LIABILITIES UNDERTAKING
THIS LIABILITIES UNDERTAKING dated effective as of
October 5, 1998, by VENTURI TECHNOLOGIES, INC., a Nevada
corporation (hereinafter called the "Purchaser"), and Disaster
Plus Corp., a Utah corporation ("Disaster Plus"), and Xxxxxx
X. Xxxxx and Xxxxx X. Xxxxx, owners of Disaster Plus Corp. and
owner of certain assets used by Disaster Plus in its carpet
cleaning business ("Bleyls"), with business addresses of 000
Xxxx 000 Xxxxx, Xxxxxx, Xxxx 00000 (Disaster Plus and Bleyls
are hereinafter called the "Sellers").
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement of Purchase and Sale of
Assets dated effective October 5, 1998, among Purchaser and
Sellers (the "Agreement"), Sellers have concurrently herewith
sold, assigned, transferred, conveyed and delivered to
Purchaser substantially all of the business, assets,
properties, goodwill and rights of Sellers as a going concern
(the "Sellers' Assets"); and
WHEREAS, in partial consideration therefor, the Agreement
requires Purchaser to execute and deliver to Sellers this
Undertaking;
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt of which by
Purchaser is hereby acknowledged, Purchaser hereby agrees as
follows:
1. Purchaser hereby undertakes, assumes and agrees,
subject to the exceptions and limitations contained herein, to
perform, pay or discharge, and to indemnify Sellers with
respect to, all of the debts, contractual obligations, and
liabilities of Sellers relating directly to, and arising out
of, the carpet cleaning business conducted by Disaster Plus,
except those debts and liabilities that are set forth on
Schedule "A" attached hereto.
2. Notwithstanding anything to the contrary contained
above, the debts, liabilities and obligations assumed by
Purchaser under Paragraph 1 hereof shall not include any:
(a) legal, accounting, brokerage, finder's fee,
taxes or other expenses incurred by Sellers in connection
with the Agreement or the consummation of the
transactions contemplated; or
(b) federal, state or local income, franchise,
excise, sales, use, property, payroll or similar taxes
imposed on Sellers except to the extent that (i) such
taxes constitute debts or liabilities of Sellers which
would be assumed by Purchaser under the Provisions of
paragraph 1(a) above, (ii) Purchaser gets the benefits of
all deposits, escrow accounts or other payments made or
collected by such Sellers on account of or with respect
to such tax liabilities; and (iii) the Sellers comply
with each of the following conditions:
(A) The Sellers shall afford Purchaser the
right, at its option, to assume the entire control
of the preparation and filing of all tax returns
with respect thereto, and the Sellers shall keep
Purchaser fully advised as to any and all
investigations, audits or other proceedings or
communications by any taxing agent or authority
which may affect the amount of the tax liabilities
being assumed hereunder; and
(B) The Sellers shall afford Purchaser the
right, at its option, to assume the entire control
of any such audit or other proceeding insofar as it
may relate to the liabilities of the Sellers assumed
hereunder, including the defense, compromise or
settlement thereof, and in connection therewith the
Sellers shall cooperate fully and make available to
Purchaser all information under its control relating
thereto which Purchaser may reasonably request and
shall execute and deliver to Purchaser such powers-of-attorney or
other documents which Purchaser may reasonably deem necessary or
desirable to effectuate the foregoing.
(c) liabilities or obligations of Sellers resulting
or arising from claims for personal injury or property
damage or out of any breach of any nonperformance by
Sellers of any contract, commitment or obligation imposed
by law or otherwise, except to the extent covered by
insurance proceeds payable to or on behalf of Purchaser;
or
(d) debts, liabilities or obligations arising under
any contract which has not been assigned to Purchaser so
that Purchaser will enjoy the full benefits thereunder or
which is listed in any Schedule to the Agreement and
specifically designated thereon as "Not Assumed"; or
(e) debts, liabilities or obligations of Sellers,
direct or indirect, fixed, contingent or otherwise, which
exist at or as of the date of the Closing or which arise
after the Closing but which are based upon or arise from
any act, omission, transaction, circumstance, sale of
goods or services, state of facts or other condition
which occurred or existed on or before the date of the
Closing, whether or not then known, due or payable,
except to the extent specifically set forth on Schedule
"A" attached hereto in connection with the purchase of
goods or services in the ordinary course of Sellers'
business and in conformity with the representations,
warranties and covenants contained in the Agreement; or
(f) accounts payable incurred by Sellers that are
more than thirty (30) days past due as of the date of the
Closing.
3. Nothing contained herein shall require Purchaser to
pay or discharge any debts or obligations expressly assumed
hereby so long as Purchaser shall in good faith contest or
cause to be contested the amount or validity thereof.
4. It is expressly understood and agreed that all
debts, liabilities and obligations not assumed hereunder by
Xxxxxxxxx shall remain the sole obligation of Sellers,
successors and assigns, and no person, firm or corporation
other than Sellers shall have any rights under this
Undertaking or the provisions herein.
VENTURI TECHNOLOGIES, INC.
a Nevada corporation
By: /s/ Xxxx Xxxxxxx
Its: President
SCHEDULE "A"
Debts and Liabilities Not Assumed by Purchaser
