OF ANY KIND WHATSOEVER
(INCLUDING ANY CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENT OR LEASE IN
THE NATURE THEREOF), ANY SALE OF RECEIVABLES WITH RECOURSE AGAINST THE COMPANY,
ANY FILING OF OR AGREEMENT TO FILE A FINANCING STATEMENT AS DEBTOR UNDER THE
UNIFORM COMMERCIAL CODE OR ANY SIMILAR STATUTE OTHER THAN TO REFLECT OWNERSHIP
BY A THIRD PARTY OF PROPERTY LEASED TO THE COMPANY OR ANY SELLER FOR USE IN THE
TRUCK STOP UNDER A LEASE WHICH IS NOT IN THE NATURE OF A CONDITIONAL SALE OR
TITLE RETENTION AGREEMENT.
1.23
"LISTED DEVICES" SHALL MEAN THOSE DEVICES LISTED ON SCHEDULE 1.23.
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1.24
"PERSON" SHALL MEAN AN INDIVIDUAL, PARTNERSHIP, LIMITED LIABILITY
COMPANY, CORPORATION, TRUST OR UNINCORPORATED ORGANIZATION AND A GOVERNMENT OR
AGENCY OR POLITICAL SUBDIVISION THEREOF.
1.25
"PURCHASE PRICE" SHALL MEAN A SUM EQUAL TO FIVE MILLION SIX HUNDRED
THOUSAND AND NO/100 ($5,600,000.00) DOLLARS.
1.26
"REQUIRED INVENTORY LEVELS" SHALL MEAN THAT AT THE CLOSING THERE
SHALL EXIST AT THE TRUCK STOP SUFFICIENT INVENTORIES OF FUEL, FOOD AND
CONVENIENCE STORE-TYPE ITEMS AS ARE APPROPRIATE FOR THE NATURE AND SCOPE OF THE
COMPANY'S OPERATIONS; PROVIDED, HOWEVER, IN NO EVENT, SHALL THE AMOUNT OF THE
COMPANY'S INVENTORY FOR ANY ITEM OF INVENTORY, INCLUDING, BUT NOT LIMITED TO
FUEL, FOOD OR CONVENIENCE ITEMS, BE LESS THAN THE AVERAGE AMOUNT OF INVENTORY
FOR THAT ITEM AT ANY TIME DURING THE PRECEDING TWELVE (12) MONTH PERIOD.
1.27
"SCHEDULES" SHALL MEAN THE SCHEDULES ATTACHED TO AND REFERRED TO IN
THIS AGREEMENT, EACH OF WHICH IS INCORPORATED HEREIN AS IF FULLY REWRITTEN
HEREIN.
1.28
"SECURITIES ACT" SHALL MEAN THE SECURITIES ACTS OF 1933 AND 1934,
AS AMENDED, OR ANY SIMILAR FEDERAL LAW THEN IN FORCE.
1.29
"SHARES" SHALL MEAN THE ONE HUNDRED (100) ISSUED AND OUTSTANDING
SHARES OF THE COMPANY'S COMMON STOCK WHICH ARE ALL OF THE OUTSTANDING AND ISSUED
COMMON STOCK OF THE COMPANY.
1.30
"STATE" SHALL MEAN THE STATE OF LOUISIANA.
1.31
"TAX" OR "TAXES" MEANS ANY FEDERAL, STATE, COUNTY, PARISH, LOCAL,
FOREIGN OR OTHER INCOME, GROSS RECEIPTS, AD VALOREM, FRANCHISE, PROFITS, SALES
OR USE, TRANSFER, REGISTRATION, EXCISE, UTILITY, GAMING, ENVIRONMENTAL,
COMMUNICATIONS, REAL OR PERSONAL PROPERTY, CAPITAL STOCK, MEMBERSHIP INTEREST,
LICENSE, PAYROLL, WAGE OR OTHER WITHHOLDING, EMPLOYMENT, SOCIAL SECURITY,
SEVERANCE, STAMP, OCCUPATION, ALTERNATIVE OR ADD-ON MINIMUM, ESTIMATED AND OTHER
TAXES OR FEES OF ANY KIND WHATSOEVER (INCLUDING DEFICIENCIES, PENALTIES,
ADDITIONS TO TAX OR FEES, AND INTEREST ATTRIBUTABLE THERETO) WHETHER DISPUTED OR
NOT.
1.32
"TAX RETURN" MEANS ANY RETURN, INFORMATION REPORT OR FILING WITH
RESPECT TO TAXES, INCLUDING ANY SCHEDULES ATTACHED THERETO AND ANY AMENDMENT
THEREOF.
1.33
"TITLE COMPANY" SHALL MEAN LAWYERS TITLE INSURANCE CORPORATION OF
BATON ROUGE, LOUISIANA.
1.34
"TRACT A" SHALL MEAN THAT TRACT OF LAND IDENTIFIED AS "TRACT A" ON
THAT CERTAIN ALTA SURVEY PREPARED BY C. MISTRIC SURVEYORS, INC., DATED
, A COPY OF WHICH IS INCLUDED HEREIN AS PART OF EXHIBIT B.
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1.35
"TRACT B-2" SHALL MEAN THAT TRACT OF LAND IDENTIFIED AS "TRACT B-2"
ON THAT CERTAIN ALTA SURVEY PREPARED BY C. MISTRIC SURVEYORS, INC., DATED
, A