LITIGATION OR INVESTIGATION IS PENDING OR THREATENED
CONCERNING OR INVOLVING ANY BENEFIT AGREEMENTS; AND NO UNFUNDED LIABILITY OR
ACCUMULATED FUNDING DEFICIENCY EXISTS UNDER OR WITH RESPECT TO BENEFIT
AGREEMENTS WHICH HAS NOT BEEN PROPERLY REFLECTED ON THE FINANCIAL STATEMENTS.
3.14
TITLE TO ASSETS.
THE COMPANY HAS GOOD AND MERCHANTABLE TITLE TO
ALL OF ITS ASSETS AND, EXCLUDING ONLY TRACT B-2, TO THE ACQUIRED ASSETS.
EXCEPT
AS SET FORTH ON SCHEDULE 3.14, NONE OF THE COMPANY'S ASSETS NOR THE ACQUIRED
ASSETS ARE SUBJECT TO ANY MORTGAGE, PLEDGE, LIEN, SECURITY INTEREST, LEASE,
ENCUMBRANCE, INDEBTEDNESS OR CHARGE EXCEPT FOR ACCRUED TAXES NOT YET DUE AND
PAYABLE.
3.15
CONDITION OF TANGIBLE PROPERTY.
EACH OF THE ACQUIRED ASSETS IS IN
GOOD OPERATING CONDITION AND REPAIR, NORMAL WEAR AND TEAR EXCEPTED.
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3.16
BROKERAGE.
THERE ARE NO CLAIMS FOR BROKERAGE COMMISSIONS OR
FINDER'S FEES OR SIMILAR COMPENSATION IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT BASED ON ANY ARRANGEMENT MADE BY OR ON BEHALF OF
THE COMPANY OR THE SELLERS FOR WHICH THE PURCHASER OR THE COMPANY SHALL HAVE
LIABILITY FOLLOWING THE CLOSING, AND SELLERS AGREE TO INDEMNIFY AND HOLD
PURCHASER AND THE COMPANY HARMLESS AGAINST ANY COSTS OR DAMAGES INCURRED AS A
RESULT OF ANY SUCH CLAIM.
3.17
ENVIRONMENTAL MATTERS.
EXCEPT AS LISTED ON SCHEDULE 3.17 HERETO,
(A)
THE OPERATIONS OF THE COMPANY COMPLY IN ALL RESPECTS WITH ALL
ENVIRONMENTAL AND SAFETY REQUIREMENTS EXCEPT WHERE ANY NONCOMPLIANCE SHALL NOT
HAVE AN ADVERSE EFFECT ON THE CONDITION (FINANCIAL OR OTHERWISE), AFFAIRS OR
BUSINESS OPERATIONS OF THE COMPANY OR THE ACQUIRED ASSETS;
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND
EACH SELLER HAVE OBTAINED AND COMPLIED WITH, AND ARE IN COMPLIANCE, IN ALL
RESPECTS, WITH ALL PERMITS, LICENSES AND OTHER AUTHORIZATIONS THAT MAY BE
REQUIRED PURSUANT TO ENVIRONMENTAL AND SAFETY REQUIREMENTS FOR THE OCCUPATION
AND OPERATION OF THE TRUCK STOP, INCLUDING, BUT NOT LIMITED TO, THE SALE AND
STORAGE OF FUEL AND FUEL OIL; A LIST OF ALL SUCH PERMITS, LICENSES AND OTHER
AUTHORIZATIONS IS SET FORTH ON SCHEDULE 3.17(B);
(C)
NEITHER THE COMPANY, NOR ITS CURRENT PROPERTY OR OPERATIONS ARE
SUBJECT TO ANY ORDER FROM OR AGREEMENT WITH ANY GOVERNMENTAL AUTHORITY OR THIRD
PARTY RESPECTING (I) THE FAILURE OF THE COMPANY TO COMPLY WITH ANY ENVIRONMENTAL
AND SAFETY REQUIREMENTS OR ANY REMEDIAL ACTION OR (II) ANY ENVIRONMENTAL
LIABILITIES AND COSTS ARISING FROM A VIOLATION OR ALLEGED VIOLATION OF ANY
ENVIRONMENTAL AND SAFETY REQUIREMENTS EXCEPT FOR THOSE ORDERS AND AGREEMENTS
WITH WHICH THE COMPANY HAS COMPLIED AND ARE LISTED ON SCHEDULE
3.17(C);
(D)
NEITHER THE COMPANY NOR ITS OPERATIONS IS SUBJECT TO ANY JUDICIAL
OR ADMINISTRATIVE PROCEEDING ALLEGING A VIOLATION OF ANY ENVIRONMENTAL AND
SAFETY REQUIREMENT AND NO SELLER HAS RECEIVED ANY NOTICE (WHETHER ORAL OR
WRITTEN) RELATED TO THE SAME NOR TO THE BEST OF ANY THE SELLER'S KNOWLEDGE IS
THERE ANY REASON OR GROUNDS FOR THE SAME;
(E)
NONE OF THE CURRENT OR PAST OPERATIONS OF THE COMPANY IS SUBJECT
OF ANY INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY EVALUATING WHETHER ANY