EXHIBIT 10.49
PURCHASE AND SALE OF ASSETS AGREEMENT
THIS PURCHASE AND SALE OF ASSETS AGREEMENT (this "Agreement") is
executed and delivered as of January 1, 1998, between ENVIRONMENT MANAGEMENT,
INC., a Texas corporation ("Buyer"); ENVIRO-PLUMBING, INC., a Texas corporation
("Seller"); and XXXXXXX X. XXXXXXX, and XXXX X. XXXXXX the sole stockholders of
Seller ("Stockholders").
P R E M I S E S:
WHEREAS, Seller operates a non-hazardous commercial waste,
transportation, storage, treatment, processing and disposal business in the
Austin, Texas area (the "Business");
WHEREAS, as part of the Business, Seller subleases certain
improved real property located at 0000 X. 0xx Xxxxxx in Austin, Texas and more
fully described on Exhibit A attached hereto and made a part hereof (the
"Land"), pursuant to a oral lease between Seller and Buyer (the "Real Estate
Lease");
WHEREAS, Buyer desires to purchase and acquire certain assets,
properties and contractual rights of Seller used in connection with the Business
and Seller desires to sell such assets, properties and contractual rights to
Buyer, all in accordance with the terms and conditions set forth in this
Agreement;
WHEREAS, Stockholders hold all of the outstanding capital stock
of Seller and Buyer is unwilling to enter into this Agreement without the
covenants and promises of Stockholders herein set forth; and
NOW, THEREFORE, in consideration of Ten Dollars ($10), the mutual
promises and covenants herein contained and other good and valuable
consideration, received to the full satisfaction of each of them, the parties
hereby agree as follows:
A G R E E M E N T:
ARTICLE 1. SALE OF ASSETS
SECTION 1.1 DESCRIPTION OF ASSETS. Upon the terms and subject to
the conditions set forth in this Agreement, Seller agrees to grant, convey,
sell, transfer and/or assign (as the case may be) to Buyer the following assets,
properties and contractual rights of Seller, wherever located, subject to the
exclusions hereinafter set forth:
(a) all equipment owned or leased by Seller and used or for use
in the operation of the Business, including, without limitation, the
equipment listed on Schedule 1.1(a) attached hereto and made a part
hereof (the "Equipment");
(b) all of the motor vehicles owned or leased by Seller and used
or for use in the Business, and all radios, attachments, accessories and
materials handling equipment owned or leased by Seller and now located
in or on such motor vehicles (the "Rolling Stock"), as the same are
listed and more completely described by manufacturer, model number and
model year on Schedule 1.1(b), attached hereto and made a part hereof;
(c) all manual and automated routing and billing information and
components thereof, including, without limitation, all routing and
billing computer hardware, software and programs containing any customer
information (subject, however, to such license or other agreements as
may be applicable to such software, programs or other assets);
(d) all contractual rights of Seller with Seller's customers
(whether oral or in writing) relating to the conduct of the Business
(the "Customer Accounts"), and all commitments, lists, leases, permits,
licenses, consents, approvals, franchises and other instruments relating
to the Customer Accounts, if any (the "Related Approvals"); a complete
and accurate list of the Customer Accounts and the Related Approvals is
set forth on Schedule 1.1(d), attached hereto and made a part hereof,
and true and complete copies of all written Customer Accounts and
Related Approvals shall be delivered to Buyer simultaneously with the
execution and delivery of this Agreement;
(e) all of Seller's inventory of parts, tires and accessories of
every kind, nature and description used or for use in connection with
the Business (the "Inventory");
(f) all right, title and interest of Seller in and to all trade
secrets, proprietary rights, symbols, trademarks, service marks, logos
and trade names used in the Business;
(g) to the extent transferable, all permits, licenses,
franchises, consents and other approvals relating to the Business set
forth on Schedule 1.1(g), attached hereto and made a part hereof (the
"Permits") (true and complete copies of which shall be delivered to
Buyer simultaneously with the execution and delivery of this Agreement);
(h) the Equipment leases specified on Schedule 1.1(h) (the
"Assumed Leases"), which schedule shall set forth the lessor of such
Equipment, a description of the Equipment leased and the remaining
payment obligations under each Assumed Lease.
(i) Seller's leasehold interest in the Land (subject to the terms
of the Real Estate Lease) and all of Seller's right, title, estate and
interest in and to the buildings and other improvements on the Land;
(j) all right, title, and interest of Seller in and to the
telephone number (000) 000-0000 and the telecopier number (000) 000-0000
used by Seller in the conduct of the Business;
(k) all of Seller's right, title and interest in and to the name
"Enviro Plumbing, Inc." and the right to use such name (the "Business
Name");
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(l) all of Seller's existing documents, files and other material
related to all current or past customers of the Business;
(m) all of Seller's shop tools, nuts and bolts relating to the
Business; and
(n) all of the goodwill of the Business.
All of the foregoing assets, properties and contractual rights are hereinafter
sometimes collectively called the "Assets."
SECTION 1.2 EXCLUDED ASSETS. The parties agree that there shall
be excluded from the Assets the following which are not being sold to Buyer
pursuant to this Agreement (the "Excluded Assets"): (a) all cash on hand and on
deposit of Seller, except as set forth in Section 1.5 hereof; (b) all accounts
receivable of Seller ("Accounts Receivable") as of the close of business on
December 31, 1997; (c) all real property (whether owned or leased) and all
buildings on and fixtures to all real property of Seller (whether owned or
leased) other than the Land; (d) all contracts and contract rights and
obligations of Seller (whether oral or in writing) other than the Customer
Accounts, the Assumed Leases and all commitments, lists, leases, permits,
licenses, consents, approvals, franchises and other instruments not relating to
the Customer Accounts, the Assumed Leases or the Business; (e) all employment
contracts to which Seller is a party or by which Seller is bound; and (f) all
motor vehicles of Seller that are not Rolling Stock.
