ASSET PURCHASE AGREEMENT
THIS AGREEMENT is hereby made this, November 16, 1998 by and among BANNER
Advertising, Inc., a Texas corporation (individually "BANNER"), FARIS OUTDOOR
ADVERTISING, INC., a Texas corporation (individually "FOA"), Xxxxxx X. XXXXX,
III, an individual (individually "FARIS"), and Xxxxxx X. XXXXXXX, an individual
(individually "XXXXXXX"), and XXXXXX Outdoor Advertising & Travel Centers
Incorporated, a Nevada corporation ("XXXXXX"). BANNER, FOA, FARIS and XXXXXXX
are collectively referred to herein as the "SELLER".
Purpose of Agreement
XXXXXX desires to purchase and SELLER desires to sell certain tangible and
intangible assets that comprise a certain portion of SELLER's business engaged
in outdoor advertising. Therefore, in consideration of the premises and of the
mutual representations, warranties herein contained, the parties hereby agree as
follows:
Terms and Conditions
Purchase Price
The purchase price shall be Two Million Five Hundred Thousand and No/100 Dollars
($2,500,000.00).
In addition to the amount specified above, at closing an adjustment of the
purchase price listed above shall be made for:
(a) an amount equal to the amount of any prepaid rents, leases, permits and
taxes as specified in attached Exhibit E and incorporated for all purposes
herein. This amount will be paid by XXXXXX to SELLER, but will be reduced
by the amount of any prepaid advertising rents received by SELLER and
further reduced by XXXXXX'x prorated share (prorated by day as of Closing
date) of the current month's revenue billed in advance by SELLER; and
(b) an amount equal to the amount of current accounts receivable will be
paid by XXXXXX to SELLER provided that SELLER guarantees the collection of
such accounts receivable within ninety (90) days of Closing. SELLER hereby
agrees to make immediate cash payment to XXXXXX, upon XXXXXX'x request, of
the amount of any such account receivable not collected within ninety (90)
days of Closing, save and except any amount of such account receivable
attributable to "current month's revenue" previously prorated to XXXXXX
pursuant to subparagraph (a) immediately preceding.
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As additional consideration for XXXXXXX'x agreement to sell his assets covered
by this Agreement, XXXXXX has agreed, and does agree, to indemnify XXX XXXXXXX
COMPANY, INC. (individually "BSC"), a Texas corporation, as is provided in the
paragraphs on "Indemnification" contained hereafter.
The purchase price, the indemnity of Xxx Xxxxxxx Company, Inc., as provided
herein, and payments noted above, shall be the sole considerations paid by
XXXXXX under this agreement.
Date of Closing
The parties contemplate that Closing shall take place on November 16, 1998. If
Closing does not occur by that date, it will occur as soon thereafter as XXXXXX
is able to complete its due diligence investigation. The parties agree that
XXXXXX'x obligation to complete this purchase is contingent upon XXXXXX being
satisfied, in its sole discretion, that all representations made to it
concerning SELLER's assets are true; that the financial condition, books, and
accounts of SELLER are sound; that the land leases, easements, outdoor
advertising permits and advertising contracts are of satisfactory condition to
XXXXXX; and that the value of the assets being transferred is not less than the
purchase price. Transfer of Assets to XXXXXX, and Transfer of Funds to SELLER
shall take place on November 16, 1998.
Transfer of Assets
At closing, SELLER will sell, transfer, assign, convey and deliver to XXXXXX
free and clear of any liens, debts, or encumbrances, save and except any liens
or encumbrances affecting the underlying fee title estate on the real property
subject of the land leases and/or easements for the sign sites, and XXXXXX will
purchase, accept and acquire from SELLER all of the Assets listed in Exhibit A
attached hereto and incorporated for all purposes herein.
