XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT ("Xxxx of
Sale") is made and entered into by XXXXXXXX ACQUISITION CORP., a Delaware
corporation ("Purchaser"), and UNITED WASTE SERVICE, INC., a Georgia corporation
(the "Seller), pursuant to the terms of that certain Asset Purchase Agreement
dated as of September 4, 1998 by and among the Purchaser, XxxxxXxx Technologies,
Inc. and the Seller (the "Agreement"). Capitalized terms used herein which are
defined in the Agreement shall have the meanings assigned to them therein unless
otherwise defined herein.
1. For good and valuable consideration, receipt of which is hereby
acknowledged, Seller does hereby sell, convey, transfer, assign and deliver to
Purchaser, and its successors and assigns, free and clear of any liens, the
Purchased Assets.
2. Purchaser does hereby accept the foregoing sale, conveyance,
transfer, assignment and delivery of the Purchased Assets and does hereby assume
and agree to pay, perform and discharge, when lawfully due, the Assumed
Liabilities.
Each of Seller and Purchaser hereby covenants that, from time to
time after delivery of this Xxxx of Sale, at the other's request and without
further consideration, such party shall do, execute, acknowledge and deliver, or
cause to be done, executed, acknowledged and delivered, any and all such further
acts, instruments and other things or writings reasonably requested by the other
party in order to evidence and effectuate the consummation of any of the
transactions contemplated by this Xxxx of Sale.
Notwithstanding anything contained in this Xxxx of Sale to the
contrary, the terms and provisions of the Agreement (including any
representations or warranties of Seller relating to the Purchased Assets) shall
survive the delivery of this Xxxx of Sale as provided in the Agreement. This
Xxxx of Sale shall, in all events, be construed so that none of the Assumed
Liabilities shall be expanded, increased, broadened or enlarged as to rights or
remedies which third parties would have had against Purchaser or Seller had this
Xxxx of Sale not been executed and delivered. This Xxxx of Sale, being further
documentation of the sales, conveyances, transfers, assignments and assumptions
contemplated by the Agreement, neither expands upon nor limits the rights,
benefits, responsibilities, liabilities and obligations of Purchaser and Seller
provided in and under the Agreement.
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IN WITNESS WHEREOF, Seller and Purchaser have caused this Xxxx of
Sale to be executed on September 4, 1998.
XXXXXXXX ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Treasurer
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UNITED WASTE SERVICE, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: Assistant Secretary
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