To the maximum
extent permitted by applicable Legal Requirement, (a) no claim or right arising
out of this Agreement or any of the documents referred to in this Agreement can
be discharged by one party, in whole or in part, by a waiver or renunciation of
the claim or right unless in writing signed by the other party; (b) no waiver
that may be given by a party will be applicable except in the specific instance
for which it is given; and (c) no notice to or demand on one party will be
deemed to be a waiver of any obligation of that party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this
Agreement.
(p)
Disclosure Schedule.
(I)
THE INFORMATION IN THE DISCLOSURE SCHEDULE CONSTITUTES (I)
EXCEPTIONS TO PARTICULAR REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS
OF SELLER AND SHAREHOLDERS AS SET FORTH IN THIS AGREEMENT OR (II) DESCRIPTIONS
OR LISTS OF ASSETS AND LIABILITIES AND OTHER ITEMS REFERRED TO IN THIS
AGREEMENT. IF THERE IS ANY INCONSISTENCY BETWEEN THE STATEMENTS IN THIS
AGREEMENT AND THOSE IN THE DISCLOSURE SCHEDULE (OTHER THAN AN EXCEPTION
EXPRESSLY SET FORTH AS SUCH IN THE DISCLOSURE SCHEDULE WITH RESPECT TO A
SPECIFICALLY IDENTIFIED REPRESENTATION OR WARRANTY), THE STATEMENTS IN THIS
AGREEMENT WILL CONTROL.
(II)
THE DISCLOSURE OF ANY ITEM, EXPLANATION, EXCEPTION OR
QUALIFICATION IN THE DISCLOSURE SCHEDULE RELATES ONLY TO THE PROVISIONS OF THE
CORRESPONDING NUMBERED SECTION OR SUBSECTION OF THE AGREEMENT TO WHICH IT
EXPRESSLY RELATES AND NOT TO ANY OTHER SECTION OR SUBSECTION OF THE AGREEMENT.
[Signatures on Following Page]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.
COURIER CORPORATION
SHAREHOLDERS
By:
/s/ James F. Conway, III
/s/ Henry G. Toolan
Name:
James F. Conway, III
Henry G. Toolan, an individual
Title:
Chairman, Pres., CEO
/s/ Brian H. Toolan
FEDERAL MARKETING CORP.,
Brian H. Toolan, an individual
d/b/a CREATIVE HOMEOWNER
/s/ Allan R. Blair
Allan R. Blair, an individual
By:
/s/ Henry G. Toolan
Name:
Henry G. Toolan
Title:
President