(THE "SECURITIES ACT"), NOR THE SECURITIES LAWS OF ANY
STATE, AND, ACCORDINGLY, THE MEMBERSHIP INTERESTS MAY NOT BE OFFERED, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF
REGISTRATION OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
6.6.
DEVICES.
THE BUYER
ACKNOWLEDGES THAT ALL DEVICES OPERATED AT ANY OF THE TRUCK STOPS ARE OWNED AND
OPERATED THEREIN BY A THIRD-PARTY, LICENSED DEVICE OWNER, TO-WIT; SOUTHERN
TRADING CORPORATION, A LOUISIANA CORPORATION.
ALL SUCH DEVICES ARE OPERATED
PURSUANT TO DEVICE PLACEMENT AGREEMENTS BETWEEN EACH OF THE TRUCK STOPS AND
SOUTHERN TRADING CORPORATION, COPIES OF WHICH HAVE BEEN PROVIDED TO THE BUYER.
6.7.
LICENSURE.
THE BUYER ACKNOWLEDGES THAT THE ACTIVITIES OF THE VIDEO DRAW POKER GAMING
PARLORS AND THE ALCOHOL, TOBACCO AND LOTTERY SALES, AS APPLICABLE, CONDUCTED AT
EACH OF THE TRUCK STOPS ARE SUBJECT TO LICENSING AND REGULATION BY VARIOUS
FEDERAL, STATE AND LOCAL GOVERNMENTAL BODIES.
THE BUYER FURTHER ACKNOWLEDGES
THAT APPROPRIATE NOTIFICATIONS TO THE LOUISIANA STATE GAMING AUTHORITIES OF THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE REQUIRED
PROMPTLY FOLLOWING THE CLOSING HEREUNDER.
ARTICLE 7.
SURVIVAL
The representations and warranties contained in Sections 5.1 through 5.9 and
Sections 6.1 through 6.7, inclusive, shall survive the execution and delivery of
this Agreement and consummation of the transactions provided for in this
Agreement without limitation as to time.
The representations and warranties
contained in Sections 5.10 through 5.14 shall survive the Closing hereunder and
shall continue in effect for a period of one (1) year from and after the Closing
Date.
ARTICLE 8.
MUTUAL COVENANTS AND AGREEMENTS
8.1.
EXPENSES.
EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, EACH PARTY SHALL BEAR
ITS OWN EXPENSES IN CONNECTION WITH AND IN PERFORMANCE OF THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS.
BUYER SHALL BE SOLELY RESPONSIBLE FOR ALL OF ITS COSTS
INCURRED IN ITS DUE DILIGENCE ACTIVITIES, INCLUDING, BUT NOT LIMITED TO, THE
COSTS OF ANY SURVEYS, ENVIRONMENTAL SITE ASSESSMENT STUDIES, TITLE POLICIES AND
TITLE COMMITMENTS AND ANY AND ALL COSTS, EXPENSES OR FEES RELATING TO ITS
FINANCING OF THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
8.2.
COOPERATION.
EACH PARTY SHALL CAUSE EVERY
PERSON THAT IS A SHAREHOLDER, DIRECTOR, OFFICER OR EMPLOYEE OF ANY PARTY HERETO
OR ANY OF THE TRUCK STOPS TO USE ALL COMMERCIALLY REASONABLE EFFORTS TO ASSIST
IN THE SATISFACTION OF SUCH PARTY'S OBLIGATIONS HEREUNDER AND IN THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN.
10
ARTICLE 9.
CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE
The obligation of Buyer to consummate the transactions contemplated by this
Agreement is subject to the fulfillment, prior to or on the Closing Date, of
each of the following conditions precedent, any one or more of which may be
waived by Buyer in writing:
9.1.
COMPLIANCE WITH COVENANTS.
SELLER SHALL HAVE
PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS, OBLIGATIONS
AND AGREEMENTS REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY IT
AT