SECTION 1.3 NON-ASSIGNMENT OF CERTAIN CUSTOMER ACCOUNTS AND
ASSUMED LEASES. Notwithstanding anything to the contrary in this Agreement, to
the extent that the assignment hereunder of any Customer Account or Assumed
Lease shall require the consent of any third party, neither this Agreement nor
any action taken pursuant to its provisions shall constitute an assignment or an
agreement to assign if such assignment or attempted assignment would constitute
a breach thereof or result in the loss or diminution thereof; provided, however,
that in each such case, Seller shall use its reasonable efforts to obtain the
consent of such other party to such assignment to Buyer. If such consent is not
obtained, Seller shall cooperate with Buyer in any reasonable arrangement
designed to provide for Buyer the benefits under any such Customer Account or
Assumed Lease, including, without limitation, an adjustment of the purchase
price set forth in Section 2.1 hereof and enforcement for the account and
benefit of Buyer, of any and all rights of Seller against any other person
arising out of the breach or cancellation of any such Customer Account or
Assumed Lease by such other person, or otherwise. Attached hereto as Schedule
1.3 is a list of all Customer Accounts or Assumed Leases requiring consent to
their assignment.
SECTION 1.4 SELLER ACCOUNTS RECEIVABLE. (a) Buyer shall have no
liability or obligation whatsoever to Seller in connection with the
Accounts Receivable and Buyer shall not be responsible for collecting
the Accounts Receivable. However, if Buyer receives any payments which
are designated by the customer as being toward such Accounts Receivable,
then Buyer shall forward such payments to Seller as set forth in Section
1.4(b). Attached hereto as Schedule 1.4 is a true and complete list of
all Accounts Receivable of Seller as of the close of business on
December 31, 1997.
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(b) All sums representing Accounts Receivable as set forth on
Schedule 1.4 collected by Buyer from the customers set forth on Schedule
1.1(d) shall be conclusively presumed to be receipts from the collection
of the oldest Accounts Receivable of such customer unless the customer
specifically indicates otherwise in writing. All such sums received by
Buyer shall be received in trust and shall be remitted to Seller on a
weekly basis, together with an itemized list of the sources thereof.
Seller shall be entitled to take such action as may be necessary in
order to collect its unpaid Accounts Receivable; provided, however, that
Seller agrees not to deliver any such Accounts Receivable to a
collection agency or institute any litigation related to an Accounts
Receivable without the prior written consent of Buyer, which consent
shall not be unreasonably withheld.
SECTION 1.5 PRORATION OF CASH ON HAND. The parties shall prorate,
as of the close of business on December 31, 1997, all cash on hand or on deposit
with Seller consisting of sums paid to Seller pursuant to any advance billing
practice of Seller or otherwise representing a prepayment to Seller of services
to be rendered after the Closing. Seller shall be entitled to all such sums
allocable to services performed on or before the close of business on December
31, 1997, and Buyer shall be entitled to all such sums allocable to services to
be performed thereafter. Buyer and Seller agree that the amount of such prepaid
services to be credited to Buyer is $0.
SECTION 1.6 CHANGE OF NAME. On the date of Closing, Seller shall
take all necessary action to change Seller's current Business Name, to a name
not the same as or similar to Enviro Plumbing, Inc. or any other symbol,
trademark, service xxxx, logo or trade name now used by Seller. Seller shall, on
the date of closing, deliver to Buyer, in form suitable for filing, such
certificates, consents and other documents as are necessary to effect the
transfer of the registration of the Business Name conveyed by Buyer pursuant to
this Agreement in Texas, and shall grant any consents and take any other and
further action, all at Seller's own expense, requested by Buyer to enable Buyer
to reserve or register any such name for use of Buyer in Texas.
ARTICLE 2. PURCHASE PRICE
SECTION 2.1 AGGREGATE PURCHASE PRICE. U S Liquids Inc., a
Delaware corporation ("Parent") shall pay to Seller for the Assets and the
restrictive covenants set forth herein: (A) the sum of $1,750,000 in immediately
available funds on the Closing Date; and (B) the sum of $950,000 in immediately
available funds on January 16, 1999.
ARTICLE 3. CLOSING
SECTION 3.1 TIME AND PLACE OF CLOSING. Unless the parties
otherwise agree, this transaction shall be closed simultaneously with the
execution and delivery of this Agreement and the other documents and instruments
referred to in this Article 3 (the "Closing"), to be effective
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for all purposes as of January 1, 1998. The Closing shall take place at a time
and location mutually acceptable to Buyer and Seller.
SECTION 3.2 DELIVERIES BY SELLER AND STOCKHOLDERS. At the
Closing, Seller and Stockholders shall deliver to Buyer, all duly executed:
(a) an assignment of the Real Estate Lease containing the
consent of the Landlord if required;
(b) a General Conveyance, Assignment and Xxxx of Sale, in form
and substance satisfactory to Buyer and Seller, conveying, selling,
transferring and assigning to Buyer all of the Assets (other than the
Land) (the "Xxxx of Sale");
(c) an assignment and assumption of the Assumed Leases;
(d) motor vehicle Certificates of Title and/or registrations to
the Rolling Stock, properly endorsed to Buyer;
(e) a receipt acknowledging payment by Buyer of the purchase
price;
(f) fully executed consents to the assignment of the Customer
Accounts and the Assumed Leases set forth on Schedule 1.3, if any, in
form and substance reasonably satisfactory to Buyer;
(g) the documents evidencing Seller's change of name as required
by Section 1.6;
(h) a certified copy of the written action of the shareholders
and directors of Seller authorizing the execution of this Agreement, the
sale of the Assets to Buyer, and the consummation of the transactions
contemplated herein, along with an incumbency certificate of Seller; and
(i) such other separate instruments of sale, assignment or
transfer reasonably required by Buyer.
SECTION 3.3 DELIVERIES BY BUYER. At the Closing, Buyer shall
deliver to Seller the Purchase Price set forth in Section 2.1(A) and an
assignment and assumption of the Assumed Leases.
SECTION 3.4 PRORATIONS AND CHARGES. The parties shall prorate and
apportion, on a calendar year basis, as of the close of business on the date of
Closing, the rent under the Real Estate Lease.
