Stop") located in Bayou Vista, Louisiana. Seller's continued ownership and
operation of the Hollywood Truck Stop shall not be a violation of the foregoing
"obligation not to do" and shall be the sole exception thereto.
11.22
Time of the Essence. TIME IS OF THE ESSENCE WITH
RESPECT TO EACH PROVISION OF THIS AGREEMENT. The parties acknowledge and agree
that the preceding sentence is a central, indispensable element of this
Agreement.
11.23
Force Majure. Any time period or obligation to timely
perform imposed upon any party hereunder shall be extended as necessary when
performance of such obligation(s) is rendered impossible or unreasonably
difficult as a result of any acts of God, war, labor strikes or unrest, weather,
acts of terrorism, general disruptions to the economy or day-to-day operations
of the government of the Parish of Lafourche, the State of Louisiana or the
United States of America which make conducting business unreasonably difficult
or impossible.
11.24
SUBMISSION TO JURISDICTION AND VENUE, CONSENT TO
SERVICE OF PROCESS, ETC. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PURCHASER AND EACH OF THE SELLING PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY:
(A)
AGREES THAT ANY ACTION, SUIT OR PROCEEDING BY
ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT, THE TRANSFER CONTEMPLATED
HEREIN OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT IN CONNECTION
WITH ANY OF THE FOREGOING (COLLECTIVELY, "RELATED LITIGATION") TO WHICH EITHER
IS OR MAY BE A PARTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION SITTING IN BATON ROUGE, LOUISIANA,
38
AND SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND AGREES NOT TO BRING ANY
RELATED LITIGATION IN ANY OTHER FORUM;
(B)
ACKNOWLEDGES THAT SUCH COURTS WILL BE THE
MOST CONVENIENT FORUM FOR ANY RELATED LITIGATION, WAIVES ANY OBJECTION TO THE
LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, WAIVES ANY
CLAIM THAT ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM, AND WAIVES ANY RIGHT TO OBJECT, WITH RESPECT TO ANY
RELATED LITIGATION, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER IT; AND
(C)
CONSENTS AND AGREES TO SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY
REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS FOR
NOTICES DESCRIBED IN THIS AGREEMENT, AND CONSENTS AND AGREES THAT SUCH SERVICE
SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING
HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER
MANNER PERMITTED BY LAW).
11.25
JURY WAIVER
TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PURCHASER AND EACH OF THE SELLING PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES THEIR RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS,
CAUSES OF ACTION OR SUITS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS
AGREEMENT.
11.26
Use of storage building located on the Premises. For
not more than six (6) calendar months following the Closing Date, Purchaser
shall permit the Seller,