PURCHASE AGREEMENT 1/6/98
THIS AGREEMENT is hereby made this, January 6, 1998 by and between Big Tex
Outdoor Advertising, Inc., a Texas corporation ("Big Tex" or the "Company"),
▇▇▇▇▇▇▇▇ ▇. Link, individually, the sole shareholder of Big Tex ("Shareholder"),
and ▇▇▇▇▇▇ Outdoor Advertising & Travel Centers Incorporated, a Nevada
corporation ("▇▇▇▇▇▇").
Purpose of Agreement
▇▇▇▇▇▇ desires to purchase and Big Tex desires to sell all tangible and
intangible assets that comprise that portion of Big Tex's business known as "Big
Tex 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 $1,500,000 paid in the following
manner:
(a) 1,400,000 cash at closing
(b) $10,000 per year for the duration of ten (10) years paid as
consideration for the "Non-Competition Agreement" for ▇▇▇▇▇▇▇▇ ▇.
Link specified in this agreement and attached as Exhibit B and
incorporated for all purposes herein. Annual distributions shall
be made beginning February 1, 1999 and thereafter on February 1
annually thereafter until paid, in an aggregate amount of
$100,000.
In addition to the amount specified above, ▇▇▇▇▇▇ will pay to Big Tex at
closing:
(a) an amount equal to the amount of current accounts receivable,
provided that Big Tex guarantees the collection of such accounts
receivable within ninety (90) days of closing. Big Tex hereby
agrees to make immediate cash payment to ▇▇▇▇▇▇, upon ▇▇▇▇▇▇'▇
request, of the amount of any such account receivable not
collected within ninety (90) days of closing;
(b) an amount equal to the amount of any prepaid insurance, leases,
permits and taxes as specified in attached Exhibit E and
incorporated for all purposes herein
Notwithstanding the foregoing, in calculating the amount to be paid by ▇▇▇▇▇▇
for the accounts receivable at closing, such amount shall be credited with and
reduced by the amount of any prepaid revenues received by Big Tex as of the
closing and reduced by ▇▇▇▇▇▇'▇ prorated share (prorated by day as of Closing
date) of the current month's revenues billed in advance by Big Tex.
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The purchase price, and payments noted above, shall be the sole considerations
paid by ▇▇▇▇▇▇ under this agreement.
Date of Closing
The parties contemplate that Closing shall take place on February
1, 1998. If Closing does not occur by that date, it will occur as
soon thereafter as ▇▇▇▇▇▇ is able to complete its due diligence
investigation. The parties agree that ▇▇▇▇▇▇'▇ obligation to
complete this purchase is contingent upon ▇▇▇▇▇▇ being satisfied,
in its sole discretion, that all representations made to it
concerning Big Tex's assets are true; that the financial
condition, books, and accounts of Big Tex are sound; that the
land leases, outdoor advertising permits and advertising
contracts are of satisfactory condition to ▇▇▇▇▇▇; and that the
value of the assets being transferred is not less than the
purchase price. Transfer of Assets to ▇▇▇▇▇▇, and Transfer of
Funds to ▇▇▇▇▇▇▇▇ ▇. Link shall take place on February 1, 1998.
Transfer of Assets
At closing, Big Tex will sell, transfer, assign, convey and
deliver to ▇▇▇▇▇▇ free and clear of any liens, debts, or
encumbrances, and ▇▇▇▇▇▇ will purchase, accept and acquire from
Big Tex all of the Assets listed in Exhibit A and Exhibit A-1
attached hereto and incorporated for all purposes herein.
In addition to the Assets listed in Exhibit A and Exhibit A-1,
Big Tex will sell, transfer, assign, convey and deliver to ▇▇▇▇▇▇
the right to use the names "Big Tex" and "Big Tex Outdoor
Advertising, Inc." and variants of those names, provided,
however, that Shareholder shall continue to have the right to the
use of his name, ▇▇▇▇▇▇▇▇ ▇. Link, and the names "Big Tex", "Big
Tex Advertising, Inc." and variants thereof.
Instruments of Transfer
(a) Big Tex and Shareholder's Deliveries. At the closing, Big
Tex shall deliver to ▇▇▇▇▇▇:
i. A ▇▇▇▇ of sale transferring to ▇▇▇▇▇▇ title to the
Assets as provided herein, in form and substance
acceptable to ▇▇▇▇▇▇;
ii. A ten (10) year non-competition agreement for ▇▇▇▇▇▇▇▇
▇. Link (See attached Exhibit B);
iii. A ten (10) year lease agreement pertinent to the
building and premises currently occupied and used by
Big Tex for the operation of their outdoor advertising
business (See attached Exhibit "C")
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iv. A land lease agreement acceptable to ▇▇▇▇▇▇ pertinent
to signs located on land currently occupied, used, and
owned by Big Tex and/or ▇▇▇▇▇▇▇▇ ▇. Link personally
(See attached Exhibit D).
