IN FULL FORCE AND EFFECT UNDER THE
LAWS OF THE STATE OF LOUISIANA.
NONE OF THE TRUCK STOPS HAS ANY SUBSIDIARIES.
5.2.
VALIDITY OF AGREEMENTS.
SELLER HAS THE POWER
AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND ALL OTHER AGREEMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED OR TO BE EXECUTED AND DELIVERED UNDER THIS
AGREEMENT (THE "TRANSACTION DOCUMENTS") TO WHICH SELLER IS A PARTY.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY SELLER OF THIS AGREEMENT, THE TRANSACTION
DOCUMENTS AND THE OTHER DOCUMENTS AND CERTIFICATES CONTEMPLATED THEREIN HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF SELLER.
THIS AGREEMENT IS, AND WHEN EXECUTED AND DELIVERED AT THE CLOSING, THE
TRANSACTION DOCUMENTS TO WHICH SELLER IS A PARTY AND ALL OTHER DOCUMENTS AND
CERTIFICATES CONTEMPLATED THEREIN WILL BE, THE LEGAL, VALID AND BINDING
OBLIGATIONS OF SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH THEIR
TERMS.
5.3.
NON-CONTRAVENTION.
THE EXECUTION AND DELIVERY
BY SELLER OF THIS AGREEMENT, THE TRANSACTION DOCUMENTS TO WHICH SELLER IS A
PARTY AND ALL OTHER DOCUMENTS AND CERTIFICATES CONTEMPLATED THEREIN AND THE
CONSUMMATION AND PERFORMANCE BY SELLER OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE TRANSACTION DOCUMENTS WILL NOT (I) VIOLATE ANY PROVISION OF
THE ARTICLES OF INCORPORATION OR THE BY-LAWS OF SELLER OR ARTICLES OF
ORGANIZATION OR OPERATING AGREEMENT OF ANY OF THE TRUCK STOPS, (II) VIOLATE OR
RESULT IN ANY DEFAULT UNDER, OR THE ACCELERATION OF (WHETHER BY THE GIVING OF
NOTICE OR THE PASSAGE OF TIME OR BOTH), ANY OBLIGATION UNDER ANY CONTRACT, NOTE,
BOND, MORTGAGE, INDENTURE, OR LEASE TO WHICH SELLER OR ANY OF THE TRUCK
6
STOPS IS A PARTY OR BY WHICH SELLER OR ANY TRUCK STOP IS BOUND THAT WOULD, IN
ANY SUCH EVENT, BE MATERIAL, OR (III) VIOLATE ANY CONSTITUTIONAL PROVISION,
STATUE, RULE, LAW, REGULATION, AWARD, ORDER, ORDINANCE, JUDGMENT, DECREE,
CITATION, POLICY, STANDARD, INTERPRETATION, WRIT OR INJUNCTION OF ANY
GOVERNMENTAL BODY (COLLECTIVELY, "LAW").
5.4.
CAPITALIZATION.
THE MEMBERSHIP INTERESTS
REPRESENT THE ONLY AUTHORIZED, ISSUED AND OUTSTANDING EQUITY INTERESTS OF EACH
TRUCK STOP.
THE MEMBERSHIP INTERESTS ARE DULY AND VALIDLY ISSUED AND
OUTSTANDING AND ARE FULLY PAID AND NONASSESSABLE.
THE MEMBERSHIP INTERESTS HAVE
NOT BEEN ISSUED IN VIOLATION OF, AND ARE NOT SUBJECT TO, AND THERE ARE NO,
OUTSTANDING OPTIONS OR OTHER CONVERSION OR EXCHANGE RIGHTS RELATING TO THE
MEMBERSHIP INTERESTS.
THERE ARE NO AUTHORIZED OR OUTSTANDING OPTIONS UNDER
WHICH THE SELLER OR ANY OF THE TRUCK STOPS MAY BE OBLIGATED TO ISSUE OR SELL ANY
EQUITY INTERESTS OF ANY TRUCK STOP.
EXCEPT AS IDENTIFIED ON SCHEDULE 5.4, THERE
ARE NO AGREEMENTS, COMMITMENTS, CONTACTS OR RIGHTS OF FIRST REFUSAL RELATING TO
THE ISSUANCE, SALE OR TRANSFER OF ANY EQUITY INTEREST OF OR PROFIT PARTICIPATION
IN ANY OF THE TRUCK STOPS.
AT THE CLOSING, BUYER SHALL RECEIVE THE MEMBERSHIP
INTERESTS FREE AND CLEAR OF ALL LIENS AND CLAIMS WHATSOEVER.
AS OF THE CLOSING,
NO TRUCK STOP SHALL BE SUBJECT TO ANY OBLIGATION (CONTINGENT OR OTHERWISE) TO
REPURCHASE OR OTHERWISE ACQUIRE OR RETIRE ANY EQUITY INTERESTS (INCLUDING
MEMBERSHIP INTERESTS).
SELLER HAS FULL