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ARTICLE 4. COVENANTS OF SELLER AND STOCKHOLDER
SECTION 4.1 USE OF BUSINESS NAME. Seller and Stockholders
covenant not to use the Business Name or any similar names from and after the
close of business on the date of Closing.
SECTION 4.2 TRANSITION. Neither Seller nor Stockholders will take
any action that is designed or intended to have the effect of discouraging any
customer or business associate of Seller from maintaining the same business
relationships with Buyer after the Closing that it maintained with Seller before
the Closing. Seller and Stockholders will refer all customer inquiries relating
to the Business to Buyer from and after the Closing. Further, Seller and
Stockholders agree that for a period of 90 days following the date of Closing,
they will, without additional consideration, assist Buyer with the orderly
transition of the operations of the Business from Seller to Buyer. Such
assistance shall include, without limitation, Seller and Stockholders assisting
Buyer to obtain contracts with Seller's current customers, routing transition
activities and development of sufficient information to allow Buyer to compile
accurate customer xxxxxxxx.
SECTION 4.3 SURVIVAL. Each of the covenants set forth in this
Article 4 shall survive the Closing and the transfer of the Assets.
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF SELLER
AND STOCKHOLDERS
SECTION 5.1 Seller and each Stockholder, severally (and not
jointly and severally), represent and warrant to Buyer that:
(a) AUTHORITY.
(i) Seller is a corporation duly formed, validly existing
and in good standing under the laws of the State of Texas. The
execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the compliance by Seller and
Stockholders with the terms of this Agreement do not and will not
conflict with or result in a breach of any terms of, or
constitute a default under, the articles of incorporation or
bylaws of Seller, or any instrument or other agreement to which
Seller or any Stockholder is a party or by which Seller or any
Stockholder is bound. This Agreement constitutes a valid
obligation of Seller and Stockholders enforceable against Seller
and each Stockholder in accordance with its terms except as
limited by bankruptcy, insolvency, reorganization or other such
laws concerning the rights of creditors.
(ii) Each Stockholder is competent, under no duress or
legal restraint, and has all necessary authority to enter into
this Agreement, perform his obligations hereunder and consummate
the transactions contemplated hereby.
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(iii) All of the issued and outstanding shares of Seller
are owned of record and beneficially by Stockholders, free and
clear of all liens, security interests and encumbrances
whatsoever.
(b) COMPLIANCE WITH LAW. To the best of Stockholders' and
Seller's knowledge, except as set forth on Schedule 5.1(b), neither
Seller nor any Stockholder is in default under any applicable federal,
state or local laws, statutes, ordinances, permits, licenses, orders,
approvals, variances, rules or regulations or judicial or administrative
decisions ("Applicable Laws") which would have an adverse effect upon
the Assets or the Business and Seller has been granted all licenses,
permits, consents, authorizations and approvals from federal, state and
local government regulatory bodies necessary or desirable to carry on
the Business, all of which are currently in full force and effect. Each
of the Assets complies in all respects with all federal, state and local
laws, statutes, ordinances, permits, licenses, approvals, rules and
regulations applicable thereto.
(c) EQUIPMENT. Listed on Schedule 1.1(a) hereto is a complete and
accurate list of all Equipment used or for use in connection with the
Business. Each piece of Equipment is in operating condition on the date
hereof.
(d) ROLLING STOCK. Listed on Schedule 1.1(b) hereto is a complete
and accurate list of all Rolling Stock. Each motor vehicle, attachment,
accessory and piece of materials handling equipment comprising the
Rolling Stock is in operating condition on the date hereof.
(e) CUSTOMER ACCOUNTS. Listed on Schedule 1.1(d) hereto is a
complete and accurate list of the Customer Accounts as of the date
hereof. Except as set forth on Schedule 1.3, all Customer Accounts are
(and will be immediately following the Closing) in full force and effect
and are valid, binding and enforceable against the respective parties
thereto in accordance with their respective provisions, and Seller is
not in default in, nor has there occurred an event or condition
(including Seller's execution and delivery of or performance under this
Agreement) which with the passage of time or the giving of notice (or
both) would constitute a default, with regard to the payment or
performance of any obligation under any Customer Account; no claim of
such a default has been asserted and there is no reasonable basis upon
which such a claim could validly be made. Neither Seller nor any
Stockholder has received any notice that any person intends or desires
to modify, waive, amend, rescind, release, cancel or terminate any
written Customer Account. By virtue of the grant, conveyance, sale,
transfer and assignment of the written Customer Accounts by Seller to
Buyer hereunder, Buyer shall own and hold all right, title and interest
of Seller in and to the Customer Accounts, without the consent or
approval of any other person or entity.
(f) TITLE TO THE ASSETS. Seller has good and marketable title to
the Assets, free and clear of all liens, encumbrances, security
interests, equities or restrictions whatsoever, except the Assumed
Leases, and, by virtue of the grant, conveyance, sale, transfer, and
assignment of the Assets hereunder, Buyer shall receive good and
marketable title to the
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Assets, free and clear of all liens, lease payments (including lease-end
buy-out payments), encumbrances, security interests, equities or
restrictions whatsoever, except the Assumed Leases. The Assets include
all of the permits, licenses, franchises, consents and other approvals
necessary or desirable to conduct the Business.
(g) TITLE TO REAL PROPERTY. Seller has never owned, leased or
otherwise occupied, had an interest in or operated any real property
other than the Land. Seller has good, valid leasehold title to the Land.
Except as set forth on Schedule 5.1(g):
(i) The Land is, and at all times during operation of the
Business has been, fully licensed, permitted and authorized for
the operation of the Business under all Applicable Laws relating
to the protection of the environment, the Land and the conduct of
the Business thereon (including, without limitation, all zoning
restrictions and land use requirements).
(ii) The Land is usable for its current uses and to the
best of Stockholders' and Seller's knowledge, can be used by
Buyer after the Closing for such uses without violating any
applicable law or private restriction, and such uses are legal
conforming uses. There are no proceedings or amendments pending
and brought by or, to the best of Seller's knowledge, threatened
by, any third party which would result in a change in the
allowable uses of the Land or which would modify the right of
Buyer to use the Land for its current uses after the Closing
Date.
