have not relied on any representations or warranties by or on behalf of Buyers 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. Sellers The Seller Parties and Buyers Buyer hereby acknowledge and agree as follows: (a) Buyers have Buyer has conducted an independent investigation of the Assets Company, the Landfill and the Business and, except for the representations, warranties, covenants and obligations of Sellers the Seller Parties expressly set forth in this Agreement, are is purchasing the Assets Shares on an “as-is, where-is” basis, (b) except as expressly set forth in Article III, Sellers the Seller Parties make no representations or warranties, express or implied, at law or in equity, in respect of the Assets 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, Buyers have Buyer has not relied on any representations or warranties by or on behalf of Sellers the Seller Parties in connection with their 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, Buyers make Buyer 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, Sellers the Seller Parties have not relied on any representations or warranties by or on behalf of Buyers Buyer 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. Sellers Seller, WSI and Buyers Buyer each hereby acknowledge and agree as follows: (a) Buyers WSI and Buyer have conducted an independent investigation of the Assets and, except for the representations, warranties, covenants and obligations of Sellers expressly set forth in this Agreement, are purchasing the Assets on an “as-is, where-is” basis, (b) except as expressly set forth in Article III, Sellers Seller make no representations or warranties, express or implied, at law or in equity, in respect of the 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, Buyers have not neither WSI nor Buyer has relied on any representations or warranties by or on behalf of Sellers Seller in connection with 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, 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, Sellers have not relied on any representations or warranties by or on behalf of Buyers 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.