TERMINATION OF THE PURCHASER UNDER THIS AGREEMENT, IF AT ANY TIME PRIOR TO
THE CLOSING, ANY OF THE STUDIES, INSPECTIONS, AUDITS, REVIEWS OR OTHER
ACTIVITIES PERFORMED PURSUANT TO SECTION 2.9, OR ANY OTHER INFORMATION
(INCLUDING INFORMATION RELATED TO ANY PERMITS OR THE PURCHASER'S FINANCING O F
THE TRANSACTIONS CONTEMPLATED HEREIN), HOWEVER GATHERED OR OBTAINED, SHALL
REVEAL INFORMATION OR CONDITIONS UNACCEPTABLE TO THE PURCHASER, IN ITS SOLE
DISCRETION, THEN PURCHASER SHALL HAVE THE OPTION TO TERMINATE THIS AGREEMENT.
UPON RECEIPT OF SUCH NOTICE, THIS AGREEMENT SHALL TERMINATE AND THEREAFTER BE
NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers, jointly and severally, represent and warrant to Purchaser that:
3.1
CORPORATE ORGANIZATION AND CAPITALIZATION.
(A)
THE COMPANY IS DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF LOUISIANA AND IS QUALIFIED TO DO BUSINESS IN
EVERY JURISDICTION IN WHICH ITS OWNERSHIP OF PROPERTY OR THE CONDUCT OF BUSINESS
REQUIRES IT TO QUALIFY.
THE COMPANY POSSESSES ALL REQUISITE POWER AND
AUTHORITY, AND ALL LICENSES, PERMITS AND AUTHORIZATIONS NECESSARY, TO OWN AND
OPERATE ITS PROPERTIES, TO CARRY ON ITS BUSINESSES AS NOW CONDUCTED AND TO CARRY
OUT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE COMPANY IS NOT IN
VIOLATION OF ANY OF THE PROVISIONS OF ITS ARTICLES OF INCORPORATION OR BY-LAWS.
(B)
THE COMPANY OWNS ONE HUNDRED PERCENT (100%) OF ALL RIGHT, TITLE
AND INTEREST TO THE ACQUIRED ASSETS, EXCEPTING ONLY TRACT B-2, WITH FULL,
UNENCUMBERED POWER AND AUTHORITY TO CONVEY THE SAME.
THE ACQUIRED ASSETS ARE
ALL OF THE ASSETS USED IN OR NECESSARY FOR THE OPERATION OF THE COMPANY AND THE
TRUCK STOP AND ALL OF THE TRUCK STOP'S OPERATIONS ARE OWN ONE HUNDRED PERCENT
(100%) BY THE COMPANY.
(C)
THE SHARES CONSTITUTE ONE HUNDRED PERCENT (100%) OF THE ISSUED AND
OUTSTANDING COMMON STOCK OF THE COMPANY.
THE SELLERS COLLECTIVELY OWN ONE
HUNDRED PERCENT (100%) OF THE SHARES FREE AND CLEAR OF ANY LIENS OR
INDEBTEDNESS.
AS OF THE CLOSING, NEITHER THE COMPANY NOR ANY SELLER SHALL HAVE
ANY CONTRACTUAL OBLIGATIONS INVOLVING ANY PROFIT PARTICIPATION FEATURES, NOR
SHALL IT OR THEY HAVE OUTSTANDING ANY RIGHTS OR OPTIONS TO SUBSCRIBE FOR OR TO
PURCHASE ANY SHARES OR ANY SECURITIES OR INVESTMENTS CONVERTIBLE INTO OR
EXCHANGEABLE FOR SHARES.
AS OF THE CLOSING, THE COMPANY SHALL NOT BE SUBJECT TO
ANY OBLIGATION (CONTINGENT OR OTHERWISE) TO REPURCHASE OR OTHERWISE ACQUIRE OR
RETIRE ANY SHARES.
THE COMPANY HAS ONLY ONE CLASS OF COMMON STOCK.
OTHER THAN
THE SHARES, THERE ARE NO OTHER INVESTMENTS IN THE COMPANY.
(D)
EACH SELLER IS NOW AND WILL BE THE SOLE, FULL LEGAL AND BENEFICIAL
OWNER OF THE SHARES, AS SET FORTH ON SCHEDULE 3.1(D), WITH FULL AND ABSOLUTE
RIGHT AND POWER TO SELL, ASSIGN AND TRANSFER THE SAME.
AFTER GIVING EFFECT TO
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
8
THIS AGREEMENT, THE PURCHASER WILL OWN THE SHARES FORMERLY OWNED BY EACH SELLER
FREE AND CLEAR OF ANY LIEN OR INDEBTEDNESS AND THE PURCHASER