EXHIBIT 10.29
SECURITIES PURCHASE AGREEMENT
BY AND AMONG
WCA WASTE CORPORATION
TRANSIT WASTE, LLC
WCA MANAGEMENT COMPANY, L.P.
WASTE CORPORATION OF AMERICA, LLC
FEBRUARY 10, 2006
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as
of February 10, 2006, by and among WCA Waste Corporation, a Delaware corporation
("Buyer"), WCA Management Company, L.P., a Delaware limited partnership and an
indirect wholly owned subsidiary of Buyer ("WCA Management"), Waste Corporation
of America, LLC, a Delaware limited liability company ("Seller"), and Transit
Waste, LLC, a New Mexico limited liability company and wholly owned subsidiary
of the Seller (the "Company").
W I T N E S S E T H:
WHEREAS, Seller desires that Buyer acquire all of the issued and
outstanding membership interests of the Company, free and clear of all Liens;
WHEREAS, Buyer desires to acquire such membership interests of
the Company;
WHEREAS, concurrent with the execution of this Agreement, the
Seller and the Buyer agree to amend the Reorganization Agreement, dated as of
May 10, 2004, by and among Seller (formerly known as Waste Corporation of
America, Inc.), Buyer, WCA Holdings Corporation and WCA Merger Corporation (the
"Reorganization Agreement"), to reduce the scope of the noncompetition agreement
contained therein;
WHEREAS, the Seller and WCA Management agree to amend the
Administrative Services Agreement dated May 20, 2004, by and among the Buyer,
the Seller, WCA Management, Waste Corporation of Central Florida, Inc., the
Company and Waste Corporation of Florida, Inc. (the "Administrative Services
Agreement") to reduce the amount of the monthly fee payable pursuant to Section
5.1 thereof;
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
THE PURCHASE
Section 1.1 Closing. The closing of the transactions contemplated
hereby (the "Closing") shall take place at 10:00 a.m. (local time) on February
10, 2006, at the offices of the Buyer at Xxx Xxxxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000, unless another time, date or place is agreed to in writing by the
parties hereto. The date on which the Closing occurs is referred to herein as
the "Closing Date".
Section 1.2 Purchase of Interests. Subject to the satisfaction of the
conditions contained herein, at the Closing, the Buyer shall purchase and the
Seller shall sell (the "Purchase") all of the issued and outstanding membership
interests of the Company, however designated (collectively, the "Interests") for
$5,500,000, consisting of the Cash Purchase Price (as defined below) and the
Outstanding Debt (as defined below) assumed by operation of law.
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The "Cash Purchase Price" shall consist of an amount of cash equal to the
difference between $5,500,000 and the amount of Outstanding Debt. The Cash
Purchase Price shall be payable to the Seller at the Closing in the manner
provided in Section 5.3. The amount of the Company's debt outstanding for
purposes of determining the Cash Purchase Price (the "Outstanding Debt") shall
be determined effective as of February 1, 2006 in accordance with Schedule A
attached hereto and incorporated herein.
Section 1.3 Additional Agreements. Subject to the terms and conditions
of this Agreement, each of the parties hereto will use its best efforts to do,
or cause to be taken all action and to do, or cause to be done, all things
necessary, proper, or advisable to consummate and make effective the
transactions contemplated by this Agreement. If at any time after the Closing
Date, any further action is necessary or desirable to carry out the purposes of
this Agreement, the parties to this Agreement and their duly authorized
representatives shall take all such action at the Company's sole cost and
expense.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER
The Company and the Seller represent and warrant to Buyer as
follows:
Section 2.1 Organization and Qualification; Subsidiaries.
(a) Each of the Company and the Seller is duly organized, validly
existing and in good standing under the laws of its incorporation or
organization, as applicable. Each of the Company and the Seller has the
requisite power and authority necessary to own, lease and operate its properties
and to carry on its businesses as presently conducted.
(b) The Seller owns all of the outstanding Interests, free and clean of
all Liens. Other than the outstanding Interests, the Company has no equity
securities, or instruments entitling the owner thereof to purchase equity
securities, outstanding.
