Common use of Option to Purchase Real Property Clause in Contracts

Option to Purchase Real Property. The Acquired Companies, Sellers or their respective Affiliates own certain real property used in the Business as described on Schedule‌ 9.14 (collectively, the “Option Real Property”). Effective upon Closing, the Acquired Companies and Sellers (as applicable) grant, and will cause their Affiliates (as applicable) to grant, to Buyer the exclusive right and option to purchase the Option Real Property (the “Option”), on the terms and conditions set forth in this Section 9.14. The term of the Option (the “Option Period”) will commence on the Closing Date and expire upon the fifth anniversary of the Closing Date (the “Option Expiration Date”). Buyer may exercise the Option, on one or more of the properties that make up the Option Real Property from time to time, by giving written notice to Sellers on or before 5:00 p.m. on the Option Expiration Date. If Buyer exercises the Option, the closing of the purchase of the applicable Option Real Property will occur within thirty (30) days of Seller’s receipt of the Option notice (the “Option Closing Date”). The purchase price for the Option Real Property will be the fair market value of the Option Real Property, on the date the Option notice is received by Sellers, as determined by taking the average price determined by each of three real estate appraisers. One appraiser will be appointed by Buyer, one appraiser will be appointed by Sellers and one appraiser will be appointed by the two appraisers appointed by Buyer and Sellers. Buyer and Sellers will direct the appraisers to complete their appraisals within thirty (30) days of Sellers’ receipt of the Option notice. Buyer may transfer its rights to purchase the Option Real Property to an Affiliate or another entity set up specifically to hold such real property. If the Buyer does not exercise the Option in accordance with its terms, the Option and the rights of Buyer will automatically and immediately terminate without notice.

Option to Purchase Real Property. The Acquired Companies, Sellers or their respective Affiliates own certain real property used in the Business as described on Schedule‌ 9.14 (collectively, the “Option Real Property”). Effective upon Closing, the Acquired Companies and Sellers (as applicable) grant, and will cause their Affiliates (as applicable) to grant, to Buyer the exclusive right and option to purchase the Option Real Property (the “Option”), on the terms and conditions set forth in this Section 9.14. The term of the Option (the “Option Period”) will commence on the Closing Date and expire upon the fifth anniversary of the Closing Date (the “Option Expiration Date”). Buyer may exercise the Option, on one or more of the properties that make up the Option Real Property from time to time, by giving written notice to Sellers on or before 5:00 p.m. on the Option Expiration Date. If Buyer exercises the Option, the closing of the purchase of the applicable Option Real Property will occur within thirty (30) days of Seller’s receipt of the Option notice (the “Option Closing Date”). The purchase price for the Option Real Property will be the fair market value of the Option Real Property, on the date the Option notice is received by Sellers, as determined by taking the average price determined by each of three real estate appraisers. One appraiser will be appointed by BuyerXxxxx, one appraiser will be appointed by Sellers Xxxxxxx and one appraiser will be appointed by the two appraisers appointed by Buyer Xxxxx and Sellers. Buyer and Sellers will direct the appraisers to complete their appraisals within thirty (30) days of Sellers’ receipt of the Option notice. Buyer may transfer its rights to purchase the Option Real Property to an Affiliate or another entity set up specifically to hold such real property. If the Buyer does not exercise the Option in accordance with its terms, the Option and the rights of Buyer will automatically and immediately terminate without notice.

