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.
(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.