THE PURCHASER 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 PURCHASER IS NOT
IN VIOLATION OF ANY OF THE PROVISIONS OF ITS ARTICLES OF INCORPORATION OR
BY-LAWS.
(B)
PURCHASER HAS TAKEN ALL ACTION NECESSARY FOR THE DUE
AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND ITS
RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.
UPON EXECUTION AND DELIVERY BY
PURCHASER AND SELLERS, THIS AGREEMENT SHALL CONSTITUTE THE VALID AND LEGALLY
BINDING OBLIGATION OF PURCHASER IN ACCORDANCE WITH ITS TERMS.
(C)
THERE ARE NO CLAIMS FOR BROKERAGE COMMISSIONS OF 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 PURCHASER THAT WILL
BECOME A LIABILITY OF THE SELLER, AND PURCHASER AGREES TO INDEMNIFY AND HOLD
SELLERS HARMLESS AGAINST ANY COSTS OR DAMAGES INCURRED AS A RESULT OF ANY SUCH
CLAIM.
16
(D)
EXECUTION AND DELIVERY BY PURCHASER OF THIS AGREEMENT, PERFORMANCE
BY PURCHASER OF ITS RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT AND CONSUMMATION
BY PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT DO NOT REQUIRE
PURCHASER TO OBTAIN ANY CONSENT, APPROVAL OR ACTION BY, OR MAKE ANY FILING WITH
OR GIVE ANY NOTICE TO, ANY PERSON, EXCEPT SUCH AS HAVE BEEN DULY OBTAINED OR
MADE, AS THE CASE MAY BE, AND ARE IN FULL FORCE AND EFFECT, AND ROUTINE FILINGS
WITH REGULATORY AUTHORITIES.
ARTICLE V
CONDITIONS PRECEDENT
5.1
CONDITIONS TO THE PURCHASER'S OBLIGATIONS.
THE OBLIGATION OF THE
PURCHASER TO PURCHASE THE SHARES AND THE TRACT B-2 AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT SHALL BE EXPRESSLY SUBJECT TO THE
SATISFACTION AND FULFILLMENT, AT OR BEFORE THE CLOSING, OF EACH OF THE FOLLOWING
CONDITIONS PRECEDENT AND ANY OTHER CONDITIONS STATED ELSEWHERE IN THIS
AGREEMENT.
(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
OR THE ACQUIRED ASSETS AND/OR THE OPERATION OF DEVICES AT THE TRUCK STOP.
(B)
THE REPRESENTATIONS AND WARRANTIES OF EACH SELLER SET FORTH IN
THIS AGREEMENT AND THE EXHIBITS, SCHEDULES, ATTACHMENTS, DOCUMENTS,
CERTIFICATES, FINANCIAL STATEMENTS OR OTHER ITEMS PREPARED OR SUPPLIED TO THE
PURCHASER BY OR ON BEHALF OF ANY SELLER OR THE COMPANY SHALL BE TRUE AND CORRECT
IN ALL RESPECTS ON THE CLOSING DATE WITH THE SAME EFFECT AS THOUGH ALL SUCH
ITEMS HAD BEEN MADE ON AND AS OF SUCH DATE, AND EACH SELLER SHALL DELIVER, AS A
PART OF THE CLOSING HEREUNDER, TO THE PURCHASER A CERTIFICATE CERTIFYING SUCH