OR
IDENTIFYING ANY CHANGES AS OF THE CLOSING DATE.
(C)
THE PURCHASER SHALL HAVE RECEIVED A GOOD STANDING CERTIFICATE FOR
THE COMPANY DATED WITHIN FIFTEEN (15) DAYS PRIOR TO THE CLOSING DATE.
(D)
THE ACQUIRED ASSETS SHALL BE IN GOOD PHYSICAL AND OPERATING
CONDITION, EXCEPTING NORMAL WEAR AND TEAR ONLY, AS EXISTED ON THE AGREEMENT
DATE.
NO DAMAGE OR CASUALTY SHALL HAVE OCCURRED TO THE ACQUIRED ASSETS, DEVICES
OR OPERATIONS OF THE COMPANY PRIOR TO THE CLOSING DATE.
(E)
PURCHASER SHALL HAVE RECEIVED A LEGAL OPINION, IN THE FORM OF
EXHIBIT D ATTACHED HERETO, FROM LEGAL COUNSEL FOR THE SELLERS.
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(F)
AS OF THE CLOSING DATE, THERE SHALL BE NO ADVERSE CHANGE IN THE
OPERATING RESULTS, OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS,
EMPLOYEE RELATIONS OR CUSTOMER OR SUPPLIER RELATIONS OF THE COMPANY OR THE
ACQUIRED ASSETS, AS APPLICABLE.
(G)
THE PURCHASER SHALL HAVE RECEIVED FROM EACH SELLER AS APPROPRIATE
EACH OF THE INSTRUMENTS AND OTHER DOCUMENTS REFERRED TO ELSEWHERE IN THIS
AGREEMENT.
(H)
ALL MANAGERS, DIRECTORS AND OFFICERS OF THE COMPANY SHALL HAVE
RESIGNED EFFECTIVE AS OF MIDNIGHT ON THE CLOSING DATE AND THE PURCHASER SHALL
HAVE RECEIVED FROM EACH MANAGER, DIRECTOR AND OFFICER THE WRITTEN RESIGNATION
DESCRIBED ABOVE.
(I)
EACH SELLER AGREES THAT ON OR PRIOR TO THE CLOSING DATE, THEY
SHALL, AS APPLICABLE, HAVE EXECUTED A PURCHASE AGREEMENT BETWEEN THE COMPANY AND
SOUTHERN TRADING CORPORATION, OR ANY OTHER DESIGNEE OF THE PURCHASER,
TRANSFERRING TO SOUTHERN TRADING CORPORATION, OR SUCH OTHER DESIGNEE, ALL OF THE
LISTED DEVICES AS OF THE CLOSING DATE.
5.2
CONDITIONS TO THE SELLERS' OBLIGATIONS.
THE OBLIGATION OF EACH
SELLER TO SELL THE SHARES AND THE TRACT B-2 TO THE PURCHASER SHALL BE SUBJECT TO
THE SATISFACTION AND FULFILLMENT, AT OR BEFORE THE CLOSING, OF THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
THERE SHALL BE NO CAUSE OF ACTION, ORDER OR PRELIMINARY OR
PERMANENT INJUNCTION ENTERED, PENDING OR THREATENED IN ANY ACTION OR PROCEEDING
BEFORE ANY UNITED STATES FEDERAL OR STATE COURT OR AGENCY, OR ANY FOREIGN COURT,
OF COMPETENT JURISDICTION OR GOVERNMENTAL AUTHORITY (WHICH HAS JURISDICTION OVER
THE ENFORCEMENT OF ANY APPLICABLE LAWS) ENJOINING OR THREATENING, IN WHOLE OR IN
PART, THE COMPANY'S CURRENT OPERATIONS, MAKING ILLEGAL OR PROHIBITING THE
CONSUMMATION OF THE TRANSACTIONS HEREUNDER, INCLUDING THE TRANSFER OF THE
SHARES, THE ACQUIRED ASSETS AND/OR THE OPERATION OF DEVICES AT THE TRUCK STOP;
(B)
PURCHASER HAS TIMELY DELIVERED OR CAUSED TO BE DELIVERED THE
PURCHASE PRICE AND THE TRACT B-2 PURCHASE PRICE, PLUS OR MINUS ANY APPLICABLE
PRORATIONS HEREUNDER, TO THE TITLE COMPANY;
(C)
PURCHASER SHALL HAVE PERFORMED ALL OBLIGATIONS AND COMPLIED WITH
ALL AGREEMENTS AND COVENANTS REQUIRED HEREUNDER TO BE PERFORMED BY PURCHASER ON
OR BEFORE THE CLOSING DATE;
(D)
PURCHASER'S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN
ANY DOCUMENTS FURNISHED TO THE SELLERS ON OR PRIOR TO THE CLOSING DATE SHALL BE
TRUE AND CORRECT IN ALL RESPECTS AS OF THE CLOSING DATE;
(E)
THE TITLE COMPANY HAS CONFIRMED TO SELLERS THAT THE TITLE COMPANY
IS UNCONDITIONALLY PREPARED TO DISBURSE THE PURCHASE PRICE