Section 2.2 Authority. The Seller has all necessary power and authority
to enter into, deliver and perform its obligations pursuant to this Agreement
and to consummate the transactions contemplated hereby. The Company has all
necessary power and authority to enter into, deliver and perform its obligations
pursuant to this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of the Company and the Seller and
no other corporate proceeding on the part of the Company or the Seller is
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by the Company and the Seller and constitutes a valid and binding
obligation of the Company and the Seller, enforceable against each in accordance
with its terms, except as such enforceability may be limited by (i) applicable
insolvency, bankruptcy, reorganization, moratorium or other similar laws
affecting creditors' rights generally, and (ii) applicable equitable principles
(whether considered in a proceeding at law or in equity).
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Section 2.3 Intercompany Receivables/Payables. Immediately prior to the
Closing Date, (x) the Company will not owe any amounts to the Seller and (y) the
Seller will not owe any amounts to the Company. Between the execution of this
Agreement and the Closing Date, the Seller and the Company will take all such
action is necessary to ensure that this representation and warranty is true and
correct as of the Closing Date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Company and the Seller:
Section 3.1 Organization. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite power and authority to carry on its
businesses as now being conducted, except where the failure to have such power
or authority would not be reasonably expected to prevent or materially delay the
consummation of the Closing.
Section 3.2 Authority. Buyer has all necessary power and authority to
enter into, deliver and perform its obligations pursuant to this Agreement and
to consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer and no other corporate proceeding on the part of Buyer is
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby (other than the consent of the independent directors of the
Buyer). This Agreement has been duly and validly executed and delivered by Buyer
and constitutes a valid and binding obligation of Buyer, enforceable against
Buyer in accordance with its terms, except as such enforceability may be limited
by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other
similar laws affecting creditors' rights generally, and (ii) applicable
equitable principles (whether considered in a proceeding at law or in equity).
Section 3.3 Public Filings. The Buyer has made all filings with the
Securities and Exchange Commission required by the Securities Exchange Act of
1934, and such filings, did not contain any material misstatement or omission of
a material fact.
ARTICLE IV
COVENANTS
Section 4.1 Conduct of Businesses Prior to the Closing Date. Except as
expressly provided in this Agreement, during the period from the date of this
Agreement until the Closing Date or the earlier termination of this Agreement,
the Company shall conduct its business and operations in the ordinary course of
business consistent with past custom and practice, including with respect to
quantity and frequency ("Ordinary Course of Business"), and the Company shall
use its reasonable best efforts to preserve substantially intact its business
organization, to keep available the services of its present officers and key
employees and to preserve the present
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commercial relationships with key Persons with whom it does business. Without
limiting the generality of the foregoing, and except as expressly permitted by
any other provision of this Agreement, between the date of this Agreement and
the Closing Date or the earlier termination of this Agreement, the Company shall
not (unless in each case as required by applicable laws, rules, orders,
judgments, decrees, ordinances or regulations applicable to the Company)
directly or indirectly, take or agree to take any of the following actions
without the prior written consent of Buyer:
(a) authorize or effect any change in its articles of organization or
operating agreement;
(b) grant any options, warrants, or other rights to purchase or obtain
any of its Interests or issue, sell, or otherwise dispose of any of its
Interests;
(c) declare, set aside or pay any dividend or distribution with respect
to the Interests, or redeem, repurchase, or otherwise acquire any Interests;
(d) issue any note, bond, or other debt security or create, incur,
assume, or guarantee any indebtedness for borrowed money or capitalized lease
obligation outside the Ordinary Course of Business;
(e) impose any Lien upon any of its assets outside the Ordinary Course
of Business or secure indebtedness or obligations not otherwise secured as of
the date hereof;
(f) make any capital investment in, make any loan to, or acquire the
securities or assets of any other Person;
(g) except as may be required by contractual commitments or corporate
policies with respect to severance or termination pay in existence on the date
of this Agreement: (i) increase the compensation or benefits payable or to
become payable to its managers, officers or employees (except for increases in
accordance with past practices in salaries or wages of employees (but not
executive officers) of the Company which are not across-the-board increases);