Instruments of Transfer
(a) SELLER Deliveries. At the closing, SELLER shall deliver to XXXXXX:
i. A xxxx of sale transferring to XXXXXX title to the Assets as
provided herein, in form and substance acceptable to XXXXXX and
SELLER;
ii. Form(s) from SELLER to the Texas Department of Transportation
regarding transfer of the outdoor advertising permits from SELLER
to XXXXXX.
iii. Assignment of land lease agreements and/or easements pertinent to
sign sites located on property owned by third parties (See
attached Exhibit G);
iv. Such other bills of sale, titles and other instruments of
assignment, transfer and conveyance as XXXXXX shall reasonably
request, in recordable form, where appropriate, and properly
executed, evidenced and notarized where appropriate in such form
as shall be necessary or appropriate to vest in XXXXXX good title
to the Assets.
v. Advertising contracts for all current advertisers.
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(b) XXXXXX'x Deliveries. At the closing, XXXXXX shall deliver to SELLER:
i. Immediately available funds to one or more accounts designed by
SELLER for the purchase price as specified herein;
ii. Checks in an amount sufficient to pay the net amount due for
items listed in Exhibit E.
(c) Other Transfer Instruments. Following the Closing, at the request of
XXXXXX, SELLER shall deliver any further Instruments and take all
reasonable action as may be necessary or appropriate to vest in XXXXXX
all of SELLER's title to the assets. This will specifically include
all historical and current files and documentation related to
structures, advertisers, permits, licenses, lighting and any other
pertinent data.
Assumption of Liabilities
It is expressly understood and agreed by the parties hereto that except as
is otherwise provided herein to the contrary, XXXXXX assumes no debts,
liabilities (including tax liabilities) or obligations (contractual or
otherwise) of SELLER or any other debts, liabilities or obligations related
to the conduct of SELLER's business arising prior to Closing. XXXXXX shall
assume SELLER's obligations pursuant to the advertising contracts, land
leases, easements, outdoor advertising permits and any other of SELLER's
assets purchased by XXXXXX that accrue after the Closing so long as such
accrual was not as a result of a default thereunder by SELLER for which
SELLER will continue to be responsible. XXXXXX agrees to hold harmless and
indemnify SELLER from any actions brought as a result of an breach by
XXXXXX of the obligations assumed pursuant to the previous sentence.
Representations and Warranties
SELLER represents and warrants to XXXXXX as of the date hereof and on the
closing date as follows (all representations and warranties being joint and
several):
(a) Authority. SELLER has the legal authority to sell, transfer, and
deliver to XXXXXX the tangible and intangible assets of the SELLER's
outdoor advertising business.
(b) Title. SELLER has good and indefeasible title to all properties,
assets and leasehold estates, real and personal, tangible and
intangible, to be transferred pursuant to this Agreement subject to no
mortgage, pledge, lien, conditional sales agreement, encumbrance or
charge except for mortgages, liens or encumbrances on the real
property fee simple estates of the ground lessors and liens to be
released at Closing.
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(c) Insurance. SELLER carries insurance, which it believes to be adequate
in character and amount, with reputable insurers in respect of assets
being acquired and such insurance policies are still in full force and
effect, and shall be in effect without interruption until closing has
occurred.
(d) Violations, Suits, Claims, etc. To the best of SELLER's actual
knowledge, SELLER is not in default under any law or regulation, or
under any order of any court or federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality wherever located, and to SELLER's actual knowledge and
belief there are (1) no claims, actions, suits or proceedings
instituted or filed and (2) no claims actions, suits or proceedings
threatened presently or which in the future may be threatened or
asserted against or affecting SELLER at law or in equity, or before or
by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality wherever located,
and (3) there are no potential claims, demands, liens, encumbrances,
or debts with regard to the assets that are the subject of this sale
or that may create for XXXXXX any environmental or regulatory
liability, except as have been previously disclosed to XXXXXX.
(e) Tax Returns. SELLER has filed or will file all requisite federal,
state and other tax returns due for all fiscal periods ended on or
before the date of this agreement. There are no claims against SELLER
for federal, state or other taxes for any period or periods to and
including the date of this agreement.
