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EXHIBIT 10.24
LIABILITIES UNDERTAKING
THIS LIABILITIES UNDERTAKING dated April ___, 1998, by VENTURI
TECHNOLOGY ENTERPRISES, INC., a Nevada corporation (hereinafter called the
"Purchaser"), and Xxxx Xxxxxx Xxxxx, doing business as a sole proprietorship
under the name Complete Carpet Service, with its principal office at 0000
Xxxxxx, Xxxxx 000-B, and his wife Xxxx Xxxx Xxxxx (collectively referred to as
"Seller").
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement of Purchase and Sale of Assets dated
April ___, 1998, among Purchaser and Seller (the "Agreement"), Seller has
concurrently herewith sold, assigned, transferred, conveyed and delivered to
Purchaser substantially all of the business, assets, properties, goodwill and
rights of Seller as a going concern (the "Seller's Assets"); and
WHEREAS, in partial consideration therefor, the Agreement requires
Purchaser to execute and deliver to Seller 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 limitations
contained herein, to perform, pay or discharge the following:
(a) only those unpaid debts and liabilities of Seller existing
at the Closing that are specifically set forth on Schedule "A" attached
hereto;
(b) only those unperformed and unfulfilled obligations which
are required to be performed and fulfilled by Seller under the terms of
executory written contracts, agreements, leases, licenses, commitments
and undertakings that are listed in Schedule "B" 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 Seller 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 Seller except to the
extent that (i) such taxes constitute debts or liabilities of Seller
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 Seller on account
of or
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with respect to such tax liabilities; and (iii) the Seller complies
with each of the following conditions:
(A) The Seller 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
Seller 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 Seller 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 Seller assumed hereunder, including the defense,
compromise or settlement thereof, and in connection therewith
the Seller 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 Seller resulting or arising
from claims for personal injury or property damage or out of any breach
of any nonperformance by Seller 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 Seller, 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" or Schedule "B" attached hereto in connection
with the purchase of goods or services in the ordinary course of
Seller's business and in conformity with the representations,
warranties and covenants contained in the Agreement; or
(f) accounts payable incurred by Seller that are more than
sixty (60) days past due as of the date of the Closing.
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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. Other than as specifically stated above or in the Agreement,
Purchaser assumes no debt, liability or obligation of Seller by this
Undertaking, and it is expressly understood and agreed that all debts,
liabilities and obligations not assumed hereunder by Purchaser shall remain the
sole obligation of Seller, successors and assigns, and no person, firm or
corporation other than Seller shall have any rights under this Undertaking or
the provisions herein.
VENTURI TECHNOLOGY ENTERPRISES,
INC., a Nevada corporation
By:_______________________________________________
Its:
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SCHEDULE "A"
Debts and Liabilities Assumed by Purchaser
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SCHEDULE "B"
Unperformed and Unfulfilled Obligations Assumed by Purchaser