(ii) grant any rights to severance or termination pay to, or enter into any
employment or severance agreement with, any manager, officer or other employee
of the Company, or establish, adopt, enter into or amend any collective
bargaining, bonus, profit sharing, thrift, compensation, stock option,
restricted stock, pension, retirement, deferred compensation, employment,
termination, severance or other plan, agreement, trust, fund, policy or
arrangement for the benefit of any manager, officer or employee of the Company,
except to the extent required by applicable laws, rules, orders, judgments,
decrees, ordinances or regulations or the terms of a collective bargaining
agreement in existence on the date of this Agreement; or (iii) take any
affirmative action to amend or waive any performance or vesting criteria or
accelerate vesting, exercisability or funding under any Company benefit plan;
(h) (i) prepay any indebtedness for borrowed money, (ii) pay, discharge
or satisfy any claims, liabilities or obligations (absolute, accrued, contingent
or otherwise), except in the Ordinary Course of Business and in accordance with
their terms, (iii) accelerate or delay collection of notes or accounts
receivable in advance of or beyond their regular due dates or the dates when the
same would have been collected in the Ordinary Course of Business, or (iv) delay
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or accelerate payment of any account payable in advance of its due date or the
date such liability would have been paid in the Ordinary Course of Business;
(i) waive, release, assign, settle or compromise any claims, or any
litigation or arbitration;
(j) make any change in accounting policies or procedures, except as
required by GAAP or by a Governmental Entity;
(k) make or change any election in respect of Taxes, adopt or change
any material accounting method in respect of Taxes, enter into any tax
allocation agreement, tax sharing agreement, tax indemnity agreement or closing
agreement, settle or compromise any claim, notice, audit report or assessment in
respect of Taxes, or consent to any extension or waiver of the limitation period
applicable to any claim or assessment in respect of Taxes;
(l) modify, amend or terminate, or waive, release or assign any rights
or claims with respect to any confidentiality or standstill agreement to which
the Company is a party;
(m) write up, write down or write off the book value of any assets,
individually, except for depreciation and amortization and impairment charges in
accordance with GAAP consistently applied;
(n) take any action that is intended or would reasonably be expected to
result in any of the conditions set forth in Section 5.1 or Section 5.2 not
being satisfied;
(o) make or authorize any capital expenditure outside of the Ordinary
Course of Business;
(p) hire full time or temporary employees outside of the Ordinary
Course of Business;
(q) terminate, cancel or agree to any material change in any material
contract other than in the Ordinary Course of Business; or
(r) commit to do any of the foregoing.
Section 4.2 Reasonable Best Efforts. Subject to the terms and
conditions herein, each of Buyer, Seller and the Company shall use its
respective reasonable best efforts to take, or to cause to be taken, all action
and to do, or cause to be done, all things necessary, proper or advisable, and
to cooperate with the other parties hereto, to consummate and make effective the
transactions contemplated by this Agreement, including, without limitation, the
Purchase, as soon as practicable (including satisfaction, but not waiver, of the
conditions to the obligations of the parties hereto to consummate the Purchase
set forth in Article V). Each party hereto shall give any notices to, make any
filings with, and use its reasonable best efforts to obtain any authorizations,
consents, and approvals of Governmental Entities or other Persons required for
the consummation of the transactions contemplated by this Agreement.
Section 4.3 Notification of Certain Matters. Each party hereto shall
give prompt notice to the other party hereto if any of the following occur after
the date of this Agreement: (a)
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receipt of any notice or other communication in writing from any Person alleging
that the consent or approval of such third party is or may be required in
connection with the transactions contemplated by this Agreement; (b) receipt of
any notice or other communication from any Governmental Entity or any securities
market or securities regulator in connection with the transactions contemplated
by this Agreement; or (c) the occurrence of an event which would or would be
reasonably likely in the future to (i) prevent or delay the consummation of the
Purchase or (ii) cause any condition to the obligations of any party hereto to
consummate the Purchase to be unsatisfied.
Section 4.4 Access to Information. From the date hereof until the
Closing Date or the earlier termination of this Agreement, upon reasonable
notice and subject to applicable laws relating to the exchange of information,
the Company shall afford to the officers, employees, accountants, counsel and
other representatives of Buyer, during normal business hours in a manner so as
not to have interfered with the normal business operations of the Company,
reasonable access to all its properties, books, contracts, commitments and
records, and to its officers, employees, accountants, counsel and other
representatives.