(f) Authorizations and Enforceability. SELLER has all requisite power and
authority to execute, deliver and perform this Agreement and the other
agreements and instruments delivered pursuant hereto and to consummate
the transactions contemplated hereby. This Agreement and the other
agreements and instruments delivered pursuant hereto have been duly
and validly authorized, executed and delivered by SELLER and
constitutes the valid and binding obligations of SELLER, fully
enforceable in accordance with their terms.
(g) Effect of Agreement. To the best of SELLER's actual knowledge, the
execution, delivery and performance of this Agreement by SELLER and
the consummation of the transactions contemplated hereby will not,
with or without the giving of notice or the lapse of time, or both:
(a) violate any material provision of law, statute, rule or regulation
to which SELLER is subject; (b) violate any judgment, order, writ or
decree of any court, arbitrator or governmental agency applicable to
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SELLER; or (c) result in a material breach of or material conflict
with any term, covenant, condition or provision of, result in the
modification or termination of, constitute a material default under,
or result in the creation or imposition of, any lien, security
interest, charge or encumbrance upon any of the Assets pursuant to any
charter, bylaw, commitment, contract or other agreement or instrument,
to which SELLER is a party or by which any of its Assets is bound.
(h) Permits, Licenses, Compliance with Applicable Laws and Court Orders.
SELLER has all requisite power and authority, and all permits,
licenses and approvals of governmental and administrative authorities,
to own, lease and operate its properties and to carry on its business
as presently conducted; all such permits, licenses and approvals
material to the conduct of the business of SELLER are in full force
and effect. To the best of SELLER's actual knowledge, SELLER's conduct
of its business does not materially violate or infringe any applicable
law, statute, ordinance or regulation. To the best of SELLER's actual
knowledge, SELLER is not in default in any respect under any
executive, legislative, judicial, administrative or private (such as
arbitration) ruling, order, writ, injunction or decree.
(i) Financial Information. All financial information relating to the
Assets or the business and provided to XXXXXX by SELLER have been
prepared from the books and records of SELLER and fairly and
accurately present the financial condition of SELLER and the business
relating to the Assets as of the date of such information.
(j) Agreements, Plans, Arrangements, etc. Except as set forth in Exhibit
A, none of the Assets are bound or affected by, any oral or written:
(1) lease agreement (whether as lessor or lessee) relating to real or
personal property;
(2) license agreement, assignment or other contract (whether as
licensor or licensee, assignor or assignee) relating to
trademarks, trade names, patents, copyrights (or applications
therefor);
(3) agreement with any business broker with respect to this
transaction;
(4) agreement with any supplier, distributor, franchisor, dealer,
sales agent or representative;
(5) joint venture or partnership agreement with any other person;
(6) agreement with any bank, factor, finance company or similar
organization regarding the financing of accounts receivable or
other extensions of credit;
(7) agreement granting any lien, security interest or mortgage on any
Asset or other property of SELLER, including, without limitation,
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any factoring agreement for the assignment of accounts
receivable, other then encumbrances that will be released at
Closing;
(8) agreement for the Construction or modification of any Asset or
leasehold interest of SELLER;
(9) agreement with any employee, consultant, or independent
contractor providing personal services to SELLER.
(k) Acquisition Agreements. There are no agreements relating to the
acquisition of the business or Assets of SELLER to which SELLER is
presently a party, other than this Agreement.
(l) Status of Real Property. SELLER has not received any notice of
noncompliance with respect to real property on which any of the Assets
are located (the "Real Property") with any applicable statutes, laws,
codes, ordinances, regulations or requirements relating to fire,
safety, health or environmental matters or noncompliance with any
covenants, conditions and restrictions (whether or not of record) or
local, municipal, regional, state or federal requirements or
regulations. To the best of SELLER's actual knowledge, there has been
no release or discharge on or under the Real Property by SELLER of any
toxic or hazardous substance, material or waste which is or has been
regulated by any governmental or quasi-governmental authority or is or
has been listed as toxic or hazardous under any applicable local,
state or federal law. To the best of the SELLER's actual knowledge,
there are no subsurface or other conditions related to toxic or
hazardous waste affecting the Real Property or any portion or
component thereof, and there are no underground storage tanks located
on the Real Property.
