PURCHASE AGREEMENT 12/05/97
THIS AGREEMENT is hereby made this 9th day of December, 1997, by and between
Xxxxxx Outdoor Advertising, Inc., a Texas corporation ("Xxxxxx" or the
"Company"), Xxxxxxx Xxxxxx, individually, the sole shareholder of Xxxxxx
("Shareholder"), and Xxxxxx Outdoor Advertising & Travel Centers Incorporated, a
Nevada corporation ("Xxxxxx").
Purpose of Agreement
Xxxxxx desires to purchase and Xxxxxx desires to sell all tangible and
intangible assets that comprise that portion of Xxxxxx'x business known as
"Xxxxxx Outdoor Advertising, Inc." Therefore, in consideration of the premises
and of the mutual representations, warranties and covenants herein contained,
the parties hereby agree as follows:
Terms and Conditions
Purchase Price
The purchase price shall be a total of $1,655,000 paid in the following
manner:
(a) $945,000 cash at closing ($766,575.12 to Xxxxxx Outdoor
Advertising, Inc.; $73,249.29 to Heights State Bank for release
of liens; $27,292.74 to Union State Bank for release of liens;
$77,882.85 to National Bank for release of liens).
(b) $300,000 held in escrow by Xxxxxx until such time that Xxxxxx is
able to convey and deliver clear, unencumbered title to all sign
structures shown in Exhibit A-2 "List of Assets" and land leases
with respect thereto, acceptable to Xxxxxx, as set forth under
"Purchase Price Escrow" below;
(c) $400,000 paid as consideration for the "Non-Competition"
agreement for Xxxxxxx Xxxxxx specified in this agreement, and
attached hereto as Exhibit C-1 "Non-Competition Agreements";
(d) $5,000 paid as consideration for the "Non-Competition" agreement
for Xxxxx Xxxxxx specified in this agreement, and $5,000 paid as
consideration for the "Non-Competition" agreement for Xxxxxx
Xxxxx and attached as Exhibits C-2 and C-3, respectively,
"Non-Competition Agreements."
In addition, Xxxxxx will pay to Xxxxxx at closing an amount equal to the
amount of current accounts receivable of Xxxxxx in consideration for such
accounts receivable, provided that Xxxxxx guarantees the collection of such
accounts receivable within ninety (90) days of closing. Xxxxxx hereby agrees to
make immediate cash payment to Xxxxxx, upon Xxxxxx'x request, of the amount of
/s/ RS CCB
----------
Initials
1
any such account receivable not collected within ninety (90) days of closing.
Notwithstanding the foregoing, in calculating the amount to be paid by Xxxxxx
for the accounts receivable at closing, such amount shall be credited with and
reduced by the amount of any prepaid revenues of the Company as of the date of
closing (except for that certain prepayment in the amount of approximately
$10,000 for the so-called "sign-for-a-day" sign located at North side of Highway
190 at National Bank, Killeen, Texas); and reduced by Xxxxxx'x prorated share
(prorated by day as of Closing date) of December revenues billed in advance by
Xxxxxx. The purchase price, 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 December 9, 1997.
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 Xxxxxx'x assets are true, that the financial
condition, books, and accounts of Xxxxxx are sound, and that the value of
the assets being transferred is not less than the purchase price.
Purchase Price Escrow
Xxxxxx shall hold a portion of the purchase price in the amount of $300,000
("Escrow Amount") in escrow for a period of ninety (90) days following
closing pursuant to the following terms and conditions:
(a) The Escrow Amount shall be held by Xxxxxx with respect to all sign
structure assets of Xxxxxx which Xxxxxx did not transfer to Xxxxxx at
closing because Xxxxxx did not have good and marketable title to or
was unable to provide a land lease or assignment of land lease with
respect thereto in form and substance acceptable to Xxxxxx at the date
of closing. A list of such sign structure assets is set forth in the
attached Exhibit A-2 "List of Assets Not Transferred at Closing." From
time to time during such ninety (90) day period, a prorated portion of
the Escrow Amount (given six (6) sign structure assets, the prorated
portion for each such asset will equal $50,000) will be paid by Xxxxxx
to Xxxxxx in exchange for transfer of good and marketable title to
each such sign structure pursuant to documentation in form and
substance acceptable to Xxxxxx together with a land lease or
assignment of land lease with respect to each such sign structure in
form and substance acceptable to Xxxxxx, all acceptable to Xxxxxx in
its sole and absolute discretion. With respect to sign structure
assets which Xxxxxx is unable to so transfer and deliver good title
/s/ RS CCB
----------
Initials
2
and an acceptable lease from time to time during or at the end of such
ninety (90) day period, Xxxxxx, at its option, may retain the prorated
portion of the Escrow Amount with respect to such assets and exclude
such assets from the purchase or may assume -- Xxxxxx'x position with
respect to one or more of such assets pursuant to documentation in
form and substance acceptable to Xxxxxx and pay the prorated portion
of the Escrow Amount to Xxxxxx with respect thereto. For purposes
hereof, the prorated portion will be calculated as Xxxxxx'x
transferable ownership percentage times $50,000 for each location
involved (for example, if Xxxxxx'x ownership percentage is 50% then
Xxxxxx would make a payment to Xxxxxx of $25,000 (50% of $50,000); and
(b) In addition to the foregoing, the Escrow Amount shall be subject to
any claim for indemnification made by Xxxxxx in good faith pursuant to
the terms of the indemnification provisions of this Agreement.