(iii) Stockholders and Company have made available to
Buyer all engineering, geologic and other similar reports,
documentation and maps relating to the Land in the possession or
control of Seller.
(iv) Neither Seller, Stockholders nor the Land now is or
ever has been involved in any litigation or administrative
proceeding seeking to impose fines, penalties or other
liabilities or seeking injunctive relief for violation of any
Applicable Laws relating to the environment.
(v) No third party has a present or future right to
possession of all or any part of the Land except the landlord
under the Real Estate Lease.
(h) LITIGATION. Except as set forth on Schedule 5.1(h) hereof,
there is no claim, litigation, action, suit or proceeding,
administrative or judicial, pending or, to the best of Stockholders' and
Seller's knowledge, threatened against Seller or Stockholder, or
involving the Assets or the Business, at law or in equity, before any
federal, state or local court or regulatory agency, or other
governmental authority. Neither Seller nor any Stockholder has received
any notice of any of the above and no facts or circumstances exist which
would, with the passage of time or giving of notice (or both), give rise
to any of the above.
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(i) EMPLOYEES. Attached as Schedule 5.1(i) hereof is a complete
list of all employees of Seller and their respective rates of
compensation (including a breakdown of the portion thereof attributable
to salary, bonus and other compensation, respectively) as of the date of
Closing. Each employee is an employee at will and there are no
collective bargaining agreements affecting any employee of Seller. Buyer
shall not be obligated to hire any of Seller's employees.
(j) EMPLOYEE RELATIONS AND BENEFIT PLANS. Set forth on Schedule
5.1(j) is an accurate and complete list of all agreements of any kind
between Seller and its employees or group of employees, including,
without limitation, employment agreements, collective bargaining
agreements and benefit plans. Buyer shall not, by the execution and
delivery of this Agreement or otherwise, become obligated to or assume
any liabilities or contractual obligations with respect to any employee
of Seller or otherwise become liable for or obligated in any manner
(contractual or otherwise) to any employee of Seller, including, without
limiting the generality of the foregoing, any liability or obligation
pursuant to any collective bargaining agreement, employment agreement,
or pension, profit sharing or other employee benefit plan (within the
meaning of Section 3(3) of the Employment Retirement Income Security Act
of 1974, as amended) or any other fringe benefit program maintained by
Seller or to which Seller contributes or any liability for the
withdrawal or partial withdrawal from or termination of any such plan or
program by Seller.
(k) FINANCIAL STATEMENTS. Seller has delivered to Buyer copies of
Seller's Statement of Assets, Liabilities and Equity-- Income Tax Basis
as of December 31, 1996 (the "Balance Sheet Date"), and a Statement of
Revenue and Expenses-- Income Tax Basis for the year then ended (the
"Financial Statements"). The Financial Statements are true, complete and
correct and present fairly the financial condition and the results of
the operations of Seller for the period indicated thereon. All reserves
for contingent risks are appropriate and sufficient to cover all costs
reasonably expected to be incurred from such risks. The Financial
Statements are consistent with the books and records of Seller (which
books and records are correct and complete).
(l) TAXES. No federal, state, local or other tax returns or
reports filed by Seller (whether filed prior to, on or after the date
hereof) with respect to the Business or the Assets will result in any
taxes, assessments, fees or other governmental charges upon the Assets
or Buyer, whether as a transferee of the Assets or otherwise. All
federal, state and local taxes due and payable with respect to the
Business or the Assets have been paid, including, without limiting the
generality of the foregoing, all federal, state and local income, sales,
use, franchise, excise and property taxes.
(m) HAZARDOUS MATERIALS. Neither Seller nor Stockholders has ever
generated, transported, stored, handled, recycled, reclaimed, disposed
of, or contracted for the disposal of, hazardous materials, hazardous
wastes, hazardous substances, toxic wastes or substances, infectious or
medical waste, radioactive waste or sewage sludges as those terms are
defined by the Resource Conservation and Recovery Act of 1976; the
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Comprehensive Environmental Response, Compensation and Liability Act of
1980 ("CERCLA"); the Atomic Energy Act of 1954; the Toxic Substances
Control Act; the Occupational Health and Safety Act; any comparable or
similar Texas statute; or the rules and regulations promulgated under
any of the foregoing, as each of the foregoing may have been from time
to time amended (collectively, "Hazardous Materials"). Seller has never
owned, operated, had an interest in, engaged in and/or leased a waste
transfer, recycling, treatment, storage or disposal facility, business
or activity other than the Business. To the best of Stockholders' and
Sellers's knowledge, Seller has obtained and maintained all necessary
trip tickets, signed by the applicable waste generators, and other
records demonstrating the nature of the waste transported in connection
with the Business. To the best of Stockholders' and Seller's knowledge,
no employee, contractor or agent of Seller has, in the course and scope
of employment with Seller, been harmed by exposure to Hazardous
Materials. To the best of Stockholders' and Seller's knowledge, Seller
has no direct or contingent liability or obligation for or in connection
with any claimed release, discharge or leak of any substance onto the
Land or into the environment. Further, no portion of the Land is listed
on the CERCLA list or the National Priorities List of Hazardous Waste
Sites or any similar list maintained by the State of Texas. Attached
hereto as Schedule 5.1(m) is a complete list of the names and addresses
of all disposal sites at any time now or in the past utilized by Seller,
none of which sites is listed on the CERCLA list or the National
Priorities List of Hazardous Waste Sites or any comparable Texas list.
Neither Seller, Stockholders nor the Land is listed as a potentially
responsible party under CERCLA or any comparable or similar Texas
statute; neither Seller nor Stockholders has received any written notice
of such a listing; and neither Seller nor Stockholders knows of any
facts or circumstances which could give rise to such a listing.
(n) GOVERNMENT NOTICES. Seller has delivered to Buyer, a
description and copies, as of the date of this Agreement, of all
notifications, filed or submitted, or required to be filed or submitted,
to governmental agencies and of all material notifications from such
governmental agencies relating to Seller and the Assets or relating to
the discharge or release of materials into the environment or otherwise
relating to the protection of the public health or the environment.
