ENVIRONMENT, AND ALL OTHER
LAWS RELATING TO EMISSIONS, DISCHARGES, RELEASES OR THREATENED RELEASES OF
HAZARDOUS MATERIALS INTO THE ENVIRONMENT OR OTHERWISE RELATING TO THE
GENERATION, DISTRIBUTION, USE, TREATMENT, STORAGE, DISPOSAL, TRANSPORT OR
HANDLING OF HAZARDOUS MATERIALS.
EACH OF THE TRUCK STOPS IS AND HAS BEEN IN
MATERIAL COMPLIANCE WITH ALL ENVIRONMENTAL LAWS, PROVIDED ANY NONCOMPLIANCE HAS
NOT HAD AND IS NOT LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON SUCH RESPECTIVE
TRUCK STOP OR ITS OPERATIONS.
BUYER ACKNOWLEDGES THAT EACH OF THE TRUCK STOPS
CONTAINS A FUELING OPERATION FOR THE SALE AND DISPERSAL TO THE GENERAL PUBLIC OF
GAS AND DIESEL FUELS.
NEITHER THE SELLER NOR ANY TRUCK STOP HAS RECEIVED ANY
WRITTEN NOTICE, REPORT OR OTHER INFORMATION REGARDING ANY ACTUAL OR ALLEGED
VIOLATION OF ENVIRONMENTAL LAWS RELATING TO ANY TRUCK STOP.
5.8.
JEFFERSON CONSTRUCTION COSTS.
SELLER AGREES
THAT ANY COSTS OR EXPENSES NECESSARY TO COMPLETE THE CONSTRUCTION OF THE TRUCK
STOP AT JEFFERSON IN ACCORD WITH THOSE CERTAIN PLANS AND SPECIFICATIONS OF
PERRIN & CARTER, INC., DATED OCTOBER 29, 2003 ("PLANS AND SPECIFICATIONS"),
SHALL BE AND REMAIN THE COSTS AND EXPENSES OF THE SELLER EVEN IF SUCH COSTS AND
EXPENSES ARE INCURRED AFTER THE CLOSING DATE.
SELLER REPRESENTS THAT FOLLOWING
THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT IT SHALL RETAIN THE FINANCIAL
ABILITY TO PAY ALL OF THE COSTS AND EXPENSES OF COMPLETING THE JEFFERSON TRUCK
STOP PURSUANT TO THE PLANS AND SPECIFICATIONS.
5.9.
SELLER INTER-COMPANY LOANS.
NOTWITHSTANDING
THE CONTENTS OF THE FINANCIAL STATEMENTS OR ANY OTHER LANGUAGE TO CONTRARY
CONTAINED IN THIS AGREEMENT, ANY LOANS, NOTES PAYABLE OR OTHER DEBT OBLIGATIONS
BETWEEN THE SELLER AND ANY OF THE TRUCK STOPS OR BETWEEN THE TRUCK STOPS AND ANY
OTHER SUBSIDIARIES OF THE SELLER (COLLECTIVELY, THE "SELLER INTER-COMPANY
LOANS") SHALL BE RETIRED BY THE SELLER FROM THE PROCEEDS OF THE PURCHASE PRICE
AND SHALL NOT BE A PART OF THE TRANSFER OF THE MEMBERSHIP INTERESTS AT CLOSING.
IN NO EVENT SHALL THE BUYER, NOR ANY OF ITS SUBSIDIARIES, INCLUDING, BUT NOT
LIMITED TO, THE TRUCK STOPS FOLLOWING THE CLOSING, HAVE ANY LIABILITY FOR ANY OF
THE SELLER INTER-COMPANY LOANS.
5.10.
CONSENTS, ETC.
EXCEPT AS IDENTIFIED ON SCHEDULE
5.10 OR THE MATTERS DESCRIBED IN SECTION 6, ANY REGISTRATION, DECLARATION OR
FILING WITH, OR CONSENT, APPROVAL, LICENSE, PERMIT OR OTHER AUTHORIZATION OR
ORDER BY, ANY GOVERNMENTAL OR REGULATORY AUTHORITY, DOMESTIC OR FOREIGN, THAT IS
REQUIRED IN CONNECTION WITH THE VALID EXECUTION, DELIVERY, ACCEPTANCE AND
PERFORMANCE BY THE SELLER AND EACH OF THE TRUCK STOPS UNDER THIS AGREEMENT OR
THE CONSUMMATION BY THE SELLER AND EACH OF THE TRUCK STOPS OF ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY HAS BEEN OR WILL BE COMPLETED, MADE OR OBTAINED
ON OR BEFORE THE CLOSING DATE.
5.11.
LITIGATION, ETC.
EXCEPT AS SET FORTH ON SCHEDULE
5.11, TO THE SELLER'S ACTUAL KNOWLEDGE THERE ARE NO CLAIMS AGAINST THE SELLER OR
ANY OF THE TRUCK STOPS OR ANY OF THEIR ASSETS, OR PENDING OR THREATENED BY THE
SELLER OR ANY OF THE TRUCK STOPS AGAINST ANY THIRD PARTY, AT LAW