SCHEDULE.
35
SECTION 9.4
NO TAX WITHHOLDING. PROVIDED THAT SELLER HAS DELIVERED
THE CERTIFICATE DESCRIBED IN SECTION 6.3(A)(VI), BUYER SHALL NOT WITHHOLD ANY
AMOUNT IN RESPECT OF TAXES FROM THE PURCHASE PRICE.
ARTICLE X
MISCELLANEOUS
SECTION 10.1
ASSIGNMENTS; SUCCESSORS; NO THIRD PARTY RIGHTS. NO PARTY
MAY ASSIGN ANY OF ITS RIGHTS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY HERETO (WHICH MAY NOT BE UNREASONABLY WITHHELD OR
DELAYED), AND ANY PURPORTED SUCH ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE VOID.
SUBJECT TO THE FOREGOING, THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF SHALL
APPLY TO, BE BINDING UPON, AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND
THEIR SUCCESSORS AND PERMITTED ASSIGNS AND THE PARTIES INDEMNIFIED PURSUANT TO
ARTICLE VIII. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO
CONFER UPON ANY PERSON OTHER THAN THE PARTIES HERETO ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT OR ANY PROVISION OF
THIS AGREEMENT. THIS AGREEMENT AND ALL OF ITS PROVISIONS AND CONDITIONS ARE FOR
THE SOLE AND EXCLUSIVE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR
SUCCESSORS AND PERMITTED ASSIGNS.
SECTION 10.2
ENTIRE AGREEMENT. THIS AGREEMENT, INCLUDING THE
DISCLOSURE SCHEDULE AND EXHIBITS HERETO AND THE OTHER AGREEMENTS AND WRITTEN
UNDERSTANDINGS REFERRED TO HEREIN OR OTHERWISE ENTERED INTO BY THE PARTIES
HERETO ON THE DATE HEREOF, CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING
AND SUPERSEDES ALL OTHER PRIOR COVENANTS, AGREEMENTS, UNDERTAKINGS, OBLIGATIONS,
PROMISES, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS AND WARRANTIES, WHETHER
ORAL OR WRITTEN, BY ANY PARTY HERETO OR BY ANY DIRECTOR, MANAGER, OFFICER,
EMPLOYEE, AGENT, RELATED PERSON OR REPRESENTATIVE OF ANY PARTY HERETO. THERE ARE
NO COVENANTS, AGREEMENTS, UNDERTAKINGS OR OBLIGATIONS WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT OTHER THAN THOSE EXPRESSLY SET FORTH OR
REFERRED TO HEREIN AND NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE
WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE OR SHALL BE DEEMED
TO BE MADE HEREIN BY THE PARTIES HERETO EXCEPT THOSE EXPRESSLY MADE HEREIN.
SECTION 10.3
AMENDMENT OR MODIFICATION. THIS AGREEMENT MAY BE AMENDED
OR MODIFIED ONLY BY WRITTEN INSTRUMENT SIGNED BY ALL OF THE PARTIES HERETO.
SECTION 10.4
NOTICES. ALL NOTICES, REQUESTS, INSTRUCTIONS, CLAIMS,
DEMANDS, CONSENTS AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED TO BE GIVEN
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN ON THE
DATE DELIVERED BY HAND OR BY COURIER SERVICE (SUCH AS FEDERAL EXPRESS), OR BY
OTHER MESSENGER (OR, IF DELIVERY IS REFUSED, UPON PRESENTMENT), OR UPON RECEIPT
BY FACSIMILE TRANSMISSION, OR UPON DELIVERY BY REGISTERED OR CERTIFIED MAIL
(RETURN RECEIPT REQUESTED), POSTAGE PREPAID, TO THE PARTIES AT THE FOLLOWING
ADDRESSES:
36
(A)
IF TO BUYER:
Clean Harbors, Inc.
1501 Washington Street
Braintree, MA 02185
Telephone: 781-849-1800
Facsimile: 781-848-1632
Attention: Chief Financial Officer
With a copy to:
Davis, Malm & D'Agostine, P.C.
One Boston Place, 37th Floor
Boston, MA 02108
Telephone: 617-589-3803
Facsimile: 617-305-3103
Attention: C. Michael Malm