(o) ABSENCE OF PRICE RENEGOTIATION CONTRACTS. Seller is not now
nor has ever been a party to any governmental contracts subject to price
redetermination or renegotiation.
(p) GROSS REVENUES. The gross revenues generated by the Business
for the 12- month period immediately preceding the month in which the
Closing occurs were $657,675.88.
(q) UNDERGROUND STORAGE TANKS. Except for the Land, Seller has
never owned, leased or operated any real estate having any underground
storage tanks containing petroleum products or wastes or other hazardous
substances regulated by 40 CFR 280 and/or other applicable federal,
state or local laws, rules and regulations and requirements.
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Set forth on Schedule 5.1(q) is a list of all above and below ground
tanks located on the Land, each of which are being used and maintained
in accordance with Applicable Laws.
(r) COMPLETENESS OF DISCLOSURE. To the best of Stockholders' and
Seller's knowledge, this Agreement and the Schedules hereto and all
other documents and information furnished to Buyer and its
representatives pursuant hereto do not and will not include any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein not misleading. If Seller or Stockholders
become aware of any fact or circumstance which would change a
representation or warranty of Seller or Stockholders in this Agreement,
the party with such knowledge shall immediately give notice of such fact
or circumstance to Buyer. However, such notification shall not relieve
Seller or Stockholders of their obligations under this Agreement, and at
the sole option of Buyer, the truth and accuracy of any and all
warranties and representations of Seller and Stockholders at the date of
this Agreement shall be a precondition to the consummation of this
transaction, provided that no party shall be entitled to rely on any
representation or warranty provided in this Agreement to the extent such
party has actual knowledge that such representation or warranty is
inaccurate or incorrect.
SECTION 5.2 SURVIVAL. Each of the representations and warranties
set forth in this Article 5 shall survive the Closing hereunder for a period of
one year after the Closing Date; provided, however, that the representations and
warranties in Sections 5.1(a) and 5.1(b) shall survive until the expiration of
the applicable status of limitations; and that the representations and
warranties in Sections 5.1(g) and 5.1(m) shall survive for a period of a three
years after the Closing Date.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT
SECTION 6.1 Buyer and Parent represent and warrant to Seller and
Stockholders that:
(a) CORPORATE ORGANIZATION. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Texas. Parent is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(b) AUTHORIZATION. Buyer and Parent each have all requisite
corporate power and corporate authority to enter into this Agreement,
perform its respective obligations hereunder and consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby and
the compliance by Buyer and Parent with the terms of this Agreement do
not and will not conflict with or result in a breach of any terms of, or
constitute a default under, Buyer's Articles of Incorporation or Bylaws
or any other agreement or instrument to which Buyer or Parent is a party
or by which Buyer or Parent is bound. All necessary corporate action has
been taken by Buyer and Parent with respect to the execution and
delivery of this
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Agreement, and this Agreement constitutes a valid obligation of Buyer
and Parent enforceable in accordance with its terms except as limited by
bankruptcy, insolvency, reorganization or other such laws concerning the
rights of creditors.
SECTION 6.2 SURVIVAL. Each of the representations and warranties
set forth in this Article 6 shall survive the Closing until the expiration of
the applicable statute of limitations.
ARTICLE 7. NON-ASSUMPTION OF LIABILITIES; INDEMNIFICATION
SECTION 7.1 NON-ASSUMPTION OF LIABILITIES. Except as explicitly
set forth in Section 7.2 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 Seller or 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 arising
out of or relating to: (a) any occurrence or circumstance (whether known or
unknown) which occurs or exists on or prior to the 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 the
requirements 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 or Stockholder; (d) the generation,
collection, transportation, storage or disposal by Seller or Stockholders of any
materials, including, without limitation, Hazardous Materials; (e) an agreement
or arrangement between Seller and 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 or any Stockholder contributes or any
contributions, benefits or liabilities therefor or any liability for the
withdrawal or partial withdrawal from or termination of any such plan or program
by Seller or Stockholder; (g) the debts of Seller or Stockholder; (h) any
litigation against Seller or Stockholder, whether or not listed on Schedule
5.1(h); (i) any liability, obligation, cost or expense related to the Excluded
Assets; (j) any liability, obligation cost or expense related to the Land,
including, without limitation, the environmental condition thereof 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. Seller
and Stockholders each agree to indemnify Buyer, its successors and assigns from
and against all of the above liabilities and obligations in accordance with
Section 7.3 below.
SECTION 7.2 ASSUMPTION OF SPECIFIC LIABILITIES. Buyer agrees to
perform all of Seller's contractual obligations related to the Customer Accounts
and the Assumed Leases, to the
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extent, and only to the extent, such obligations first mature and are required
to be performed after the close of business on the Closing Date.
SECTION 7.3 INDEMNIFICATION BY SELLER AND STOCKHOLDERS.
