REMEDIAL ACTION IS NEEDED TO RESPOND TO A VIOLATION OR THREATENED VIOLATION OF
ANY ENVIRONMENTAL AND SAFETY REQUIREMENTS; AND
(F)
SCHEDULE 3.17(F) IS A FULL, COMPLETE AND ACCURATE LIST OF ALL
UNDERGROUND STORAGE AND ABOVEGROUND STORAGE TANKS (UST'S AND AST'S,
RESPECTIVELY) ON THE ACQUIRED ASSETS, EACH OF WHICH IS NOW AND HAS AT ALL TIMES
PRIOR HERETO BEEN OPERATED AND MAINTAINED IN FULL COMPLIANCE WITH ALL APPLICABLE
ENVIRONMENTAL AND SAFETY REQUIREMENTS.
3.18
INSURANCE.
SCHEDULE 3.18 LISTS ALL INSURANCE POLICIES AND PROGRAMS
OWNED BY THE COMPANY, THE PREMIUMS FOR EACH INSURANCE POLICY AND PROGRAM AND THE
DATE ON WHICH EACH
13
INSURANCE POLICY AND PROGRAM PREMIUM IS NEXT DUE.
EXCEPT AS SET FORTH ON
SCHEDULE 3.18, TO THE BEST OF ANY SELLER'S KNOWLEDGE, INFORMATION AND BELIEF,
EACH OF THOSE INSURANCE POLICIES AND PROGRAMS IS IN FULL FORCE AND EFFECT, AND
THE INSURANCE PREMIUMS FOR THOSE POLICIES AND PROGRAMS HAVE BEEN PAID IN FULL
THROUGH THE CLOSING DATE.
THERE ARE NO OUTSTANDING CLAIMS UNDER ANY INSURANCE
POLICIES OR PROGRAM.
3.19
TRUCK STOP REAL PROPERTY.
TO THE BEST OF EACH SELLERS' KNOWLEDGE,
THERE IS NOT NOW PENDING NOR THREATENED: (A) ANY LITIGATION OR PROCEEDING TO
TAKE ALL OR ANY PORTION OF THE ACQUIRED ASSETS BY EMINENT DOMAIN; (B) ANY STREET
WIDENING OR CHANGES IN ANY HIGHWAY OR TRAFFIC LANES OR PATTERNS IN THE IMMEDIATE
VICINITY OF THE TRUCK STOP; OR (C) OTHER CHANGE OR MODIFICATION BY A STATE,
LOCAL OR FEDERAL AUTHORITY OR AGENCY WHICH WOULD ADVERSELY AFFECT THE TRUCK STOP
OR ANY OF THE ACQUIRED ASSETS.
FURTHER, (I) THE TRUCK STOP IS CONNECTED TO AND
SERVICED BY ADEQUATE WATER, NATURAL GAS, SEWAGE DISPOSAL AND ELECTRIC
FACILITIES; (II) ALL MATERIAL SYSTEMS OF THE TRUCK STOP, INCLUDING, BUT NOT
LIMITED TO, HEATING, VENTILATION, AIR CONDITIONING, ELECTRICAL, SEWAGE,
PLUMBING, ETC., ARE IN GOOD OPERATING CONDITION, SUBJECT TO REASONABLE AND
ORDINARY WEAR AND TEAR; AND (III) TO THE KNOWLEDGE OF EACH SELLER, THE TRUCK
STOP AND ALL IMPROVEMENTS LOCATED THEREON ARE IN FULL COMPLIANCE WITH CURRENT
BUILDING AND ZONING LAWS.
NO SELLER HAS ANY INFORMATION OR KNOWLEDGE THAT ANY
PORTION OF THE ACQUIRED ASSETS ARE BEING CONDEMNED OR OTHERWISE TAKEN FOR USE AS
PART OF ANY STREET OR HIGHWAY WIDENING PROCESS.
3.20
CONTINUED OPERATIONS.
EACH OF THE SELLERS' REPRESENTS AND WARRANTS
THAT THE COMPANY SHALL BE ABLE TO CONTINUE TO OPERATE THE TRUCK STOP, WITHOUT
CHANGE AND WITHOUT BEING SUBJECT TO ANY LIENS, INDEBTEDNESS OR CLAIMS OF ANY
NATURE, ON THE SAME BASIS AS IT WAS OPERATED PRIOR TO THE CLOSING DATE.
3.21
TAX MATTERS.
THE PURCHASER SHALL HAVE NO LIABILITY FOR OR EXPOSURE
TO ANY TAXES ARISING FROM THE OPERATION(S) OF THE COMPANY OR THE ACQUIRED ASSETS
PRIOR TO THE CLOSING DATE.
ALL NECESSARY AND REQUIRED TAX RETURNS HAVE BEEN
TIMELY FILED AND ARE CORRECT IN ALL MATERIAL RESPECTS AS TO THE AMOUNT OF ANY
TAX OWED AND HAVE BEEN PREPARED IN COMPLIANCE WITH ALL APPLICABLE LAWS AND
REGULATIONS IN ALL RESPECTS; THE COMPANY HAS PAID ALL TAXES DUE AND OWING BY IT
(WHETHER