SHALL NOT HAVE OR BE SUBJECT TO
ANY LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO
BUYER, OR BUYER'S USE OF OR RELIANCE ON, ANY INFORMATION, DOCUMENTS OR MATERIAL
MADE AVAILABLE TO BUYER IN EXPECTATION OF, OR IN CONNECTION WITH, THE
TRANSACTIONS CONTEMPLATED HEREBY.
Section 10.7 Environmental Waiver and Release. FROM AND AFTER CLOSING, EXCEPT AS
PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL
RIGHTS OR REMEDIES WHICH BUYER MAY HAVE AGAINST SELLER AT OR UNDER LAW WITH
RESPECT TO ANY ENVIRONMENTAL LIABILITIES OR ANY OTHER ENVIRONMENTAL MATTERS ARE
WAIVED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FROM AND AFTER CLOSING,
EXCEPT AS PROVIDED IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT
HERETO, BUYER DOES HEREBY AGREE, WARRANT, AND COVENANT TO (AND BUYER SHALL CAUSE
THE ACQUIRED COMPANIES TO) RELEASE, ACQUIT, AND FOREVER DISCHARGE SELLER AND ANY
AFFILIATE OF SELLER OR ANY REPRESENTATIVE THEREOF FROM ANY AND ALL LOSSES,
INCLUDING ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND
INDEMNITY UNDER STATUTE OR COMMON LAW, WHICH COULD BE ASSERTED NOW OR IN THE
FUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ENVIRONMENTAL LIABILITIES
OR ANY OTHER ENVIRONMENTAL MATTERS OF THE ACQUIRED COMPANIES OR THE PURCHASED
ASSETS. FROM AND AFTER CLOSING, BUYER AND THE ACQUIRED COMPANIES WARRANT, AGREE,
AND COVENANT NOT TO SUE SELLER OR ANY AFFILIATE OF SELLER (INCLUDING THE
ACQUIRED COMPANIES) OR ANY REPRESENTATIVE THEREOF UPON ANY CLAIM, DEMAND, OR
CAUSE OF ACTION FOR INDEMNITY AND CONTRIBUTION THAT HAVE BEEN ASSERTED OR COULD
BE ASSERTED FOR ANY SUCH ENVIRONMENTAL LIABILITIES, EXCEPT TO THE EXTENT BUYER
OR ANY AFFILIATE OF BUYER (INCLUDING THE ACQUIRED COMPANIES OR ANY
REPRESENTATIVE THEREOF) IS ENTITLED TO INDEMNITY FOR SUCH MATTERS UNDER THIS
Article X.
Section 10.8 Remedies; Waiver of Remedies.
(a) The Parties agree that damages at Law shall be an inadequate remedy for the
breach of any of the covenants, promises and agreements contained in this
Agreement by Buyer or Seller, and, accordingly, the Parties shall be entitled to
injunctive relief with respect to any such breach, including specific
performance of such covenants, promises or agreements or an order enjoining such
other party from any threatened, or from the continuation of any actual, breach
of the covenants, promises or agreements contained in this Agreement, all
without the necessity of proving the inadequacy of money damages as a remedy and
without the necessity of posting bond. The rights set forth in this
Section 10.8(a) shall be in addition to any other rights which the Parties may
have at Law or in equity pursuant to this Agreement; provided, however, that in
no case shall Seller or any of its Affiliates be entitled to both injunctive
relief and the Break-up Fee or the Regulatory Break-up Fee. Except for specific
performance or other injunctive or equitable relief to the extent that specific
performance or such other relief would otherwise be available to the Parties
hereunder, Buyer and Seller acknowledge and agree that, from