Notwithstanding investigation at any time made by or on behalf of Buyer, Seller
and each Stockholder, severally (and not jointly and severally), agree to
defend, indemnify and hold harmless Buyer, its officers, shareholders,
directors, divisions, subdivisions, affiliates, parent, employees, agents,
successors, assigns and the Assets from and against all losses, claims, actions,
causes of action, damages, liabilities, expenses and other costs of any kind or
amount whatsoever (including, without limitation, reasonable attorneys' fees),
whether equitable or legal, matured or contingent, known or unknown, foreseen or
unforeseen, ordinary or extraordinary, patent or latent, which result, either
before or after the date of this Agreement, from:
(a) inaccuracy in any representation or warranty made by Seller
or Stockholders in this Agreement;
(b) breach of any representation or warranty under this Agreement
by Seller or Stockholder;
(c) failure of Seller or Stockholders duly to perform and observe
any term, provision, covenant, agreement or condition under this
Agreement;
(d) liability of Seller or Stockholders imposed upon Buyer
(including, without limitation, all liability for the generation,
collection, transportation, storage or disposal of any materials,
including, without limitation, Hazardous Materials, whether or not
disclosed on Schedule 5.1(m) hereof);
(e) misrepresentation in or omission from any Schedule to this
Agreement;
(f) failure of Seller or Stockholders to obtain consent to a
Customer Account requiring such consent (including, without limitation,
reimbursement to Buyer of the value of such nonassigned Customer
Account);
(g) liability of Seller or Stockholders imposed upon Buyer as a
result of Seller's failure to comply with the bulk transfer law of
Texas;
(h) liability of Seller or Stockholders resulting from one or
more pending or threatened lawsuits whether or not listed on Schedule
5.1(h);
(i) liability of Seller or any Stockholder to creditors of Seller
or any Stockholder which is imposed on Buyer whether as a result of
bankruptcy proceedings or otherwise and whether as an account payable by
Seller or any Stockholder or as a claim of alleged fraudulent conveyance
or preferential payments within the meaning of the United States
Bankruptcy Code or otherwise; and
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(j) the existence of creditors of Seller which are not disclosed
to Buyer;
(k) any of the matters described in Section 7.1(a)-(k) hereof;
and
(l) any claim by a third party that, if true, would mean that a
condition for indemnification set forth in this Section 7.3 had been
satisfied.
Buyer shall be deemed to have suffered such loss, claim, action, cause of
action, damage, liability, expense or other cost, or to have paid or to have
become obligated to pay any sum on account, of, the matters referred to in
subparagraphs (a) - (l) of this Section 7.3 if the same shall be suffered, paid
or incurred by Buyer or any parent, subsidiary, affiliate, or successor of
Buyer. The amount of the loss, claim, action, cause of action, damage,
liability, expense or other cost deemed to be suffered, paid or incurred by
Buyer shall be an amount equal to the loss, claim, action, cause of action,
damage, liability, expense or other cost suffered, paid or incurred by such
parent, subsidiary, affiliate, or successor.
SECTION 7.4 INDEMNIFICATION BY BUYER AND PARENT. Buyer and
Parent, severally (and not jointly and severally), agree to defend, indemnify
and hold harmless Seller, its officers, shareholders, directors, divisions,
subdivisions, affiliates, employees, agents, successors, assigns from and
against all losses, claims, actions, causes of action, damages, liabilities,
expenses and other costs of any kind or amount whatsoever (including, without
limitation, reasonable attorneys' fees), whether equitable or legal, matured or
contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary,
patent or latent, which result from:
(a) inaccuracy in any representation or warranty made by Buyer or
Parent in this Agreement;
(b) breach of any representation or warranty under this Agreement
by Buyer or Parent;
(c) failure of Buyer or Parent duly to perform and observe any
term, provision, covenant, agreement or condition under this Agreement;
(d) the operation of the Business of Buyer after the Closing,
including, without limitation, the Customer Accounts and the Assumed
Leases; and
(e) any claim by a third party that, if true, would mean that a
condition for indemnification set forth in this Section 7.4 had been
satisfied.
Seller shall be deemed to have suffered such loss, claim, action, cause of
action, damage, liability, expense or other cost, or to have paid or to have
become obligated to pay any sum on account, of, the matters referred to in
subparagraphs (a) - (d) of this Section 7.4 if the same shall be suffered, paid
or incurred by Seller or any subsidiary, affiliate, or successor of Seller. The
amount of the loss, claim, action, cause of action, damage, liability, expense
or other cost deemed to be suffered, paid or incurred by Seller shall be an
amount equal to the loss, claim, action,
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cause of action, damage, liability, expense or other cost suffered, paid or
incurred by such subsidiary, affiliate, or successor.
SECTION 7.5 LIMITATION ON LIABILITY. The indemnification
obligations set forth in this Agreement shall apply only after the aggregate
amount of such obligations exceed $50,000, when combined with the Agreement and
Plan of Reorganization among U S Liquids/EMI Acquisition Corporation, U S
Liquids Inc., Buyer and Stockholders (the "Merger Agreement"), and the Stock
Purchase Agreement among Buyer, U S Liquids Inc., Enviro Waste Type V of Texas,
Inc. and Stockholders (the "Stock Purchase Agreement"), at which time the
indemnification obligations shall be effective as to all amounts, including the
initial $50,000 and shall in no event exceed a maximum of $4,585,000.
SECTION 7.6 PROCEDURE FOR INDEMNIFICATION.
(a) If any third party shall notify a party to this Agreement
(the "Indemnified Party") with respect to any matter (a "Third Party
Claim") that may give rise to a claim for indemnification against any
other party to this Agreement (the "Indemnifying Party") or if any party
who may make a claim for indemnification under this Agreement otherwise
becomes aware of any matter that may give rise to such a claim or wishes
to make such a claim (whether or not related to a Third Party Claim),
then the Indemnified Party shall promptly notify each Indemnifying party
thereof in writing; provided, however, that no delay on the part of the
Indemnified Party in notifying any Indemnifying Party shall relieve the
Indemnifying Party from any obligation hereunder unless (and then solely
to the extent) the Indemnifying Party is thereby prejudiced.
(b) Any Indemnifying Party will have the right to defend the
Indemnified Party against a Third Party Claim with counsel of its choice
satisfactory to the Indemnified Party so long as (i) the Indemnifying
Party notifies the Indemnified Party in writing within a reasonable time
after the Indemnified Party has given notice of the Third Party Claim
that the Indemnifying Party will indemnify the Indemnified Party from
and against the entirety of any adverse consequences (which will
include, without limitation, all losses, claims, liens, and attorneys'
fees and related expenses) the Indemnified Party may suffer resulting
from, arising out of, relating to, in the nature of, or caused by the
Third Party Claim, (ii) the Indemnifying Party provides the Indemnified
Party with evidence acceptable to the Indemnified Party that the
Indemnifying Party will have the financial resources to defend against
the Third Party Claim and fulfill its indemnification obligations
hereunder, (iii) the Third Party Claim involves only monetary damages
and does not seek an injunction or equitable relief or involve the
possibility of criminal penalties, (iv) settlement of, or adverse
judgment with respect to the Third Party Claim is not, in the good faith
judgment of the Indemnified Party, likely to establish a precedential
custom or practice adverse to the continuing business interests of the
Indemnified Party, and (v) the Indemnifying Party conducts the defense
of the Third Party Claim actively and diligently.