(m) Defects. To the best of SELLER's actual knowledge, there are no
structural or operational defects in any of the Assets. SELLER
acknowledges that to the best of SELLER's actual knowledge all signs
were constructed and installed to normal industry standards by
qualified and licensed manufacturers and installers.
(n) Leases Current. All obligations of the SELLER under all existing lease
agreements which are required by such agreements to have been
performed by SELLER have been fulfilled by the respective SELLER,
including the payment by the respective SELLER of all lease payments
due and payable through the date hereof.
(o) Permits Current. All payments due and payable for required permits
from governmental bodies have through the date hereof been fulfilled
by the respective SELLER.
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XXXXXX represents and warrants to SELLER as of the date hereof and the Closing
date as follows:
(a) Organization. XXXXXX is a validly existing corporation organized under
the laws of the State of Nevada and has all requisite corporate power
and authority to own, operate and lease its properties and assets.
(b) Authority. XXXXXX has full corporate power, authority and legal rights
to execute and deliver, and to perform its obligations under this
Agreement, and has taken all necessary action to authorize the
purchase hereunder on the terms and conditions of this Agreement and
to authorize the execution, delivery and performance of this
Agreement. This Agreement has been duly executed by XXXXXX, and
constitutes a legal, valid and binding obligation of XXXXXX
enforceable in accordance with its terms.
(c) Compliance with Instruments, Consents, Adverse Agreements. Neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will conflict with or result in any
violation of or constitute a default under the articles of
incorporation or the by-laws of XXXXXX, or any Law, Instrument, lien
or other Contract by which XXXXXX is bound. XXXXXX is not a party or
subject to any Contract, or subject to any article or other corporate
restriction or any Law which materially and adversely affect the
business operation, prospects, properties, assets or condition,
financial or otherwise, of XXXXXX.
(d) Litigation. There is no suit, action or litigation, administrative,
arbitration, or other proceeding or governmental investigation pending
or, to the knowledge of XXXXXX, threatened which might, severally or
in the aggregate materially and adversely affect the financial
condition or prospects of XXXXXX or XXXXXX'x ability to acquire the
Assets as contemplated by this Agreement.
(e) Brokers. All negotiations relative to the Agreement and the
transactions contemplated hereby have been carried on by XXXXXX is
such manner without giving rise to any valid claim against SELLER for
a finder's fee, brokerage commission or other like payment.
Conditions to XXXXXX'x Obligations
The obligations of XXXXXX hereunder are subject to the fulfillment, at or
prior to the Closing, of each of the following conditions, any or all of
which may be waived in writing by XXXXXX, in its sole discretion:
(a) Accuracy of Representations and Warranties. Each of the
representations and warranties of SELLER contained in this Agreement
shall be true on and as of the Closing Date with the same force and
effect as though made on and as of the Closing Date, except as
affected by transactions contemplated hereby.
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(b) Performance of Covenants. SELLER shall have performed and complied
with all covenants, obligations and agreements to be performed or
complied with by it on or before the Closing Date pursuant to this
Agreement.
(c) No Litigation or Claims. No claim, action, suit, proceeding,
arbitration, investigation or hearing or notice of hearing shall be
pending or threatened against or affecting SELLER which: (a) might
foreseeably result, or has resulted, either in an action to enjoin or
prevent or delay the consummation of the transactions contemplated by
this Agreement or in such an injunction; or (b) could, in the
determination of XXXXXX, have an adverse effect on the assets to be
transferred hereunder.
