THE OPERATION OF, OR AFFECT, THOSE PROVISIONS OF THE AGREEMENT
THAT ARE VALID, PROVIDED THE VALID PROVISIONS REMAINING RESULT IN AN EQUITABLE
AGREEMENT.
8.13
FORCE MAJURE.
ANY TIME PERIOD OR OBLIGATION TO TIMELY PERFORM
IMPOSED UPON ANY PARTY HEREUNDER SHALL BE EXTENDED AS NECESSARY WHEN PERFORMANCE
OF SUCH OBLIGATION(S) IS RENDERED IMPOSSIBLE OR UNREASONABLY DIFFICULT AS A
RESULT OF ANY ACTS OF GOD, WAR, LABOR STRIKES OR UNREST, WEATHER, ACTS OF
TERRORISM, GENERAL DISRUPTIONS TO THE ECONOMY OR DAY-TO-DAY OPERATIONS OF THE
GOVERNMENT OF THE PARISH OF CALCASIEU, THE STATE OF LOUISIANA OR THE UNITED
STATES OF AMERICA WHICH MAKE CONDUCTING GENERAL BUSINESS UNREASONABLY DIFFICULT
OR IMPOSSIBLE.
8.14
LEGAL FEES.
FOLLOWING THE CLOSING, IN ANY ACTION BY ONE PARTY TO
THE AGREEMENT AGAINST THE OTHER PARTY TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT
AND/OR ANY INSTRUMENT CONTEMPLATED BY THIS AGREEMENT, THE LOSING PARTY SHALL
REIMBURSE THE PREVAILING PARTY FOR THE REASONABLE AND VERIFIABLE ATTORNEY FEES
AND FOR THE COSTS AND EXPENSE INCURRED BY THE PREVAILING PARTY IN ENFORCING ITS
RIGHTS AND REMEDIES UNDER THIS AGREEMENT.
8.15
CLOSING COSTS.
EXCEPT AS PROVIDED OTHERWISE HEREIN, EACH PARTY
SHALL BE RESPONSIBLE FOR ITS OWN CLOSING COSTS AND FEES.
8.16
GENDER AND PLURALS.
WHENEVER REQUIRED BY THE CONTEXT OF THIS
AGREEMENT, THE MASCULINE GENDER SHALL INCLUDE THE FEMININE AND NEUTER GENDERS,
AND VICE-VERSA, AND THE SINGULAR SHALL INCLUDE THE PLURAL AND VICE-VERSA.
8.17
PARAGRAPH AND SECTION HEADINGS.
THE HEADINGS OF THE SECTIONS OF
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO
CONSTITUTE A PART THEREOF.
8.18
RESOLUTORY CONDITION.
SELLERS AND PURCHASER ACKNOWLEDGE AND AGREE
THAT IT IS NOT THEIR INTENT TO CREATE A VENDOR'S LIEN, MORTGAGE OR RESOLUTORY
CONDITION IN THIS AGREEMENT AND THAT, IF ONE IS CREATED, IT IS HEREBY RELEASED,
RELINQUISHED, RENOUNCED AND WAIVED.
8.19
INCORPORATION.
ANY AND ALL SCHEDULES, EXHIBITS OR OTHER DOCUMENTS
REFERRED TO HEREIN OR ATTACHED HERETO ARE INCORPORATED HEREIN AS IF FULLY
REWRITTEN IN THIS AGREEMENT.
8.20
EMPLOYEE CONTACT AND COMMUNICATION.
PURCHASER AGREES THAT, WITH
THE EXCEPTION OF THE TRUCK STOP'S MANAGER AND BOOKKEEPER, THE PURCHASER WILL NOT
CONTACT ANY EMPLOYEE OF THE TRUCK STOP WITHOUT THE PRIOR ORAL PERMISSION OF ANY
ONE OF THE SELLERS.
BOTH PARTIES AGREE THAT THEY WILL NOT DISCLOSE THE PURCHASE
PRICE TO ANY THIRD-PARTY WITHOUT THE PRIOR CONSENT OF THE OTHER PARTY, EXCEPTING
ONLY DISCLOSURES: (I) AS MAY BE REQUIRED FOR THE PURPOSE OF REPORTING ANY TAXES
ARISING AS A RESULT HEREOF; (II) TO ANY AND ALL GOVERNMENTAL AUTHORITIES,
INCLUDING ANY AND ALL STATE GAMING OR OTHER REGULATORS; AND (III) TO ANY AND ALL
AGENTS OR EMPLOYEES OF ANY PARTY HERETO, INCLUDING ACCOUNTANTS, ATTORNEYS,
LENDERS, INVESTMENT BANKERS, TITLE AGENTS OR OTHER SIMILAR PARTIES.
27
THUS DONE AND PASSED on the 12th day of December, 2005, at the City of Lake
Charles, State of Louisiana, the undersigned parties having affixed its
signature in the presence of me, Notary, and the undersigned competent
witnesses, after due reading of the whole.
WITNESSES:
SELLERS:
/s/ Rebecca A. Hughes
/s/ Roger