v. Letter(s) from Big Tex and Shareholder to the Texas
Department of Transportation regarding transfer of the
applicable outdoor advertising permits from Shareholder
to ▇▇▇▇▇▇ in the form of attached Exhibit F;
vi. Assignment of land lease agreements pertinent to sign
sites located on property owned by third parties (See
attached Exhibit G);
vii. Such other bills of sale, titles and other instruments
of assignment, transfer and conveyance as ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ good title
to the Assets.
viii.A Corporate resolution signed by Big Tex and
Shareholder authorizing ▇▇▇▇▇▇▇▇ ▇. Link to act on
behalf of the corporation and sell assets thereof.
(b) ▇▇▇▇▇▇'▇ Deliveries. At the closing, ▇▇▇▇▇▇ shall deliver to
Big Tex: i. A check for the cash portion of the purchase
price as specified herein; ii. Checks in an amount
sufficient to pay the net amount due for items listed in
Exhibit E, and iii. A check payable to the Big Tex Outdoor
Advertising, Inc. in the amount of $2,500 for the transfer
of Big-Tex's outdoor advertising permits (see attached
Exhibit E).
(c) Other Transfer Instruments. Following the Closing, at the
request of ▇▇▇▇▇▇, Big Tex shall deliver any further
Instruments and take all reasonable action as may be
necessary or appropriate to vest in ▇▇▇▇▇▇ all of Big Tex's
title to the assets.
No Assumption of Liabilities
It is expressly understood and agreed by the parties hereto that
▇▇▇▇▇▇ assumes no debts, liabilities (including tax liabilities)
or obligations (contractual or otherwise) of Big Tex or
Shareholder or any other debts, liabilities or obligations
related to the conduct of Big Tex's business.
Representations and Warranties
Big Tex and Shareholder represent and warrant to ▇▇▇▇▇▇ as of the
date hereof and on the closing date as follows (all
representations and warranties being joint and several):
(a) Authority. Big Tex has the legal authority to sell,
transfer, and deliver to ▇▇▇▇▇▇ the tangible and intangible
assets of the business known as "Big Tex Outdoor
Advertising, Inc."
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(b) Title. Big Tex 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. Big Tex and
Shareholder have good and marketable title, respectively, to
all real property to be leased to ▇▇▇▇▇▇ under a building
lease pursuant to this agreement, subject to no mortgage,
lien, encumbrance or change which would interfere with
▇▇▇▇▇▇'▇ rights under such building lease.
(c) Insurance. Big Tex has delivered to ▇▇▇▇▇▇ a list, complete
in all material respects as of the date of this agreement,
of all insurance policies carried by Big Tex relating to the
assets transferred under this Agreement. Big Tex 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. Big Tex 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 Big Tex 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 ▇▇▇▇▇▇ any environmental or
regulatory liability.
(e) Tax Returns. Big Tex has filed 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 Big Tex 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 Big Tex as of the date of this
agreement delivered to ▇▇▇▇▇▇ 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.
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(g) Organization, Good Standing, Power, etc. Big Tex (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. Big Tex 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 Big Tex and
constitutes the valid and binding obligations of Big Tex,
fully enforceable in accordance with their terms.
(i) Effect of Agreement. The execution, delivery and performance
of this Agreement by Big Tex 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
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.
(k) Financial Information. All financial information relating to
the Assets or the business and provided to ▇▇▇▇▇▇ by Big Tex
have been prepared from the books and records of seller in
accordance with generally accepted accounting principles and
fairly and accurately present the financial condition of Big
Tex and the business relating to the Assets as of the date
of such information.
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(l) Absence of Undisclosed Liabilities. Big Tex has no
liabilities other than those that are expressly disclosed in
the financial information provided to ▇▇▇▇▇▇. Between the
date of this Agreement and the Closing, there will be no
material change in the financial position of Big Tex.
(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);
(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.
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(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 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.
▇▇▇▇▇▇ represents and warrants to Big Tex and Shareholder as of the date hereof
and the Closing date as follows:
(a) Organization. ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, and constitutes
a legal, valid and binding obligation of ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, or any Law, Instrument, lien or other Contract by
which ▇▇▇▇▇▇ is bound. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇.
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(d) Litigation. There is no suit, action or litigation,
administrative, arbitration, or other proceeding or
governmental investigation pending or, to the knowledge of
▇▇▇▇▇▇, threatened which might, severally or in the
aggregate materially and adversely affect the financial
condition or prospects of ▇▇▇▇▇▇ or ▇▇▇▇▇▇'▇ 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
▇▇▇▇▇▇ is such manner without giving rise to any valid claim
against Big Tex for a finder's fee, brokerage commission or
other like payment.