Transfer of Assets
At closing, Xxxxxx shall transfer to Xxxxxx, free of all debt,
encumbrances, and liens, all tangible and intangible assets (the "Assets")
that comprise that portion of Xxxxxx'x business known as Xxxxxx Outdoor
Advertising, Inc., including but not limited to all items listed on the
attached Exhibit A, "List of Sign Structure Assets" (except for those sign
structure assets set forth on the attached Exhibit A-2 which Xxxxxx will
exercise its reasonable best efforts to transfer and deliver within 90 days
of Closing) and Exhibit A-1 "List of Other Assets", and incorporated herein
by reference, as well as all outdoor advertising sign structures, lease
agreements and leasehold rights, licenses, advertising contracts, accounts
receivable, outdoor advertising permits and licenses, any and all poster
displays and equipment, all shop and field equipment used in the
promulgation and maintenance of business, all office equipment used in the
operation of Xxxxxx'x business, all tradenames (including all rights to the
names "Xxxxxx," "Xxxxxx Outdoor Advertising, Inc." and variants of those
names, provided, however, that Shareholder shall continue to have the right
to the use of his name, Xxxxxxx Xxxxxx, individually), trademarks, patents,
copyrights, trade secrets, proprietary information, and intellectual
property rights.
No Assumption of Liabilities
It is expressly understood and agreed by the parties hereto that Xxxxxx
assumes no debts, liabilities (including tax liabilities) or obligations
(contractual or otherwise) of Xxxxxx or Shareholder or any other debts,
liabilities or obligations related to the conduct of Xxxxxx'x business.
/s/ RS CCB
----------
Initials
3
Documents to be Executed
Xxxxxx agrees to execute any and all bills of sale, assignments, transfers,
permits and any other documents deemed necessary by Xxxxxx to effectuate
the transfer of assets described herein, and to provide reasonable
assistance to Xxxxxx in transferring permits required for Xxxxxx'x use and
enjoyment of the assets and properties transferred by this Agreement, all
in form and substance reasonably acceptable to Xxxxxx. In accordance
herewith, Xxxxxx and Xxxxxx agree to enter into, without limitation, the
following agreements:
a. A xxxx of sale transferring to Xxxxxx title to the Assets as provided
herein, in form and substance acceptable to Xxxxxx;
b. A one (1) year employment agreement for Xxxxxxx Xxxxxx, and a one (1)
year employment agreement for Xxxxxx Xxxxx (See attached Exhibit B
"Employment Agreements").
c. A ten (10) year non-competition agreement for Xxxxxxx Xxxxxx, a one
(1) year non-competition agreement for Xxxxxx Xxxxx, and a one (1)
year non-competition agreement for Xxxxx Xxxxxx (See attached Exhibit
C-1, C-2 and C-3 "Non-Competition Agreements").
d. A 3 year lease agreement pertinent to the building and premises
currently occupied and used by Xxxxxx for the operation of their
outdoor advertising business (See attached Exhibit D "Lease of
Building and Land").
e. Land lease agreements acceptable to Xxxxxx pertinent to sign sites
located on property owned by Xxxxxx and/or Xxxxxxx Xxxxxx personally
(See Attached Exhibit E "Land Lease Agreement").
f. Assignments of land lease agreements pertinent to sign sites located
on property owned by third parties (See attached Exhibit F "Assignment
of Land Lease Agreement").
g. Letter from Xxxxxx to the Texas Department of Transportation notifying
the Texas D.O.T. of the transfer of all Texas D.O.T. permits of Xxxxxx
to Xxxxxx, in the form of Exhibit G hereto.
