INITIAL RESTAURANT Clause Samples

INITIAL RESTAURANT. (a) On the date hereof, HRI, RMRP, HPI, and Manager have executed the Partnership Agreement for the purpose of the development and operation, direct or indirect, of the Initial Restaurant. It is hereby contemplated by the parties, subject to Section 1(b) below, that the Initial Restaurant will be located in the Cherry Creek area of Denver, Colorado and will be owned indirectly by the Partnership through a Second-Tier Partnership known as "Hops of Cherry Creek, Ltd." which will initially be owned as follows: HRI will own a 1.0% interest as the sole general partner; HRI will own a 0.1% interest as a limited partner; and the Partnership will own a 98.9% interest as a limited partner. The parties hereby acknowledge that at the sole discretion of Hops and HRI, up to a ten percent (10.0%) limited partnership interest in Hops of Cherry Creek, Ltd. may be owned by a manager of the Cherry Creek restaurant at a future date. (b) The decision as to the actual location of the Initial Restaurant shall be made by Hops and HRI in their sole discretion (provided that Hops and HRI shall, in good faith, consult with RMRP during such search and prior to committing to any location for the Initial Restaurant). If Hops and HRI are unable to locate and secure a site for the Initial Restaurant within one (1) year of the date of this Agreement, (i) this Agreement shall become null and void and of no further force or effect, except that RMRP and its principals shall continue to be bound by the provisions of Section 6 hereof, and (ii) Hops shall promptly refund to RMRP the fee paid with respect to the Initial Restaurant as set forth in Section 1(c) below, without interest. (c) Upon the execution of this Agreement, RMRP shall pay to Hops a fee in the amount of Thirty-Thousand Dollars (U.S.$30,000) for the right to participate with HRI, through the Partnership (and the Second-Tier Partnership), in the development and operation of the Initial Restaurant. Such fee, once paid, shall be non-refundable, except as provided in Section 1(b) above. (d) Attached hereto as EXHIBIT 1(D) is the form of the Operating Agreement to which the Partnership (or a Second-Tier Partnership, if appropriate) shall be subject with respect to the Initial Restaurant and each Additional Restaurant. The Operating Agreement for each restaurant developed directly or indirectly by the Partnership shall govern the terms of the development and operation of each such restaurant and shall set forth the fees and expenses o...