Section 4.5 Publicity. None of the Company, Buyer or Seller shall issue
or cause the publication of any press release or other announcement with respect
to this Agreement or the transactions contemplated hereby without the prior
consultation of the other parties hereto, except as may be required by law or by
any listing agreement with a national securities exchange as determined in the
good faith judgment of the party hereto wanting to make such release. The
Company shall file a Current Report on Form 8-K with the SEC attaching this
Agreement as an exhibit thereto promptly following the execution hereof.
Section 4.6 Modification of Non-Compete. Effective upon the execution
of this Agreement, the Seller and the Buyer hereby agree that Section 3.1 of the
Reorganization Agreement is hereby amended to delete the references to Colorado
and New Mexico in such Section 3.1.
Section 4.7 Administrative Services Agreement. WCA Management and the
Seller hereby agree that the Administrative Services Agreement is hereby amended
to reduce the Monthly Fee payable by the Seller pursuant to Section 5.1
thereunder by $10,000 per month, effective as of March 1, 2006.
ARTICLE V
CONDITIONS TO THE CLOSING
Section 5.1 Conditions to Each Party's Obligation To Effect the
Purchase. The respective obligation of each party hereto to effect the Purchase
shall be subject to the satisfaction on or prior to the Closing Date of each of
the following conditions:
(a) Statutes and Injunctions. No statute, rule, regulation, judgment,
order or injunction shall have been promulgated, entered, enforced, enacted or
issued or be applicable to the Purchase by any Governmental Entity which
prohibits, restrains, or makes illegal the consummation of the Purchase.
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(b) Governmental Consents. All governmental consents, orders, approvals
and waiting periods required for the consummation of the Purchase and the other
transactions contemplated hereby shall have been obtained and shall be in
effect, or, with respect to waiting periods, shall have expired or been
terminated, at the Closing Date.
Section 5.2 Conditions to Obligations of Buyer to Effect the Purchase.
The obligations of Buyer to effect the Purchase are subject to the satisfaction
on or prior to the Closing Date of the following conditions (which may be waived
in whole or in part by Buyer):
(a) Representations and Warranties. The representations and warranties
of the Company and the Seller set forth in this Agreement shall be true and
correct as of the Closing Date.
(b) Performance. The Company and the Seller shall have performed and
complied with its covenants and agreements hereunder in all material respects
through the Closing.
(c) Approval. The independent directors of the Buyer's audit committee
shall have approved this Agreement and the Purchase.
(d) Fairness Opinion. The independent directors of the Buyer's audit
committee shall have received a fairness opinion regarding the Purchase
acceptable to such independent directors in their sole discretion.
Section 5.3 Conditions to Obligations of the Company to Effect the
Purchase. The obligation of the Company and Seller to effect the Purchase is
subject to the satisfaction on or prior to the Closing Date of the following
conditions (which may be waived in whole or in part by the Company and Seller):
(a) Representations and Warranties. The representations and warranties
of Buyer set forth in this Agreement shall be true and correct as of the Closing
Date.
(b) Performance. Buyer shall have each performed and complied with its
covenants and agreements hereunder in all material respects through the Closing.
(c) Approval. The Company's sole member shall have approved this
Agreement.
(d) Purchase Price. The Seller shall have received the Cash Purchase
Price owed to it hereunder against delivery of its certificates representing
Interests along with appropriate stock powers executed in blank.
Section 5.4 Frustration of Closing Conditions. None of Buyer, Seller or
the Company may rely on the failure of any condition to its obligation to
consummate the Purchase set forth in Section 5.1, 5.2 or 5.3, as the case may
be, to be satisfied if such failure was caused by such party's failure to use
its reasonable efforts to consummate the Purchase and the other transactions
contemplated by this Agreement.
