(I) TRUE, ACCURATE AND COMPLETE, IN
ALL MATERIAL RESPECTS; (II) IN ACCORDANCE WITH THE BOOKS AND RECORDS OF THE
SELLERS AND THE COMPANY; AND (III) FAIR PRESENTATIONS OF THE FINANCIAL POSITION
AND RESULTS OF OPERATIONS OF THE TRUCK STOP AND THE
10
COMPANY, IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON
A CONSISTENT BASIS.
(B)
EACH OF THE SELLERS, JOINTLY AND SEVERALLY, REPRESENT AND WARRANT
THAT THE FINANCIAL CONDITION OF THE COMPANY FROM AND AFTER THE DATE OF THE LAST
FINANCIAL STATEMENTS HAS ONLY IMPROVED AND THAT THERE HAS BEEN NO ADVERSE CHANGE
SINCE SUCH DATE THAT WOULD OTHERWISE ADVERSELY EFFECT THE COMPANY, THE ACQUIRED
ASSETS OR THE FINANCIAL STATEMENTS.
3.8
ABSENCE OF CERTAIN DEVELOPMENTS.
EXCEPT AS SET FORTH ON SCHEDULE
3.8 HERETO, FROM AND AFTER JULY 1, 2004 AND CONTINUING UNTIL THE CLOSING DATE,
THERE HAS NOT OCCURRED, NOR IS THERE THREATENED, (A) ANY ADVERSE CHANGE IN THE
FINANCIAL OR OTHER CONDITION OF THE COMPANY OR IN ITS ASSETS, LIABILITIES,
PROPERTIES, BUSINESS OR PROSPECTS OR THE ACQUIRED ASSETS, AND (B) TO THE BEST OF
THE SELLERS' KNOWLEDGE, NO SELLER IS AWARE OF ANY EVENT OR CONDITION THAT HAS OR
MIGHT REASONABLY HAVE AN ADVERSE EFFECT ON THE COMPANY'S FINANCIAL CONDITION,
BUSINESS, ASSETS OR PROSPECTS OR THE ACQUIRED ASSETS, SAVE AND EXCEPT THE
ADVERSE EFFECTS OF HURRICANE RITA.
3.9
COMPLIANCE WITH LAW.
TO THE BEST OF SELLERS' KNOWLEDGE,
INFORMATION AND BELIEF, EXCEPT AS SET FORTH ON SCHEDULE 3.9 HERETO, THE COMPANY
IS NOT IN VIOLATION OF ANY LAWS, ORDINANCES, GOVERNMENTAL RULES OR REGULATIONS
TO WHICH IT IS SUBJECT.
3.10
PENDING AND THREATENED ACTIONS.
EXCEPT AS SET FORTH ON SCHEDULE
3.10, THERE ARE NO ACTIONS, SUITS, PROCEEDINGS, ORDERS, INVESTIGATIONS OR CLAIMS
PENDING OR, TO THE BEST OF ANY SELLER'S KNOWLEDGE, THREATENED AGAINST OR
AFFECTING THE COMPANY, THE ACQUIRED ASSETS OR PENDING OR THREATENED BY ANY
SELLER OR THE COMPANY AGAINST ANY THIRD PARTY, AT LAW OR IN EQUITY, AND
AFFECTING IN ANY MANNER THE COMPANY OR THE ACQUIRED ASSETS OR THE PROSPECTS
THEREOF, BEFORE OR BY ANY FEDERAL, FOREIGN, STATE, PARISH OR LOCAL COURT,
GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY
(INCLUDING ANY ACTIONS, SUITS, PROCEEDINGS OR INVESTIGATIONS WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT).
NEITHER THE COMPANY NOR ANY OF
THE SELLERS IS SUBJECT TO ANY ARBITRATION PROCEEDINGS OR ANY GOVERNMENTAL
INVESTIGATIONS OR INQUIRIES (INCLUDING INQUIRIES AS TO THE QUALIFICATION TO HOLD
OR RECEIVE ANY LICENSE OR PERMIT, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO
HAVE DEVICES OR SELL LIQUOR AND SELL OR STORE PETROLEUM PRODUCTS OR
BY-PRODUCTS); AND, TO EACH SELLER'S BEST KNOWLEDGE INFORMATION AND BELIEF, THERE
IS NO BASIS FOR ANY OF THE FOREGOING.
NEITHER THE COMPANY, NOR ANY SELLER IS
SUBJECT TO ANY JUDGMENT, ORDER OR DECREE OF ANY COURT OR OTHER GOVERNMENTAL
AGENCY, AND HAS NOT RECEIVED ANY WRITTEN OPINION OR MEMORANDUM FROM LEGAL
COUNSEL TO THE EFFECT THAT IT OR THEY ARE EXPOSED, FROM A LEGAL STANDPOINT, TO
ANY LIABILITY WHICH MAY INVOLVE OR BE RELATED, IN ANY MANNER,