Covenants
Between the date of this agreement and the closing date:
(a) Big Tex's officers will cause Big Tex 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) Big Tex's officers will not permit Big Tex without the prior
written consent of ▇▇▇▇▇▇ 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
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(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
Simultaneously with the execution of this Agreement, ▇▇▇▇▇▇▇▇ ▇. Link will
execute and deliver to ▇▇▇▇▇▇ a Non-Competition Agreement in the form and
on the terms as set forth in Exhibit B attached hereto and incorporated by
reference herein for all purposes.
Conditions to ▇▇▇▇▇▇'▇ Obligations
The obligations of ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, in its sole discretion:
(a) Accuracy of Representations and Warranties. Each of the
representations and warranties of Big Tex and Shareholder 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.
(b) Performance of Covenants. Big Tex 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 Big Tex 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 ▇▇▇▇▇▇, have an adverse effect on the assets to be
transferred hereunder.
(d) No Violations. No material violation of Big Tex 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 Big Tex.
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(e) Consents and Assignments. Big Tex shall have delivered to ▇▇▇▇▇▇ 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
Big Tex shall have obtained the consents of: any lender to Big Tex,
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 ▇▇▇▇▇▇.
(f) Certificate. ▇▇▇▇▇▇ shall have received a certificate signed by Big
Tex and Shareholder, dated the Closing Date, satisfactory in form and
substance to ▇▇▇▇▇▇ and its counsel, certifying as to the fulfillment
of the conditions specified above.
(g) Satisfactory Completion of Due Diligence. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇.
Indemnification
(a) Indemnification of ▇▇▇▇▇▇ by Big Tex and Shareholder. Big Tex and
Shareholder, jointly and severally, agree to indemnify and hold
harmless ▇▇▇▇▇▇ and any person claiming by or through it or its
successors and assigns from, against and in respect of any and all
losses, claims, and liabilities incurred by or asserted against ▇▇▇▇▇▇
or its successors or assigns in connection with any breach of any
representation or warranty of Big Tex or Shareholder;
(i) any breach of any representation or warranty of Big Tex or
Shareholder;
(ii) any breach of any covenant or agreement made by Big Tex or
Shareholder in this Agreement;
(iii)any liability, debt or obligation of Big Tex or lien or
encumbrance on the Assets or
(iv) any claim arising out of the use, sale or operation of the Assets
by Big Tex or Shareholder and/or the operation of the business of
Big Tex or Shareholder prior to the Closing.
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(b) Indemnification of Big Tex and Shareholder by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to
indemnify and hold harmless Big Tex and Shareholder and any person
claiming by or through it or its successors and assigns from, against
and in respect of any and all losses, claims, and liabilities incurred
by or asserted against Big Tex or Shareholder or its successors or
assigns in connection with:
(i) any breach of any representation or warranty of ▇▇▇▇▇▇;
(ii) any breach of any covenant or agreement made by ▇▇▇▇▇▇ in this
Agreement;
(iii)any act or omission of ▇▇▇▇▇▇ after Closing, and
(iv) any claim arising out of the use, sale or operation of the Assets
by ▇▇▇▇▇▇ and/or the operation of the business by ▇▇▇▇▇▇ after
Closing.
(c) IF THE EVENT GIVING RISE TO SUCH INDEMNIFICATION OBLIGATION ARISES OUT
OT THE JOINT OR CONCURRENT NEGLIGENCE OF THE PERSON TO BE INDEMNIFIED
AND THE INDEMNIFYING PARTY, THE PERSON TO BE INDEMNIFIED SHALL BE
INDEMNIFIED TO THE EXTENT THAT THE INDEMNITOR'S NEGLIGENCE CAUSED SUCH
EVENT. IT IS THE INTENT OF THE PARTIES THAT BUYER SHALL BE ENTITLED TO
COMPARATIVE INDEMNIFICAITON.
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 ▇▇▇▇▇▇ and Big Tex 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 Big Tex.
▇▇▇▇▇▇'▇ Remedies
▇▇▇▇▇▇ shall be entitled, without limitation, to all incidental and
consequential damages resulting from a breach of any warranty or
representation or covenant of Big Tex or Shareholder made herein including,
but not limited to, all costs of litigation incurred, including reasonable
attorney's fees.
Arbitration Dispute Resolution
(a) In the event of any dispute arising from this Agreement, the Parties
agree to attempt a solution through non-binding mediation conducted by
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a mutually agreed mediator. While this mediation shall be non-binding
in all respects (except agreements in settlement of the dispute
negotiated by the Parties), each Party agrees that:
(i) it shall appear when directed by the mediator, be fully prepared
to work towards a resolution of the dispute, and participate in
good faith in the mediation towards a resolution of all disputed
issues or concerns, and
(ii) the duty to mediate in good faith shall be specifically
enforceable by the courts of Texas.