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(c) So long as the Indemnifying Party is conducting the defense
of the Third Party Claim in accordance with Section 7.6(b) above, (i)
the Indemnified Party may retain separate co-counsel at its sole cost
and expense and participate in the defense of the Third Party Claim,
(ii) the Indemnified Party will not consent to the entry of any judgment
or enter into any settlement with respect to the Third Party Claim
without the prior written consent of the Indemnifying Party (which will
not be unreasonably withheld) and (iii) the Indemnifying Party will not
consent to the entry of any judgment or enter into any settlement with
respect to the Third Party Claim without the prior written consent of
the Indemnified Party (which will not be unreasonably withheld).
(d) In the event or to the extent that any of the conditions set
forth in Section 7.6(b) above is or becomes unsatisfied, however, (i)
the Indemnified Party may defend against, and consent to the entry of
any judgment or enter into any settlement with respect to, the Third
Party Claim and any matter it may deem appropriate in its sole
discretion and the Indemnified Party need not consult with, or obtain
any consent from, any Indemnifying Party in connection therewith (but
will keep the Indemnifying Party reasonably informed regarding the
progress and anticipated cost thereof), (ii) the Indemnifying Party will
reimburse the Indemnified Party promptly and periodically for the cost
of defending against the Third Party Claim (including attorneys' fees
and expenses) and (iii) the Indemnifying Party will remain responsible
for any adverse consequences the Indemnified Party may suffer resulting
from, arising out of, relating to, in the nature of, or caused by the
Third Party Claim to the fullest extent provided in this Article 7; and
(iv) the Indemnifying Party shall be deemed to have waived any claim
that its indemnification obligation should be reduced because of the
manner in which the counsel for the Indemnified Party handled the Third
Party Claim.
ARTICLE 8. GENERAL
SECTION 8.1 FURTHER ASSURANCE. From time to time after the
Closing, Seller and Stockholders will, without further consideration, but
without incurring any cost or expense, execute and deliver such other
instruments of conveyance and transfer, and take such other action as Buyer
reasonably may request to more effectively convey and transfer to and vest in
Buyer and to put Buyer in possession of the Assets to be transferred hereunder,
and in the case of contracts and rights, if any, which cannot be transferred
effectively without the consents of third parties, to endeavor to obtain such
consents promptly, and if any be unobtainable, to use their reasonable efforts
to provide Buyer with the benefits thereof in some other manner. Seller and
Stockholders will cooperate and use its reasonable efforts, but without
incurring any cost or expense, to have the present officers, directors and
employees of Seller cooperate with Buyer on and after the Closing in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings, arrangements or disputes of any nature with respect to
matters pertaining to all periods prior to the Closing.
SECTION 8.2 JOINT AND SEVERAL OBLIGATIONS. All representations,
warranties and agreements of Seller or Stockholders under this Agreement, the
Schedules and the transactions
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contemplated hereby shall be joint and several. All representations, warranties
and agreements of Parent and Buyer under this Agreement shall be joint and
several.
SECTION 8.3 WAIVER. Except as otherwise provided herein, no delay
of or omission in the exercise of any right, power or remedy accruing to any
party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be
construed as a waiver of or acquiescence in any such breach or default, or of or
in any similar breach or default occurring later; not shall any waiver of any
single breach or default be deemed a waiver of any other breach of default
occurring before or after that waiver.
SECTION 8.4 TIME OF THE ESSENCE. Time is of the essence of this
Agreement.
SECTION 8.5 NOTICE. All notices or communications required or
permitted under this Agreement shall be given in writing and served either by
personal delivery, overnight courier or by deposit in the United States mail and
sent by first class registered or certified mail, return receipt requested,
postage prepaid:
If to Seller or Stockholder:
Enviro-Plumbing, Inc.
0000 X. 0xx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
with copies to:
Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxxxxx Xxx
Xxxxxx, XX 00000
and
Xxxx X. Xxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
and
Xxxxxxx Xxx, Esq.
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
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If to Buyer:
U S Liquids Inc.
000 X. Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, XX 00000
ATTN: W. Xxxxxxx Xxx
with a copy to:
U S Liquids Inc.
000 X. Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, XX 00000
ATTN: Xxxxx Xxxxxx
with a copy to:
Xxxxxx X. Xxxxxxx, Esq.
Xxxxx & Xxxxxxxxx LLP
3200 National City Center
0000 X. 0xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Notice shall be deemed given and effective the day personally delivered (if
delivered during normal business hours on a business day, or on the next
business day if not so delivered), the day after being sent by overnight
courier, subject to signature verification, and three days after deposit in the
U.S. mail as provided above, or when actually received, if earlier. Either party
may change the address for notices or communications to be given to it by
written notice to the other party given as provided in this Section.
SECTION 8.6 ENTIRE AGREEMENT. This Agreement, the Schedules
hereto and the other agreements referred to herein constitute the entire
agreement and understanding of the parties with respect to the subject matter
hereof, and supersede all prior and contemporaneous agreements and
understandings, oral or written, relative to said subject matter.
SECTION 8.7 BINDING EFFECT; ASSIGNMENT. This Agreement and the
various rights and obligations arising hereunder shall inure to the benefit of
and be binding upon the parties hereto and their respective executors,
administrators, heirs, legal representatives, successors and permitted assigns.
Seller shall have no right to assign this Agreement or any of their respective
rights hereunder. Buyer may assign this Agreement without consent by Seller;
provided, however, that the assignee under such assignment shall agree to assume
the obligations of the assignor under this Agreement. It is further understood
and agreed that Buyer may be merged or consolidated with another entity and that
any such entity shall automatically succeed to the rights, powers and duties of
Buyer hereunder.