(d) No Violations. No material violation of SELLER shall exist, or be
alleged by any governmental authority to exist, of any law, statute,
ordinance or regulation, the enforcement of which would adversely
affect the financial condition, results of operations, properties or
business of SELLER.
(e) Consents and Assignments. SELLER shall have delivered to XXXXXX all
requested consents and assignments of all persons and entities
necessary for the performance of the transactions contemplated by this
Agreement, including the transfer of all assets and the assignment of
leases, and SELLER shall have obtained the consents of: any lender to
SELLER, or, in the alternative, the release of all liens held by such
lender, with respect to the sale and transfer of the assets; and any
other consents of third parties reasonably deemed necessary or
appropriate by XXXXXX.
(f) Satisfactory Completion of Due Diligence. XXXXXX shall be satisfied in
its sole discretion with the content of the final Exhibits hereto and
other related documents for closing and shall otherwise be satisfied
in its sole discretion with the results of its due diligence review,
including the right to terminate this agreement with no penalty in the
event that the land leases, outdoor advertising permits and
advertising contracts are not of satisfactory condition to XXXXXX.
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Indemnification
(a) Indemnification Obligations of SELLER. SELLER shall defend, indemnify,
save and keep harmless XXXXXX and its successors and permitted assigns
against and from any liability, loss, cost, damage, claim, fine,
penalty or expense, including, without limitation, reasonable
attorneys' fee ("Damages"), sustained or incurred by any of them
resulting from or arising out of or by virtue of : (a) any material
inaccuracy in or material breach of any representation and warranty
made by SELLER in the Agreement or in any closing document delivered
to XXXXXX in connection with this Agreement; and/or (b) any breach of
contract on or prior to the Closing arising out of SELLER's ownership
of the Assets; and/or (c) any personal injury and/or property damage
from any accident occurring on or before the Closing arising out of
SELLER's ownership of the billboards.
(b) Indemnification Obligations of XXXXXX. XXXXXX shall defend, indemnify,
save and keep harmless SELLER and BSC and their successors and
permitted assigns against and from all Damages (as defined in
subparagraph (a) immediately preceding) sustained or incurred by any
of them resulting from or arising out of or by virtue of: (a) any
material inaccuracy in or breach of any representation and warranty
made by XXXXXX in this Agreement or in any closing document delivered
to SELLER in connection with this Agreement; and/or (b) XXXXXX'x
failure to pay, discharge and perform any of the liabilities assumed
in this Agreement; and/or (c) any breach of contract arising out of
XXXXXX'x ownership of the Assets from and after the Closing, and/or
(d) any personal injury and/or property damage arising out of any
accident occurring from and after the Closing. XXXXXX'X
INDEMNIFICATION OBLIGATIONS UNDER THIS SUBPARAGRAPH SHALL INCLUDE
DAMAGES WHICH ARISE FROM THE SOLE OR CONCURRENT NEGLIGENCE OR FAULT OF
SELLER AND/OR BSC OR EMPLOYEES OR INDEPENDENT CONTRACTORS DIRECTLY
RESPONSIBLE TO SELLER AND/OR BSC, ARISING OUT OF, INCIDENT TO, OR IN
ANY WAY CONNECTED OR RELATED TO THE ORIGINAL CONSTRUCTION, USE,
CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE
BILLBOARDS. IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
SELLER AND/OR BSC AND XXXXXX, THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH IS AN INDEMNITY BY XXXXXX TO INDEMNIFY AND PROTECT SELLER
AND/OR BSC FROM THE CONSEQUENCES OF SELLERS AND BSC'S OWN NEGLIGENCE,
WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING CAUSE OF THE
INJURY, DEATH OR DAMAGE. XXXXXX'X INDEMNITY SET FORTH IN THIS
PARAGRAPH SHALL INURE TO THE BENEFIT OF THE SELLER AND/OR BSC AND
BANNER, FOA, FARIS, AND XXXXXXX, WHICH COMPRISE THE SELLER.