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ARTICLE VI
TERMINATION
Section 6.1 Termination. Notwithstanding anything herein to the
contrary, this Agreement may be terminated and abandoned at any time prior to
the Closing Date:
(a) by the mutual written consent of the Seller and Buyer; or
(b) by either of the Seller or Buyer:
(i) if any Governmental Entity shall have issued an order,
decree or ruling or taken any other action in each case permanently
restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement and such order, decree, ruling or other
action shall have become final and non-appealable; or
(ii) if the Closing Date shall not have occurred on or before
February 17, 2006 (the "Outside Date"); provided, however, that, a
party hereto may not terminate the Agreement pursuant to this Section
6.1(b)(ii) if its failure to perform any of its obligations under this
Agreement results in the failure of the Closing Date to occur by such
time; or
(c) by the Seller:
(i) if (A) the representations and warranties of the Buyer set
forth in this Agreement shall not be true and correct such that the
condition set forth in Section 5.3(a) would not be satisfied as of the
Closing Date, and (B) the inaccuracy has continued without cure for a
period of twenty (20) calendar days after the Seller has delivered
written notice of the inaccuracy to Buyer; or
(ii) if (A) Buyer shall have breached or failed to perform or
comply with any covenant or agreement set forth in this Agreement such
that the condition set forth in Section 5.3(b) would not be satisfied,
and (B) the breach or failure has continued without cure for a period
of twenty (20) calendar days after the Seller has delivered written
notice of the breach or breaches to Buyer;
(d) by Buyer:
(i) if (A) the representations and warranties of the Company
or Seller set forth in this Agreement shall not be true and correct
such that the condition set forth in Section 5.2(a) would not be
satisfied as of the Closing Date, and (B) the inaccuracy has continued
without cure for a period of twenty (20) calendar days after Buyer has
delivered written notice of the inaccuracy to the Seller; or
(ii) if (A) the Company or Seller shall have breached or
failed to perform or comply with any covenant or agreement set forth in
this Agreement such that the condition set forth in Section 5.2(b)
would not be satisfied, and (B) the breach or failure
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has continued without cure for a period of twenty (20) calendar days
after Buyer has delivered written notice of the breach or breaches to
the Seller.
Section 6.2 Effect of Termination. In the event of the termination of
this Agreement as provided in Section 7.1, written notice thereof shall
forthwith be given to the other party or parties hereto specifying the provision
hereof pursuant to which such termination is made, and this Agreement (other
than Sections 4.6, 6.1, 7.2 and this Section 6.2) shall forthwith become null
and void, and there shall be no liability on the part of Buyer or the Seller,
except as provided in this Section 6.2; provided, however, that nothing in this
Section 6.2 shall relieve any party hereto from liability for any breach
(occurring prior to any such termination) of any of the representations,
warranties, covenants or agreements set forth in this Agreement.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Nonsurvival of Representations and Warranties. None of the
representations and warranties in this Agreement or in any Schedule, instrument
or other document delivered pursuant to this Agreement shall survive the Closing
Date. This Section 7.1 shall not limit any covenant or agreement of the parties
hereto which by its terms contemplates performance after the Closing Date.
Section 7.2 Fees and Expenses. All fees and expenses incurred by or on
behalf of either party hereto in connection with this Agreement and the
transactions contemplated by this Agreement, including, without limitation, the
fees and disbursements of counsel, financial advisors and accountants, shall be
paid by the party hereto incurring such fees and expenses.
Section 7.3 Amendment. This Agreement may be amended, modified or
supplemented only by a written agreement of the parties hereto executed and
delivered by duly authorized officers of each of the parties hereto.
Section 7.4 Extension; Waiver. At any time prior to the Closing Date,
the parties hereto may (a) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties contained in this Agreement
or in any document delivered pursuant to this Agreement or (c) waive compliance
with any of the agreements or conditions contained in this Agreement. Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such
party. The failure of any party hereto to assert any of its rights under this
Agreement or otherwise shall not constitute a waiver of such rights.
Section 7.5 Definitions. For purposes of this Agreement:
"Business Day" shall mean any day on which commercial banks are open
for business in Houston, Texas other than a Saturday, Sunday or a day observed
as a commercial bank holiday in Houston, Texas under the laws of the State of
Texas or the federal laws of the United States of America.
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"Governmental Entity" shall mean any court, tribunal arbitrator or
mediator or any administrative, governmental or regulatory body, agency or
authority.