/s/ RS CCB
----------
Initials
4
Representations and Warranties
Xxxxxx and Shareholder represent and warrant to Xxxxxx as of the date
hereof and on the closing date as follows (all representations and
warranties being joint and several):
(a) Authority. Xxxxxx has the legal authority to sell, transfer, and
deliver to Xxxxxx the tangible and intangible assets of the business
known as "Xxxxxx Outdoor Advertising, Inc."
(b) Title. Xxxxxx has good and marketable 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.
Xxxxxx and Shareholder have good and marketable title, respectively,
to all real property to be leased to Xxxxxx under a land lease
pursuant to this agreement, subject to no mortgage, lien, encumbrance
or change which would interfere with Xxxxxx'x rights under such land
lease.
(c) Insurance. Xxxxxx has delivered to Xxxxxx a list, complete in all
material respects as of the date of this agreement, of all insurance
policies carried by Xxxxxx relating to the assets transferred under
this Agreement. Xxxxxx carries insurance, which it believes to be
adequate in character and amount, with reputable insurers in respect
of its properties, assets, and business 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. Except for that certain litigation
matter described on Exhibit H hereto, Xxxxxx 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 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
Xxxxxx 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.
(e) Tax Returns. Xxxxxx has filed all requisite federal, state and other
tax returns due for all fiscal periods ended on or before the date of
/s/ RS CCB
----------
Initials
5
this agreement. There are no claims against Xxxxxx for federal, state
or other taxes for any period or periods to and including the date of
this agreement, the amounts shown as provisions for taxes on the
financial statements of Xxxxxx as of the date of this agreement
delivered to Xxxxxx are sufficient for the payment of all taxes of all
kinds for all fiscal periods ended on or before that date.
(f) Sole Shareholder. Shareholder is the sole owner of all issued and
outstanding capital stock of the Company, and no other person has any
right to acquire shares of capital stock of the Company.
(g) Organization, Good Standing, Power, etc. Xxxxxx (a) is a corporation
duly organized, validly existing and in good standing under the laws
of the State of Texas; and (b) has the requisite power and authority
to own, lease and operate its properties and to carry on its business
as currently conducted.
(h) Authorizations and Enforceability. Xxxxxx 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 Xxxxxx and
constitutes the valid and binding obligations of Xxxxxx, fully
enforceable in accordance with their terms.
(i) Effect of Agreement. The execution, delivery and performance of this
Agreement by Xxxxxx and Shareholder 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 Company is
subject; (b) violate any judgment, order, writ or decree of any court,
arbitrator or governmental agency applicable to Company; 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 Company is a party or by
which any of its Assets is bound.
(j) Permits, Licenses, Compliance with Applicable Laws and Court Orders.
Company has all requisite corporate 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
/s/ RS CCB
----------
Initials
6
approvals material to the conduct of the business of Company are in
full force and effect. Company's conduct of its business does not
materially violate or infringe any applicable law, statute, ordinance
or regulation. Company is not in default in any respect under any
executive, legislative, judicial, administrative or private (such as
arbitration) ruling, order, writ, injunction or decree.
A true and correct copy of the financial statements of Company as of
December 31, 1995, and the financial statements of Company as of December
31, 1996, including the related statement of operations for each of the
years then ended, have been delivered to Xxxxxx. The foregoing financial
statements were prepared on a consistent basis with prior years or periods,
and such statements fairly present the financial position and results of
operations of Company as of said dates and for the periods indicated. The
financial statements of Company for the year ended December 31, 1996,
referred to above, are referred to herein as the "Financial Statements".
Except to the extent reflected or reserved against or otherwise disclosed
in the Financial Statements, as of December 31, 1996, Company had no
liabilities, debts or obligations of any nature, whether absolute, accrued,
contingent or otherwise, or whether due or to become due with respect to
which Xxxxxx would become liable therefor. Subsequent to December 31, 1996,
Company has not incurred any liabilities, debts or obligations other than
in the ordinary course of business with respect to which Xxxxxx would
become liable therefor, and Company has properly recorded in its books of
account all items of income and expense and all other proper charges and
accruals required to be made. Since December 31, 1996, no debts or
liabilities of or to Company have been forgiven, settled or compromised
except for adequate consideration (as reasonably determined by the Company)
or except in the ordinary course of business.