Taxes
Real Estate and personal property taxes, if any, assessed or to be assessed
for the current calendar or fiscal year, regardless of when payable, shall
be prorated between XXXXXX and SELLER as of the closing date.
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Risk of Loss
The risk of loss or destruction of or damage to the assets transferred hereunder
from any cause whatsoever at all times on or subsequent to the execution of this
document but before closing shall be borne by SELLER.
Choice of Law and Venue
It is expressly agreed and stipulated that this contract shall be deemed to have
been made and is to be performable in Fort Worth, Tarrant County, Texas. All
questions concerning the validity, interpretation or performance of any of its
terms or provisions, or of any rights or obligations of the parties hereto,
shall be governed by the resolved in accordance with the laws of the State of
Texas. Any disputes between or among the parties to this contract concerning the
subject matter of this contract shall be submitted for resolution to any court
of competent jurisdiction sitting in Fort Worth, Tarrant County, Texas, which
shall have exclusive venue thereof.
Right of First Refusal
If any of BANNER, FOA or FARIS desire to sell assets of the type purchased
herein in the future, and any one or more of them receive(s) from a third party
a bona fide offer for the purchase of such assets, then BANNER, FOA or FARIS
agree(s) to disclose the terms of such third party offer to XXXXXX, in writing,
within ten (10) calendar days following the receipt of such offer. XXXXXX will
have seven (7) calendar days after receiving notice of the terms of the offer
within which to elect to purchase all of the assets subject of such offer on
terms identical to those offered by the third party. XXXXXX'x election must be
made by written notice to BANNER, FOA or FARIS, as the case may be, accompanied
by a check for Ten Thousand and No/100 Dollars ($10,000.00), payable to the
order of the BANNER, FOA or FARIS, as the case may be, such sum to be applied to
the purchase price for such assets. Within fifteen (15) calendar days after the
period for XXXXXX'x election, the parties will enter into a formal contract of
sale containing all terms of the original bona fide offer made to BANNER, FOA or
FARIS, as the case may be, from the third party except as the parties may
mutually agree otherwise. If XXXXXX fails to give the notice and tender the
payment as provided herein, BANNER, FOA or FARIS, as the case may be, will be
relieved of all liability to XXXXXX under this agreement and may dispose of the
assets as such party (either BANNER, FOA or FARIS, as the case may be, sees fit.
In the event XXXXXX fails at any time to exercise this right of refusal to
purchase any future assets, then this right of refusal granted herein shall be
void, canceled, terminated and of no further force and effect, and any assets
which BANNER, FOA or FARIS desire to sell, either at such time or in the future,
will be unencumbered, free and available for sale without notice to or any right
in, or obligation to, XXXXXX whatsoever. XXXXXX agrees to execute an appropriate
release of its right of refusal within ten (10) days after a request to do so
subsequent to its failure to exercise its right of refusal.
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Miscellaneous
(a) Expenses. Except as otherwise provided herein, whether or not the
transactions contemplated by this Agreement are consummated, each
party hereto shall pay its own expenses and the fees and expenses of
its counsel and accountants and other experts. Furthermore, XXXXXX
shall be responsible for payment to the business broker retained by
it.
(b) Actual Knowledge. Whenever used herein, the term "actual knowledge"
shall mean only information currently, consciously possessed by SELLER
without having made any investigation or inquiry and does not include
any knowledge which might be obtained by such inquiry or investigation
nor any constructive knowledge.
(c) Survival of Representations and Warranties. The representations,
warranties, covenants and agreements set forth in this Agreement and
any other written representation in any ancillary document shall
survive the Closing.
(d) Waivers. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
(e) Binding Effect; Benefits. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.