Option to Purchase Real Property. The Acquired CompaniesPurchaser and DI Food will enter into an Option Agreement, Sellers or their respective Affiliates own certain real property used in the Business as described on Schedule‌ 9.14 expiring January 1, 2011 (collectively, the “Option Real PropertyAgreement”). Effective upon Closing, pursuant to which either party may exercise the Acquired Companies and Sellers (as applicable) grant, and will cause their Affiliates (as applicable) to grant, to Buyer the exclusive right and option to purchase the Option Real Property previously granted under that certain Real Estate Lease and Option Agreement by and between DI Food and SHE CAT, LLC (the “OptionLease Agreement”), on the terms and conditions set forth in this Section 9.14a copy of which will be attached thereto as Exhibit “A”. The term of the Option (the “Option Period”) will commence on the Closing Date and expire upon the fifth anniversary of the Closing Date (the “Option Expiration Date”). Buyer Agreement shall provide that either Purchaser or DI Food may exercise the Option, on one or more of option granted under the properties that make up Lease Agreement by providing the Option Real Property from time to time, by giving written notice to Sellers on or before 5:00 p.m. on the Option Expiration Date. If Buyer exercises the Option, the closing of the purchase of the applicable Option Real Property will occur within other party thirty (30) days prior written notice. In the event that Purchaser exercises the option to acquire the Real Property then Purchaser shall grant to DI Food the option to purchase approximately two (2) acres located on the south portion of Sellerthe Real Property, as more fully described in Exhibit “B” to be attached thereto, for potential use as a hotel for $11,000,000. In the event that DI Food exercises the option to purchase the Real Property then DI Food shall grant to Rick’s receipt the option to purchase approximately two and one-half (2.5) acres, plus the building where Scores-Las Vegas is located, as more fully described in Exhibit “C” to be attached thereto, for $12,000,000. In either event, DI Food, or its assignee, shall provide for adequate parking for Scores-Las Vegas on the approximate two (2) acre portion of the Real Property which it acquires. To the extent that the Option Agreement is exercised between DI Food and Purchaser for the purchase of the Real Property, then DI Food will be obligated to pay all closing costs in connection therewith. As consideration for the Purchaser entering into the Option Agreement, DI Food, or its assignee, agrees to pay to Purchaser $100,000 per month (“Option Fee”) for the term of the Option notice (Agreement, provided however, that in the “Option Closing Date”). The purchase price for the Option Real Property will be the fair market value event that any assignee of the Option Real PropertyAgreement, as contemplated by this Agreement, defaults on the date its obligations, then DI Food shall not be obligated thereafter to pay the Option notice is received by Sellers, as determined by taking the average price determined by each of three real estate appraisers. One appraiser will be appointed by Buyer, one appraiser will be appointed by Sellers and one appraiser will be appointed by the two appraisers appointed by Buyer and Sellers. Buyer and Sellers will direct the appraisers to complete their appraisals within thirty (30) days of Sellers’ receipt of the Option notice. Buyer may transfer its rights to purchase the Option Real Property to an Affiliate or another entity set up specifically to hold such real property. If the Buyer does not exercise the Option in accordance with its terms, the Option and the rights of Buyer will automatically and immediately terminate without noticeFee.

Option to Purchase Real Property. The Acquired Companies, Sellers Seller or their respective Affiliates own certain real property used in the Business as described on Schedule‌ 9.14 (collectively, the “Option Real Property”). Effective upon Closing, the Acquired Companies and Sellers Seller (as applicable) grant, and will cause their Affiliates (as applicable) to grant, to Buyer the exclusive right and option to purchase the Option Real Property (the “Option”), on the terms and conditions set forth in this Section 9.14. The term of the Option (the “Option Period”) will commence on the Closing Date and expire upon the fifth anniversary of the Closing Date (the “Option Expiration Date”). Buyer may exercise the Option, on one or more of the properties that make up the Option Real Property from time to time, by giving written notice to Sellers Seller on or before 5:00 p.m. on the Option Expiration Date. If Buyer exercises the Option, the closing of the purchase of the applicable Option Real Property will occur within thirty (30) days of Seller’s receipt of the Option notice Notice (the “Option Closing Date”). The purchase price for the Option Real Property will be the fair market value of the Option Real Property, on the date the Option notice Notice is received by SellersSeller, as determined by taking the average price determined by each of three real estate appraisers. One appraiser will be appointed by Buyer, one appraiser will be appointed by Sellers Seller and one appraiser will be appointed by the two appraisers appointed by Buyer and SellersSeller. Buyer and Sellers Seller will direct the appraisers to complete their appraisals within thirty (30) days of Sellers’ Seller’s receipt of the Option noticeNotice. Buyer may transfer its rights to purchase the Option Real Property to an Affiliate or another entity set up specifically to hold such real property. If the Buyer does not exercise the Option in accordance with its terms, the Option and the rights of Buyer will automatically and immediately terminate without notice.