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SECTION 8.8 EXPENSES OF TRANSACTION. Seller shall pay all costs
and expenses incurred by Seller or Stockholders in connection with this
Agreement and the transactions contemplated hereby and thereby, including,
without limitation, the fees and expenses of Seller's attorneys and accountants
and will make all necessary arrangements so that the Assets will not be charged
with or diminished by any such cost or expense. Buyer shall pay all costs and
expenses incurred by it in connection with this Agreement and the transactions
contemplated hereby and thereby, including without limitation, the fees and
expenses of its attorneys and accountants.
SECTION 8.9 BROKER'S COMMISSION. Seller and Stockholders
represent and warrant to Buyer and Buyer represents and warrants to Seller and
Stockholders that the warranting party has had no dealing with any dealer,
broker or agent so as to entitle such dealer, broker or agent to a commission or
fee in connection with the sale of the Assets to Buyer. If for any reason any
commission or fee shall become due, the party dealing with such dealer, broker
or agent shall pay such commission or fee and agrees to indemnify and save the
other party harmless from all claims for such commission or fee and from all
attorneys' fees, litigation costs and other expense relating to such claim.
SECTION 8.10 MODIFICATION; REMEDIES CUMULATIVE. This Agreement
may not be changed, amended, terminated, augmented, rescinded or otherwise
altered, in whole or in part, except by a writing executed by all of the parties
hereto. No right, remedy or election given by any term of this Agreement shall
be deemed exclusive but each shall be cumulative with all other rights, remedies
and elections available at law or in equity.
SECTION 8.11 SEVERABILITY. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, it shall, to the extent
possible, be modified in such manner as to be valid, legal and enforceable but
so as to most nearly retain the intent of the parties. If such modification is
not possible, such provision shall be severed from this Agreement. In either
case the validity, legality and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.
SECTION 8.12 GOVERNING LAW. This Agreement shall in all respects
be governed by and construed in accordance with the internal laws of the State
of Texas, without giving effect to any choice or conflict of law provision or
rule (whether of the State of Texas or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Texas.
SECTION 8.13 COSTS OF LITIGATION.
(a) If Parent fails to make a required payment when due under the
terms of this Agreement, then Parent shall pay to Seller interest on the
amount due at the rate of 18% per annum from the date the payment was
due until the date paid.
(b) Parent shall not be in default of its obligations to make the
payment pursuant to Section 2.1(B) hereof until and unless Seller shall
have: (i) delivered a written notice
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to Parent demanding payment and a period of 45 days shall have expired
after Parent's receipt of such notice; and (ii) delivered a second
written notice to Parent two weeks prior to the expiration of such 45
day period. Upon default in accordance with the previous sentence,
Parent shall pay to Seller, on demand, the additional sum of $218,500
(as interest at the rate of eighteen percent (18%) per annum on the
$950,000 portion of the Purchase Price which was deferred plus a five
percent (5%) late payment penalty), together with any other amounts due
under this Section 8.13.
(c) Additionally, Parent shall not be in default of its
obligations to make the payment pursuant to Section 2.1(B) hereof and
shall not have to pay any amounts under 8.13 (b) hereof in the event
that on the date such payment is due and payable, there is pending
litigation related to that certain Executory Agreement between Austin
Liquids Disposal Co., Inc. ("ALD"), and Enviro-Waste Management, Inc.,
dated July 1, 1996 (the "Executory Agreement"). After such litigation is
resolved or Parent receives a written release from ALD to Parent in a
form satisfactory to Parent releasing Parent, Buyer and their affiliates
(the "Resolution Date"), Parent shall then make any payment due under
Section 2.1(B) hereof, less any amounts set off pursuant to Section 11.5
of the Agreement and Plan of Reorganization among U S Liquids/EMI
Acquisition Corporation, Parent, Buyer and Stockholders dated of even
date herewith (the "Merger Agreement"). The terms of Section 8.13(b)
(including the required notice provisions) shall apply to any failure to
make payment on the Resolution Date. Parent shall also pay to
Stockholders interest on such payment from January 16, 1999, at the
current rate of interest at which Parent is able to borrow funds plus
two percent (2%) payable monthly in arrears commencing March 1, 1999.
(d) In any litigation brought by a party over the terms of this
Agreement, including, without limitation, failure to make required
payments, the prevailing party shall be entitled to receive, as part of
its damages, all of its costs and expenses of such litigation,
including, without limitation, attorney's fees and expenses,
investigation costs and court costs.
SECTION 8.14 SIMULTANEOUS CLOSINGS. The closings under the
Merger Agreement and that certain Stock Purchase Agreement among Buyer, Parent,
Enviro-Waste Type V of Texas, Inc. and Stockholders shall occur
contemporaneously with the Closing hereunder.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
BUYER:
ENVIRONMENT MANAGEMENT, INC.
By: __________________________
Its: __________________________
SELLER:
ENVIRO PLUMBING, INC.
(EIN: 00-0000000)
By: __________________________
Its: __________________________
STOCKHOLDERS:
_________________________________
Xxxxxxx Xxxxxxx
(SSN: ###-##-####)
_________________________________
Xxxx Xxxxxx
(SSN: ###-##-####)
The undersigned, U S Liquids Inc., has read the foregoing
document and agrees to be bound by the provisions related to it.
U S LIQUIDS INC.
By: ___________________________
Its: __________________________
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LIST OF SCHEDULES
Schedule 1.1(a) -- Equipment
Schedule 1.1(b) -- Rolling Stock
Schedule 1.1(d) -- Customer Accounts and Related Approvals
Schedule 1.1(g) -- Permits
Schedule 1.1(h) -- Assumed Leases
Schedule 1.3 -- Customer Accounts Requiring Consent to Assignment
Schedule 1.4 -- Accounts Receivable
Schedule 5.1(b) -- Compliance with Law
Schedule 5.1(g) -- Real Property Disclosure
Schedule 5.1(h) -- Litigation
Schedule 5.1(i) -- Employees
Schedule 5.1(j) -- Employee Agreements
Schedule 5.1(m) -- List of Disposal Sites
Schedule 5.1(q) -- List of Storage Tanks
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