(b) Any questions, claims, disputes, or litigation arising from or related
to this Agreement are governed by the laws of the state of Texas
without regard to the principles of conflicts of the law.
(c) The Parties agree that Texas has a substantial relationship to this
transaction, and that this Agreement is performable in ▇▇▇▇▇ Count,
Texas. Each Party consents to personal jurisdiction in the courts
thereof, and any action or suit arising from or related to this
Agreement shall only be brought by the Parties in any federal or state
court with appropriate jurisdiction over the subject matter
established or sitting in the state of Texas located in ▇▇▇▇▇ County,
Texas.
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, ▇▇▇▇▇▇
shall be responsible for payment to the business broker retained by
it.
(b) Expenses. The representations, warranties, covenants and agreements
set forth in this Agreement and any other written representation in
any ancillary document shall survive the Closing.
(c) 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.
(d) Binding Effect; Benefits. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.
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(e) 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 Big Tex or Shareholder to:
▇▇▇▇▇▇▇▇ ▇. Link
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
if to ▇▇▇▇▇▇ to:
▇▇▇▇▇▇ Outdoor Advertising and Travel Centers Incorporated
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
or to such other address or Fax Number as any party may designate by
giving notice to the other parties hereto.
(f) Further Assurances. The Company and Shareholder shall, from time to
time at or after the Closing, at the request of ▇▇▇▇▇▇, and without
further consideration, execute and deliver such other instruments and
take such other actions as may be required to confer to ▇▇▇▇▇▇ and its
assignees the benefits contemplated by this Agreement.
(g) 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.
AGREED and ACCEPTED:
▇▇▇▇▇▇ OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
By:
------------------------------------
▇. ▇. ▇▇▇▇, Executive Vice President
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13
BIG TEX OUTDOOR ADVERTISING, INC.
By:
------------------------------------
▇▇▇▇▇▇▇▇ ▇. Link, President
By:
------------------------------------
▇▇▇▇▇▇▇▇ ▇. Link, Individually
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14
Acknowledgment for Corporations
STATE OF TEXAS )
) ss.
COUNTY OF [ ] )
The foregoing instrument was acknowledged before me this [ ] day of
[ ], 199[ ], by ▇. ▇. ▇▇▇▇, Executive Vice President of ▇▇▇▇▇▇
Outdoor Advertising & Travel Centers Incorporated, a Nevada Corporation, on
behalf of the corporation.
---------------------------------
Notary Public
My commission expires:
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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 ▇▇▇▇▇▇▇▇ ▇. Link, President of Big Tex 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 ▇▇▇▇▇▇▇▇ ▇. Link, Individually.
---------------------------------
Notary Public
My commission expires:
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ADDENDUM TO PURCHASE AGREEMENT
between
▇▇▇▇▇▇▇▇ ▇. Link, Seller
And
▇▇▇▇▇▇ Outdoor Advertising & Travel Centers, Inc., Purchaser
It is distinctly understood that in the event ▇▇▇▇▇▇▇▇ ▇. Link ("Link") should
contemplate the sale, transfer, or other disposition of his ownership position
and interest in Big Tex Advertising, Inc. of Granbury, Texas ("Big Tex"), that
▇▇▇▇▇▇ Outdoor Advertising and Travel Centers Incorporated ("▇▇▇▇▇▇") shall be
given the second option to purchased said ownership position and interest in Big
Tex. First option to purchase Link's ownership position and interest in Big Tex
has been granted to another owner of Big Tex.
▇▇▇▇▇▇ shall have 30 days to respond in a definitive written manner to Link upon
Bolwin's receipt or written notice to ▇▇▇▇▇▇ that Link's ownership position and
interest in Big Tex is for sale. Included in the written notice shall be a full
disclosure of the assets and financial condition of Big Tex involved in the
sale, as well as the financial and physical participation of Link in Big Tex. In
the event that ▇▇▇▇▇▇ should reject the purchase of the ownership position and
interest based on the sale price, terms and conditions set by Link, Link shall
not offer, sell, transfer or otherwise dispose of his ownership position and
interest in Big Tex to any other party unless it is for a sale price, terms and
conditions identical to that offered to ▇▇▇▇▇▇.
Agreed and Accepted:
-------------------------------------- --------------------------
▇▇▇▇▇▇▇▇ ▇. Link Date
-------------------------------------- --------------------------
▇. ▇▇▇▇, Executive Vice President Date
▇▇▇▇▇▇ Outdoor Advertising &
Travel Centers, Inc.
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