AGREES TO ALLOW BUYER AND ITS AGENTS ACCESS TO ALL ASSETS, RECORDS, DOCUMENTS
AND INSTRUMENTS OF THE TRUCK STOPS TO CONDUCT SUCH STUDIES AND AUDITS, PROVIDED
SUCH ACCESS SHALL NOT UNREASONABLY INTERFERE WITH THE ACTIVITIES OF THE SELLER
OR ANY OF THE TRUCK STOPS.
BUYER SHALL, AND DOES HEREBY, SAVE, DEFEND,
INDEMNIFY AND HOLD THE SELLER AND EACH TRUCK STOP HARMLESS FROM AND AGAINST ALL
CLAIMS, LAWSUITS, JUDGMENTS, LOSSES, LIABILITIES OR EXPENSES OF ANY KIND OR
NATURE WHICH MAY BE ASSERTED AGAINST OR INCURRED BY THE SELLER OR ANY OF THE
TRUCK STOPS AS THE RESULT OF THE BUYER'S OR ITS AGENTS' ACTIONS AND ACTIVITIES
CONDUCTED PURSUANT TO THIS SECTION 4.2. THE BUYER SHALL KEEP THE RESULTS OF ALL
DUE DILIGENCE ACTIVITIES CONFIDENTIAL UNLESS SPECIFICALLY DIRECTED OR REQUIRED
TO DISCLOSE THE SAME UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION
OR UPON THE ORDER OF ANY COURT OR GOVERNMENTAL AGENCY.
NOTWITHSTANDING ANY
OTHER PROVISIONS OF THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED HEREBY TO THE
CONTRARY, THE OBLIGATION OF THE BUYER TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE
SELLER AND EACH OF THE TRUCK STOPS UNDER THIS SECTION 4.2 SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE TERMINATION OF THIS AGREEMENT.
4.3. TITLE INSURANCE.
PRIOR TO THE CLOSING, BUYER MAY CAUSE TO HAVE DELIVERED
TO BUYER A COMMITMENT FROM A TITLE INSURANCE COMPANY REASONABLY ACCEPTABLE TO
BUYER TO ISSUE AS OF THE CLOSING DATE FOR ANY REAL PROPERTY OWNED OR LEASED BY
ANY OF THE TRUCK STOPS, IN THE CUSTOMARY FORM PRESCRIBED FOR USE IN THE STATE OF
LOUISIANA (COLLECTIVELY, THE "TITLE POLICY").
SELLER SHALL
5
DELIVER ANY INFORMATION AS REASONABLY MAY BE REQUIRED BY BUYER'S TITLE INSURANCE
COMPANY UNDER THE REQUIREMENTS SECTION OF THE TITLE INSURANCE COMMITMENT OR
OTHERWISE IN CONNECTION WITH THE ISSUANCE OF BUYER'S TITLE INSURANCE POLICY.
SELLER SHALL PROVIDE AN AFFIDAVIT OF TITLE OR SUCH OTHER INFORMATION AS BUYER'S
TITLE INSURANCE COMPANY MAY REASONABLY REQUIRE IN ORDER FOR THE TITLE INSURANCE
COMPANY TO DELETE THE STANDARD EXCEPTIONS AND TO INSURE OVER THE "GAP" (I.E.,
THE PERIOD OF TIME BETWEEN THE EFFECTIVE DATE OF THE TITLE INSURANCE COMPANY'S
LAST CHECKDOWN OF TITLE AND THE CLOSING DATE) AND TO CAUSE THE TITLE INSURANCE
COMPANY TO DELETE ALL STANDARD EXCEPTIONS FROM THE FINAL TITLE INSURANCE POLICY.
4.4.
FINANCIAL STATEMENTS.
AS OF THE AGREEMENT
DATE, SELLER HAS DELIVERED, OR CAUSED TO BE DELIVERED, TO THE BUYER A STATEMENT
OF INCOME AND BALANCE SHEET FOR EACH TRUCK STOP FOR THE FULL CALENDAR YEAR
ENDING ON DECEMBER 31, 2004 (COLLECTIVELY, THE "FINANCIAL STATEMENTS"), IN SUCH
DETAIL AS MAY BE REASONABLY REQUESTED BY THE BUYER.
ARTICLE 5.
SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Buyer as follows:
5.1.
ORGANIZATION AND AUTHORIZATION.
5.1.1.
SELLER IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
5.1.2.
EACH OF THE TRUCK STOPS IS A LIMITED LIABILITY
COMPANY DULY ORGANIZED, VALIDLY EXISTING AND