TRANSFERRED TO THE
APPLICABLE SHAREHOLDERS, IN EITHER CASE FULLY RELEASING THE COMPANY FROM ANY
LIABILITY RELATING TO SUCH ENCUMBRANCES, AND THE SHAREHOLDERS SHALL DELIVER
EVIDENCE SATISFACTORY TO BUYER OF SUCH PAYMENT AND RELEASE; AND
(XV)
THE WRITTEN RESIGNATION OF EACH OF THE OFFICERS AND DIRECTORS OF
THE COMPANY.
(B)
AT THE CLOSING, BUYER, AT ITS SOLE COST AND EXPENSE, SHALL DELIVER
OR CAUSE TO BE DELIVERED TO THE SHAREHOLDERS THE FOLLOWING:
(I)
WIRE TRANSFERS TO THE ACCOUNTS DESIGNATED BY EACH OF THE
SHAREHOLDERS, OR CASHIER'S CHECKS MADE OUT TO EACH OF THE SHAREHOLDERS, OR ANY
COMBINATION THEREOF, IN THE AGGREGATE AMOUNT OF THE ESTIMATED PURCHASE PRICE,
ALLOCATED AND ADJUSTED AS PROVIDED IN THIS AGREEMENT;
(II)
THE TOLMAN NON-COMPETE AGREEMENT;
(III)
THE JONES NON-COMPETE AGREEMENT;
(IV)
THE LINDSAY REAL PROPERTY LEASE;
(V)
THE ELK CITY REAL PROPERTY LEASE; AND
(VI)
OFFERS OF EMPLOYMENT FOR E. KENT TOLMAN AND B.J. TOLMAN AS SET
FORTH ON SCHEDULE 1.2(B) HERETO.
(C)
AT THE CLOSING, THE SHAREHOLDERS AND BUYER SHALL EXECUTE AND
DELIVER TO ONE ANOTHER ALL OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS
REQUIRED UNDER THIS AGREEMENT.
(D)
AT THE CLOSING, THE SHAREHOLDERS SHALL PAY (I) THE COST OF
RELEASING ALL ENCUMBRANCES, RECORDING SUCH RELEASES, AND SHALL DELIVER EVIDENCE
SATISFACTORY TO BUYER OF SUCH PAYMENT AND RELEASE; (II) ALL TRANSFER TAXES
(INCLUDING, WITHOUT LIMITATION, ANY
6
DOCUMENTARY STAMPS AND INTANGIBLE TAXES, IF ANY); (III) CHARGES FOR LEGAL AND
OTHER PROFESSIONAL SERVICES PROVIDED TO THE SHAREHOLDERS; AND (IV) ANY OTHER
EXPENSES STIPULATED TO BE PAID BY THE SHAREHOLDERS UNDER THE PROVISIONS OF THIS
AGREEMENT.
(E)
AT THE CLOSING, BUYER SHALL PAY (I) CHARGES FOR LEGAL AND OTHER
PROFESSIONAL SERVICES PROVIDED TO BUYER; AND (II) ANY EXPENSES STIPULATED TO BE
PAID BY BUYER UNDER THE PROVISIONS OF THIS AGREEMENT.
(F)
UPON TRANSFER TO BUYER BY THE SHAREHOLDERS OF THE COMPANY SHARES
AT THE CLOSING, BUYER WILL OWN THE COMPANY SHARES AND THE COMPANY FREE AND CLEAR
OF ALL LIENS, SECURITY INTERESTS, PLEDGES, MORTGAGES, DEEDS OF TRUST, CLAIMS,
RIGHTS OF FIRST REFUSAL, OPTIONS, CHARGES, RESTRICTIONS OR CONDITIONS TO
TRANSFER OR ASSIGNMENT, LIABILITIES, OBLIGATIONS, PRIVILEGES, EQUITIES,
EASEMENTS, RIGHTS-OF-WAY, LIMITATIONS, RESERVATIONS, RESTRICTIONS AND OTHER
ENCUMBRANCES OF ANY KIND OR NATURE WHATSOEVER, STATE OR FEDERAL, RECORDED OR
UNRECORDED (COLLECTIVELY, "ENCUMBRANCES"), EXCEPT FOR TRADE PAYABLES INCURRED IN
THE ORDINARY COURSE OF BUSINESS, OTHER OBLIGATIONS INCURRED IN THE ORDINARY
COURSE OF BUSINESS NOT IN EXCESS OF $100.00, AND THOSE ENCUMBRANCES SET FORTH ON
SCHEDULE 1.2(F) HERETO.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS.
EACH OF THE
SHAREHOLDERS, JOINTLY AND SEVERALLY, REPRESENTS AND WARRANTS TO BUYER AS
FOLLOWS:
(A)
ORGANIZATION AND STANDING.
THE COMPANY IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
OKLAHOMA, HAS FULL REQUISITE CORPORATE POWER AND AUTHORITY TO CARRY ON ITS
BUSINESS AS IT IS CURRENTLY CONDUCTED, AND TO OWN AND OPERATE THE PROPERTIES
CURRENTLY OWNED AND OPERATED BY IT, AND IS DULY QUALIFIED OR LICENSED TO DO
BUSINESS AND IS IN GOOD STANDING AS