(m) Agreements, Plans, Arrangements, etc. Except as set forth in Exhibit A
or A-1 hereto, Company is not a party to, nor is Company or any of the
Assets 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);
/s/ RS CCB
----------
Initials
7
(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 Company, including, without
limitation, any factoring agreement for the assignment of
accounts receivable;
(8) agreement for the Construction or modification of any Asset or
leasehold interest of Company;
(9) agreements with advertisers for lease of sign structures;
(10) agreement with any employee, consultant, or independent
contractor providing personal services to Company.
(n) Acquisition Agreements. There are no agreements relating to the
acquisition of the stock, business or Assets of Company to which
Company is a party, other than this Agreement.
(o) Status of Real Property. Neither Company nor Shareholder has 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 Company's and
Shareholder's knowledge, there has been no release or discharge on or
under the Real Property by the Company 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 Company's and Shareholder's 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
/s/ RS CCB
----------
Initials
8
Property.
(p) Defects. To the best of Company's and Shareholder's knowledge, there
are no structural or operational defects in any of the Assets.
(q) Leases Current. All obligations of the Company under all existing
lease agreements which are required by such agreements to have been
performed by Company have been fulfilled by the Company, including the
payment by the Company of all lease payments due and payable through
the date hereof.
Covenants
Between the date of this agreement and the closing date:
(a) Xxxxxx'x officers will cause Xxxxxx to:
(1) Carry on its outdoor advertising business in substantially the
same manner as it has heretofore and not introduce any material
new method of management, operation or accounting;
(2) Maintain their properties and facilities in as good working order
and condition as at present, ordinary wear and tear excepted;
(3) Perform all material obligations under agreements relating to or
affecting its assets, properties and rights;
(4) Keep in full force and effect present insurance policies or other
comparable insurance coverage; and
(5) Use its best efforts to maintain and preserve its assets intact,
retain its present employees and maintain its relationships with
suppliers, customers and others having business relations with
it.
(b) Xxxxxx'x officers will not permit Xxxxxx without the prior written
consent of Xxxxxx to:
(1) Enter into any contract or commitment or incur or agree to incur
any liability or make any capital expenditures except in the
normal course of business;
(2) Create, assume or permit to exist any mortgage, pledge or other
lien or encumbrance upon any assets or properties transferred
under this agreement, whether now owned or hereafter acquired; or
/s/ RS CCB
----------
Initials
9
(3) Sell, assign, lease or otherwise transfer or dispose of any
property or equipment subject to this agreement except in the
normal course of business.
Competition
To induce Xxxxxx to enter into this agreement, and in consideration of
payment of the final $400,000 of the purchase price, which will be held by
Xxxxxx in a separate escrow account to be held by a mutually acceptable
escrow agent, and paid to Xxxxxxx Xxxxxx, unless he is in violation of the
terms of his non-compete agreement set forth herein and in Exhibit C-1
hereto, in equal increments of $40,000 each beginning on January 2, 1998
and on January 2nd of each year, thereafter until paid, in an aggregate
dollar amount of $400,000. There shall be a separate Escrow Document
governing activity of the Escrow account and this document shall be
completed in a mutually acceptable manner within 15 days of Closing.
Xxxxxxx Xxxxxx covenants that, for a period of ten (10) years from the date
of closing, he will not, within a radius of one hundred (100) miles of
Killeen, Texas, as principal, agent, trustee or through the agency of any
corporation, partnership, association or agent or agency, engage in any
business in competition with Xxxxxx or any of its businesses, and shall not
be the owner of more than 1% of the outstanding capital stock of any
corporation (other than Xxxxxx or a corporation affiliated with Xxxxxx,) or
a member or employee of any partnership, or an owner or employee of any
other business in competition with Xxxxxx or any of its businesses, unless
specific exception is granted in the non-competition agreement signed
between Xxxxxxx Xxxxxx and Xxxxxx. Xxxxxxx Xxxxxx further agrees that
Xxxxxx shall be entitled to an order from a court sitting in equity
enforcing this non-competition agreement in addition to available remedies
at law. In the event that the provisions of this non-competition provision
should ever be deemed to exceed the time or geographic limitations
permitted by the applicable laws, then such provisions shall be reformed to
the maximum time or geographic limitations permitted by the applicable
laws.