"Lien" means any mortgage, pledge, security interest, right of first
refusal, option, encumbrance, lien or charge of any kind (including any
conditional sale or other title retention agreement or lease in the nature
thereof).
"Person" means any individual, corporation, limited liability company,
partnership, association, trust or unincorporated organization or any other
entity, organization or group, including, without limitation, any Governmental
Entity.
Section 7.6 Assignment. This Agreement shall not be assigned by any
party hereto without the prior written consent of the other parties.
Section 7.7 Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof. No party has made,
and no party is relying upon, any representation or warranty, express or
implied, other than those specifically set forth in this Agreement or in the
documents and certificates delivered pursuant to this Agreement.
Section 7.8 Headings. The descriptive headings used herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
Section 7.9 Counterparts; Facsimile Signatures. This Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same agreement. This
Agreement or any counterpart may be executed and delivered by facsimile copies,
each of which shall be deemed an original.
Section 7.10 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by cable,
telegram, facsimile or telex, or by registered or certified mail (postage
prepaid, return receipt requested) or by an overnight courier service to the
other party at the following addresses (or at such other address for a party as
shall be specified by like notice):
(a) if to Buyer, to:
WCA Waste Corporation
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, President
with a copy to: Xxxxx & Ketchand
0 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxx
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(b) if to the Company or Seller, to:
Waste Corporation of America, LLC
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
with a copy (which shall not constitute notice to the Company) to:
Xxxxxxx & Xxxxxx, P.C.
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxx X. X'Xxxxx
Section 7.11 Parties in Interest; No Third Party Beneficiaries; Joint
and Several Obligations. This Agreement shall be binding upon and inure solely
to the benefit of each party and its successors and permitted assigns and
nothing in this Agreement, express or implied, is intended to or shall confer
upon any other Person any rights, benefits or remedies of any nature whatsoever
under or by reason of this Agreement.
Section 7.12 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void, unenforceable or against its regulatory
policy, all other terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, so long as the economic and legal substance of the
transactions contemplated hereby, taken as a whole, are not affected in a manner
materially adverse to any party hereto.
Section 7.13 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to any choice of law or conflict of law principles thereof or of any
jurisdiction that would cause the application of the law of any jurisdiction
other than the State of Texas.
Section 7.14 Submission to Jurisdiction. Each of the parties hereto
hereby irrevocably and unconditionally consents to submit to the exclusive
jurisdiction of the courts of the State of Texas and of the United States of
America, in each case located in Xxxxxx County, for any litigation arising out
of or relating to this Agreement or the transactions contemplated hereby (and
agrees not to commence any litigation relating hereto or thereto except in such
courts), and further agrees that service of any process, summons, notice or
document by U.S. registered mail to its respective address set forth in this
Agreement shall be effective service of process for any litigation brought
against it in any such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any litigation
arising out of this Agreement or the transactions contemplated hereby in the
courts of the State of Texas or the United States of America, in each case
located in Xxxxxx County, hereby further irrevocably and
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unconditionally waives and agrees not to plead or claim in any such court that
any such litigation brought in any such court has been brought in an
inconvenient forum.
Section 7.15 Specific Performance; Enforcement. The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the State
of Texas or of the United States located in the State of Texas in the event any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement, and each party will not attempt to deny or defeat personal
jurisdiction or venue in any such court by motion or other request for leave
from any such court, this being in addition to any other remedy to which they
are entitled at law or in equity.
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IN WITNESS WHEREOF, Buyer, WCA Management, Seller and the
Company have caused this Agreement to be signed by their respective officers
thereunto duly authorized as of the date first written above.
WCA WASTE CORPORATION
By:
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Xxxxxx X. Xxxxxxx, Xx., Vice President
WCA MANAGEMENT COMPANY, L.P.
By: WCA MANAGEMENT GENERAL, INC.,
ITS GENERAL PARTNER
By:
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Xxxxxx X. Xxxxxxx, Xx., Vice President
WASTE CORPORATION OF AMERICA, LLC
By:
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Xxxxxxx X. Xxxxxx
Title:
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TRANSIT WASTE, LLC
By: WASTE CORPORATION OF AMERICA, LLC,
MEMBER
By:
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Xxxxxxx X. Xxxxxx
Title:
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