AND BUYER RELEASED CLAIMS MAY INDIVIDUALLY BE REFERRED TO AS A "RELEASED
CLAIM" AND COLLECTIVELY AS THE "RELEASED CLAIMS"); PROVIDED, HOWEVER, (X) THAT
BUYER RELEASED PARTIES SHALL NOT BE RELEASED FROM ANY OF THEIR OBLIGATIONS OR
LIABILITIES TO BUYER RELEASING PARTIES (AND SUCH OBLIGATIONS AND LIABILITIES
SHALL NOT BE BUYER RELEASED CLAIMS) RELATED TO OR ARISING UNDER (A) THIS
AGREEMENT OR ANY AGREEMENT TO BE EXECUTED IN CONNECTION WITH THE CLOSING,
(B) ALLOCATIONS UNDER ARTICLE VI AND DISTRIBUTIONS UNDER ARTICLES VII AND X IN
THE OPERATING AGREEMENT AS EXPRESSLY MODIFIED BY THIS AGREEMENT, (C) ANY WRITTEN
EMPLOYMENT AGREEMENT EXISTING ON THE DATE HEREOF, OR (D) THE LANDFILL AGREEMENT;
(Y) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BUYER RELEASED PARTIES
SHALL BE RELEASED FROM ANY AND ALL OBLIGATIONS (WHETHER INDEMNIFICATION
OBLIGATIONS OR OTHERWISE) OF THE BUYER RELEASED PARTIES ARISING UNDER THE 2004
PRIOR AGREEMENT OR THE 2007 PRIOR AGREEMENT, AND ANY SUCH OBLIGATIONS SHALL BE
RELEASED CLAIMS; AND (Z) THE BUYER RELEASED PARTIES DO NOT INCLUDE INDUSTRIAL
ACQUISITION CORPORATION (DEFINED AS THE "SELLER" IN THE 2004 PRIOR AGREEMENT)
AND JAMES W. KNIGHT JR., THOMAS E. DAVIS, LARRY E. SEAY AND MICHAEL F. MUNAFO
(DEFINED AS "SELLER'S SHAREHOLDERS" IN THE 2004 PRIOR AGREEMENT) (THE FOREGOING
SELLER AND SELLER'S SHAREHOLDERS MAY BE REFERRED TO AS THE "NON-RELEASED
PARTIES") AND WITHOUT OTHERWISE LIMITING THE FOREGOING, THE BUYER RELEASED
CLAIMS DO NOT INCLUDE ANY OBLIGATIONS OR LIABILITIES OF THE NON-RELEASED PARTIES
UNDER THE 2004 PRIOR AGREEMENT OR OTHERWISE.
C.
EACH RELEASING PARTY HEREBY EXPRESSLY
WAIVES ANY RIGHTS SUCH RELEASING PARTY MAY HAVE UNDER THE STATUTES OF ANY
JURISDICTION OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT, TO PRESERVE RELEASED
CLAIMS WHICH SUCH RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH
RELEASING PARTY'S FAVOR AT THE TIME OF EXECUTING THIS AGREEMENT. EACH RELEASING
PARTY UNDERSTANDS AND ACKNOWLEDGES THAT IT MAY DISCOVER FACTS DIFFERENT FROM, OR
IN ADDITION TO, THOSE WHICH IT KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE
CLAIMS RELEASED HEREIN, AND AGREES THAT THE TERMS OF THIS RELEASE SHALL BE AND
REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUBSEQUENT DISCOVERY OF
DIFFERENT AND/OR ADDITIONAL FACTS. SHOULD ANY RELEASING PARTY DISCOVER THAT ANY
FACT RELIED UPON IN ENTERING INTO THIS RELEASE WAS UNTRUE, OR THAT ANY FACT WAS
CONCEALED, OR THAT AN UNDERSTANDING OF THE FACTS OR LAW WAS INCORRECT, NO
RELEASING PARTY SHALL BE ENTITLED TO ANY RELIEF AS A RESULT THEREOF, AND
46
THE RELEASING PARTIES SURRENDER ANY RIGHTS THEY MIGHT HAVE TO RESCIND THIS
RELEASE ON ANY GROUND. THIS RELEASE IS INTENDED TO BE AND IS FINAL AND BINDING
REGARDLESS OF ANY CLAIM OF MISREPRESENTATION, PROMISE MADE WITH THE INTENTION OF
PERFORMING, CONCEALMENT OF FACT, MISTAKE OF LAW, OR ANY OTHER CIRCUMSTANCES
WHATSOEVER. EACH RELEASING PARTY HEREBY IRREVOCABLY COVENANTS TO REFRAIN FROM
ASSERTING ANY CLAIM OR DEMAND, OR COMMENCING, INSTITUTING OR CAUSING TO BE
COMMENCED, ANY PROCEEDING OF ANY KIND AGAINST ANY RELEASED PARTY BASED UPON ANY
RELEASED CLAIM.
D.
IF ANY RELEASING PARTY (OR AN