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 Xxxxxx and Shareholder contained in
this Agreement shall be true on and as of the Closing Date with the
/s/ RS CCB
----------
Initials
10
same force and effect as though made on and as of the Closing Date,
except as affected by transactions contemplated hereby.
(b) Performance of Covenants. Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx.
(e) Consents and Assignments. Xxxxxx shall have delivered to Xxxxxx all
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
Xxxxxx shall have obtained the consents of: any lender to Xxxxxx, 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 deemed necessary or appropriate by Xxxxxx.
(f) Certificate. Xxxxxx shall have received a certificate signed by Xxxxxx
and Shareholder, dated the Closing Date, satisfactory in form and
substance to Xxxxxx and its counsel, certifying as to the fulfillment
of the conditions specified above.
(g) 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.
Indemnification
Xxxxxx and Shareholder, jointly and severally, will defend, indemnify and
hold harmless Xxxxxx and any person claiming by or through it or its
/s/ RS CCB
----------
Initials
11
successors and assigns from, against and in respect of any and all losses,
claims, and liabilities incurred by or asserted against Xxxxxx or its
successors or assigns in connection with (i) any breach of any of the
representations and warranties of Xxxxxx or Shareholder, (ii) any breach of
any covenant or agreement made by Xxxxxx or Shareholder in this Agreement,
(iii) any liability, debt or obligation of Xxxxxx or lien or encumbrance on
the Assets or (iv) any claim arising out of the use, sale or operation of
the Assets by Xxxxxx or Shareholder and/or the operation of the business of
Xxxxxx or Shareholder prior to the Closing. All indemnification obligations
herein shall survive the Closing.
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 Xxxxxx as of the closing date.
Risk of Loss
The risk of loss or destruction of or damage to the assets transferred
hereunder, including inventory, fixtures, equipment and real property from
any cause whatsoever at all times on or subsequent to the execution of this
document but before closing shall be borne by Xxxxxx.
Xxxxxx'x Remedies
Xxxxxx shall be entitled, without limitation, to all incidental and
consequential damages resulting from a breach of any warranty or
representation or covenant of Xxxxxx or Shareholder made herein including,
but not limited to, all costs of litigation incurred, including reasonable
attorney's fees.
Arbitration
In the event of any dispute arising from this agreement, New Mexico law
shall apply. Any claims or controversy between Xxxxxx or its officers or
shareholders, on the one hand, and Xxxxxx, on the other hand, arising out
of or relating to this agreement or the sale and purchase of assets, shall
be decided by arbitration at Albuquerque in accordance with Commercial
Arbitration Rules of the American Arbitration Association by a single
arbitrator appointed in accordance with the rules in effect when
arbitration is first demanded by any party. The award rendered by the
arbitrator shall be final and judgment may be entered into any court having
jurisdiction.
/s/ RS CCB
----------
Initials
12
Miscellaneous
(a) Confidentiality. Except as required by applicable law or regulation,
the parties hereto hereby agree to maintain the confidentiality of
confidential business information of Xxxxxx with respect to the assets
and business being purchased hereunder.
(b) 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.
(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 Xxxxxx or Shareholder to:
Xxxxxxx Xxxxxx
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx 00000
/s/ RS CCB
----------
Initials
13
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. The Company and Shareholder 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.
/s/ RS CCB
----------
Initials
14
AGREED and ACCEPTED:
XXXXXX OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
By:
------------------------------------
X. X. Xxxx, Executive Vice President
XXXXXX OUTDOOR ADVERTISING, INC.
By:
------------------------------------
Xxxxxxx Xxxxxx, President
By:
------------------------------------
Xxxxxxx Xxxxxx, Individually
/s/ RS CCB
----------
Initials
15
Acknowledgment for Corporations
STATE OF TEXAS )
) ss.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this ___ day of
December, 1997, 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:
----------------------
Acknowledgment for Corporations
STATE OF TEXAS )
) ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ___ day of
December, 1997, by Xxxxxxx Xxxxxx, President of Xxxxxx Outdoor Advertising,
Inc., a Texas Corporation, on behalf of the corporation.
--------------------------------
Notary Public
My commission expires:
----------------------
Acknowledgment for Individual
STATE OF TEXAS )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ___ day of
December, 1997, by Xxxxxxx Xxxxxx, Individually.
--------------------------------
Notary Public
My commission expires:
----------------------
/s/ RS CCB
----------
Initials
16
