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This excerpt taken from the RICK 8-K filed May 14, 2008. Representations,
Warranties and Covenants of Purchaser. To induce Seller
to enter into this Agreement and to sell the Property, Purchaser (and RCI
Entertainment, where applicable) represent(s), warrant(s) and covenant(s) to
Seller as follows:
(a) Purchaser
has full power to enter into this Agreement and to consummate the transactions
provided for herein, and neither entering into this Agreement, nor consummating
any of the transactions provided for herein, will result in or constitute a
violation or breach by Purchaser of any lien, deed of trust, agreement or other
instrument affecting the Property or to which Purchaser is a party or by which
Purchaser is bound.
(b) Purchaser
will comply with all applicable laws, ordinances, regulations, statutes, codes,
rules, orders, decrees, determinations, covenants and restrictions relating to
the Property and every part thereof including those promulgated or imposed by
any agency, department, commission, board, bureau or instrumentality of any
governmental authority of the United States, the State of Texas, the City, the
County of Dallas or any other local authority. 7
(c) Purchaser
and/or RCI Entertainment will maintain all permits, licenses and insurance
policies required to operate a club and timely comply with all terms and
conditions of the Lease, in accordance with the terms and conditions of the
Lease and any uncured default under the Lease by the Purchaser and/or RCI
Entertainment shall be a default of this Agreement. Upon the
occurrence of such uncured default, Seller may pursue any of the remedies set
forth in Section
8.02.
(d) Purchaser
understands and consents to the Seller’s reservation from this sale, all right,
title and interest of Seller in and to the oil, gas and other non-surface
minerals under the Property; provided, neither Seller nor Seller’s heirs,
successors, lessees, assigns or grantees, shall ever use any portion of the
surface of the Property for the development of or exploration for the oil, gas
and other non-surface minerals reserved hereunder, any such use being expressly
waived by Seller for all purposes and for all times.
(e) Prior
to Closing and funding of the purchase contemplated by this Agreement, neither
Purchaser nor RCI Entertainment, nor any of their parents, affiliates,
subsidiaries or related companies shall voluntarily surrender the sexually
oriented business license subsequent to its issuance to Purchaser or RCI
Entertainment by the City of Dallas for use at the Property, nor shall Purchaser
nor RCI Entertainment, nor any of their parent, affiliate, subsidiary or related
companies seek to move said license to a location within 1000 feet of the
Property, nor apply for an additional license within 1000 feet of the Property
as measured under the City of Dallas’ sexually oriented business
ordinance.
(f) ALL
REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED IN THIS AGREEMENT SHALL
SURVIVE THE CLOSING, SUBJECT TO ANY AND ALL APPLICABLE STATUTES OF LIMITATIONS
EXPIRY.
ARTICLE
VI
EMINENT
DOMAIN
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