(f) Notices. All notices, requests, demands and other communications which
are required to be or may be given under this Agreement shall be in
writing and shall be deemed to have been duly given when delivered in
person or transmitted by fax or five (5) days after deposit in the
U.S. mails by certified or registered first class mail, postage
prepaid, return receipt requested, addressed to the party to whom the
same is so given or made.
if to SELLER to:
Xxxxxx X. Xxxxx, III
X.X. Xxx 000000
Xxxx Xxxxx, Xxxxx 00000-0000
With a copy to:
Xxxxx X. Xxxxxx
Pope, Hardwicke, Christie, Harrell, Xxxxxx & Xxxxx, L.L.P.
000 X. 0xx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000-0000
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if to XXXXXX to:
XXXXXX Outdoor Advertising and Travel Centers Incorporated
000 Xxxxxxxxx Xxxx. X.X.
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, President
or to such other address or Fax Number as any party may designate by
giving notice to the other parties hereto.
(g) Further Assurances. SELLER shall, from time to time at or after the
Closing, at the request of XXXXXX, and without further consideration,
execute and deliver such other instruments and take such other actions
as may be required to confer to XXXXXX and its assignees the benefits
contemplated by this Agreement.
(h) Entire Agreement. This document contains the entire agreement between
the parties and supersedes all prior agreements between the parties,
if any, written or oral, with respect to the subject matter thereof.
(i) The parties agree that this Agreement may be transmitted between them
by facsimile machine. The parties intend that faxed signatures
constitute original signatures and that a faxed Agreement containing
the signatures (original or faxed) of all the parties is binding on
the parties.
AGREED and ACCEPTED:
XXXXXX:
XXXXXX OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
By:/s/ X. X. Xxxx
------------------------------------
X. X. Xxxx, Executive Vice President
SELLER:
BANNER ADVERTISING, INC.
By:/s/ Xxxxxx X. Xxxxxx, III
------------------------------------
Xxxxxx X. Xxxxx, III, President
FARIS OUTDOOR ADVERTISING, INC.
By:/s/ Xxxxxx X. Xxxxxx, III
------------------------------------
Xxxxxx X. Xxxxx, III, President
By:/s/ Xxxxxx X. Xxxxxx, III
------------------------------------
Xxxxxx X. Xxxxx, III, Individually
By:/s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx, Individually
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Acknowledgment for Corporations
STATE OF Texas )
) ss.
COUNTY OF [ ] )
The foregoing instrument was acknowledged before me this [ ] day of
[ ], 199[ ], by X. X. Xxxx, Executive Vice President of XXXXXX
Outdoor Advertising & Travel Centers Incorporated, a Nevada Corporation, on
behalf of the corporation.
--------------------------------
Notary Public
My commission expires:
----------------------
STATE OF Texas )
) ss.
COUNTY OF [ ] )
The foregoing instrument was acknowledged before me this [ ] day of
[ ], 199[ ], by Xxxxxx X. Xxxxx, III, President of BANNER
ADVERTISING, INC. a Texas corporation, on behalf of the corporation.
--------------------------------
Notary Public
My commission expires:
----------------------
STATE OF Texas )
) ss.
COUNTY OF [ ] )
The foregoing instrument was acknowledged before me this [ ] day of
[ ], 199[ ], by Xxxxxx X. Xxxxx, III, President of FARIS OUTDOOR
ADVERTISING, INC. a Texas corporation, on behalf of the corporation.
--------------------------------
Notary Public
My commission expires:
----------------------
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Acknowledgment for Individual
STATE OF Texas )
) ss.
COUNTY OF [ ] )
The foregoing instrument was acknowledged before me this [ ] day of
[ ], 199[ ], by Xxxxxx X. Xxxxx, III, Individually.
--------------------------------
Notary Public
My commission expires:
----------------------
Acknowledgment for Individual
STATE OF Texas )
) ss.
COUNTY OF [ ] )
The foregoing instrument was acknowledged before me this [ ] day of
[ ], 199[ ], by Xxxxxx X. Xxxxxxx, Individually.
--------------------------------
Notary Public
My commission expires:
----------------------
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