ITEMS
LISTED BELOW:
I.
THE ACT OF CASH SALE;
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II.
THE ASSIGNMENT, IN BLANK, OF THE SHARES;
III.
THE SHARE CERTIFICATES;
IV.
THE COMPANY'S CORPORATE RECORDS AND CORPORATE RECORD BOOK;
V.
ANY OTHER INSTRUMENTS THEN REQUIRED PURSUANT TO ANY OTHER
SECTIONS OF THIS AGREEMENT;
VI.
MECHANICS LIEN AFFIDAVIT REQUIRED BY THE TITLE COMPANY;
VII.
A NON-IMPUTATION AFFIDAVIT; AND
VIII.
AFFIDAVIT OF NON-FOREIGN STATUS, AS CONTEMPLATED BY SECTION 1445
OF THE CODE.
(B)
ON OR BEFORE THE CLOSING DATE, PURCHASER SHALL DELIVER OR CAUSE TO
BE DELIVERED TO TITLE COMPANY THE PURCHASE PRICE AND THE TRACT B-2 PURCHASE
PRICE, LESS THE ESCROW HOLD BACK AND THE DEPOSIT, AND SUBJECT TO THE PRORATIONS
AND CREDITS AS HEREIN PROVIDED.
(C)
THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE COMPLETED
BY THE TITLE COMPANY ON THE CLOSING DATE BY DOING EACH OF THE FOLLOWING:
I.
BY FILING THE ACT OF CASH SALE FOR RECORD IN THE RECORDS OF
CALCASIEU PARISH, LOUISIANA;
II.
BY CAUSING THE ISSUANCE OF THE TITLE POLICY, SUBJECT ONLY TO THE
PERMITTED ENCUMBRANCES, AND FORWARDING THE TITLE POLICY TO PURCHASER;
III.
BY PRORATING TAXES, ASSESSMENTS AND OTHER AMOUNTS, IN ACCORDANCE
WITH THIS AGREEMENT AND THE SETTLEMENT STATEMENT, AND PAYING AND CHARGING
PURCHASER AND SELLERS FOR THOSE COSTS AND EXPENSES TO BE PAID BY SELLERS OR
PURCHASER PURSUANT HERETO;
IV.
BY DISBURSING, PURSUANT TO THE SETTLEMENT STATEMENT, ANY AND ALL
FUNDS THEN ON DEPOSIT HEREUNDER AND ALL DOCUMENTS HEREUNDER TO THE APPLICABLE
PARTIES; AND
V.
BY PREPARING AND FORWARDING TO PURCHASER AND THE SELLERS FOUR (4)
SIGNED COPIES OF THE SETTLEMENT STATEMENT SETTING FORTH ALL RECEIPTS AND
DISBURSEMENTS PROVIDED FOR HEREIN.
(D)
IN THE EVENT THE TITLE COMPANY IS UNABLE TO SIMULTANEOUSLY PERFORM
ALL INSTRUCTIONS SET FORTH IN SECTION 6.3(C) ON THE CLOSING DATE, THE TITLE
COMPANY SHALL SO NOTIFY SELLERS AND PURCHASER, AND SHALL RETAIN, UNLESS
OTHERWISE INSTRUCTED BY THE PARTY DEPOSITING THE SAME, ALL DOCUMENTS AND FUNDS
DEPOSITED WITH THE TITLE COMPANY UNTIL RECEIPT BY THE TITLE COMPANY OF WRITTEN
INSTRUCTIONS EXECUTED BY SELLERS AND PURCHASER OR BY A COURT OF COMPETENT
JURISDICTION.
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6.4
POSSESSION.
AT NOON LOCAL TIME ON THE CLOSING DATE, SELLERS SHALL
CEASE OPERATION OF THE COMPANY AND THE ACQUIRED ASSETS AND SHALL DELIVER
POSSESSION THEREOF TO THE PURCHASER, AND ALL RISK OF LOSS WITH RESPECT THERETO
SHALL PASS TO THE PURCHASER OR ITS DESIGNEE.
6.5
CLOSING ACTIVITIES.
THE SELLERS AND PURCHASER AGREE THAT AT 7:00
A.M. LOCAL TIME, OR SUCH AGREEABLE TIME THEREAFTER ON THE CLOSING DATE, A
REPRESENTATIVE FROM EACH OF THEM (THE "REPRESENTATIVES") SHALL MEET AT THE TRUCK
STOP AND SHALL JOINTLY PERFORM THE FOLLOWING FUNCTIONS:
(A)
REPRESENTATIVES OF THE PURCHASER SHALL BE PERMITTED TO FULLY
INSPECT THE TRUCK STOP TO ENSURE IT IS IN COMPLIANCE WITH THE OBLIGATIONS AND
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND THAT THE ACQUIRED ASSETS,
INCLUDING THE REQUIRED INVENTORY LEVELS, ARE IN PLACE;
I.
IF LESS THAN THE REQUIRED INVENTORY LEVELS ARE IN PLACE,
PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE FOR