Common use of Alcoholic Beverage License Clause in Contracts

Alcoholic Beverage License. (a) Purchaser and Seller recognize that the Existing Liquor License and all alcoholic beverages on hand at the Hotel or the Property as of the Effective Date, whether issued to the food and beverage department or held in reserve storage (the “Liquor Inventory” and, together with the Existing Liquor License, the “Liquor Assets”) are currently owned by 8440 LLC, a California limited liability company (the “Liquor Seller”). On or prior to Closing, Wolverines Lessee LLC, a Delaware limited liability company (“Wolverines LLC”), and Liquor Seller (collectively, the “Liquor Designee”) shall execute a separate escrow agreement relating to the transfer of the Liquor Assets to Liquor Designee, as co-licensees, (the “Liquor Assets Escrow Agreement”), in the form of Exhibit I attached hereto, and any other documents required by the California Department of Alcoholic Beverage Control (the “ABC”) and reasonably required by the Liquor Assets Escrow Agent (as defined below) to effectuate such transfer, and the parties shall, at or prior to Closing, deliver a fully executed Liquor Assets Escrow Agreement to Bay Commercial Bank, 0000 Xxxx Xxxxxx Xxxxxx Boulevard—Suite A, Castro Valley, CA 94552, Attention Chloe Flowers (the “Liquor Assets Escrow Agent”) along with the Liquor Assets Purchase Price. (b) Simultaneously with the Closing, Purchaser shall deposit into the Liquor Assets Escrow, in cash or other immediately available funds, an amount equal to Seventy-Five Thousand and 00/100 Dollars ($75,000.00) (the “Liquor Assets Purchase Price”), which amount shall be allocated as set forth in the Liquor Assets Escrow Agreement. The amount deposited as the Liquor Assets Purchase Price shall be a credit to Purchaser against the Purchase Price at Closing. (c) The Liquor Assets Escrow Agreement shall close as promptly as possible after the Closing, subject to Applicable Law. Upon the closing of the Liquor Assets Escrow Agreement, the Liquor Assets Escrow Agent shall deliver to Liquor Seller the Liquor Assets Purchase Price (less any amounts disbursed to third parties by the Liquor Assets Escrow Agent from the Liquor Assets Escrow pursuant to the terms of the Liquor Assets Escrow Agreement). (d) Promptly after the Liquor Assets Escrow Agreement and Liquor Assets Purchase Price has been deposited with the Liquor Assets Escrow Agent, Purchaser shall, at its cost and expense, submit an application to the ABC to transfer of the Existing Liquor License to the Liquor Designee, as co-licensees. Liquor Seller shall use commercially reasonable efforts to cooperate with Purchaser and Liquor Designee to cause the Existing Liquor License to be transferred or issued as provided herein, which such cooperation shall include, without limitation, maintaining and renewing the Existing Liquor License until such time as the Liquor Designee secures approval from the ABC for the transfer of the Existing Liquor License (or receives an unappealable order denying the transfer.

Alcoholic Beverage License. (a) Purchaser and Seller recognize acknowledges that the Existing Liquor License and all alcoholic beverages on hand at the Hotel or the Property as of the Effective DateOxford SF Beverage Company, whether issued to the food and beverage department or held in reserve storage (the “Liquor Inventory” and, together with the Existing Liquor License, the “Liquor Assets”) are currently owned by 8440 LLC, a California limited liability company (the “Liquor Seller”). On or prior to Closing, Wolverines Lessee LLC, a Delaware limited liability company (“Wolverines LLCBevCo”), and Liquor Seller Seller’s affiliate, is the owner of the current alcoholic beverage license(s) for the Hotel (collectively, the “Existing Liquor DesigneeLicense”). The Existing Liquor License and the alcoholic beverages on hand at the Hotel, whether issued to the food and beverage departments or held in reserve storage (“Alcoholic Beverages”) shall execute be transferred pursuant to a separate escrow agreement relating (“Liquor Escrow”) between Seller, BevCo and Purchaser and the parties shall execute customary escrow instructions in connection therewith and consistent with the terms of this Agreement. (b) The Existing Liquor License shall be included in the Purchase Price, but a value of Twenty Thousand Dollars ($20,000) (“Liquor License Purchase Price”) shall be separately allocated to it for the transfer purposes of the Liquor Assets Escrow. The cost of the Alcoholic Beverages in not included in the Purchase Price. A value shall be separately allocated to it for the purposes of the Liquor DesigneeEscrow at Closing and, as co-licenseescollectively with the Liquor License Purchase Price, shall constitute the “Liquor Purchase Price”. (c) The Liquor Escrow shall be established at Chicago Title Insurance Company (the “Liquor Assets Escrow AgreementHolder”), unless the parties mutually agree otherwise. The parties acknowledge that the terms and conditions of the Liquor Escrow shall be conducted under Sections 24049 and 24070-24082 of the California Business & Professions Code (“B & P Code”), and the Liquor Escrow Holder shall be authorized and instructed to publish and record all required notices, handle creditor claims, and to obtain tax releases in accordance therewith. Liquor Escrow Holder shall further be directed to handle funds in the form Liquor Escrow in accordance with Section 24049 and 24070-24082 of Exhibit I attached heretothe B & P Code. The Liquor Escrow shall close and the Liquor License Price shall be paid over and released to Seller, and any other documents required without further claim by Purchaser, on the date that the California Department of Alcoholic Beverage Control (the “ABC”) and reasonably required by approves the transfer of the Liquor Assets Escrow Agent (as defined below) License to effectuate such transfer, and the parties shall, at or prior to Closing, deliver a fully executed Liquor Assets Escrow Agreement to Bay Commercial Bank, 0000 Xxxx Xxxxxx Xxxxxx Boulevard—Suite A, Castro Valley, CA 94552, Attention Chloe Flowers (the “Liquor Assets Escrow Agent”) along with the Liquor Assets Purchase Price. (b) Simultaneously with the Closing, Purchaser shall deposit into the Liquor Assets Escrow, in cash or other immediately available funds, an amount equal to Seventy-Five Thousand and 00/100 Dollars ($75,000.00) (the “Liquor Assets Purchase Price”), which amount shall be allocated as set forth in the Liquor Assets Escrow AgreementPurchaser. The amount deposited as the Liquor Assets Purchase Price shall be a credit to Purchaser against the Purchase Price at Closing. (c) The Liquor Assets Escrow Agreement shall close as promptly as possible after the Closing, subject to Applicable Law. Upon the closing of the Liquor Assets Escrow Agreement, the Liquor Assets Escrow Agent shall deliver not be a condition precedent to Liquor Seller the Liquor Assets Purchase Price (less any amounts disbursed to third parties by the Liquor Assets Escrow Agent from the Liquor Assets Escrow pursuant to the terms of the Liquor Assets Escrow Agreement)Closing. (d) Promptly after Within fifteen (15) days following the Effective Date, Purchaser shall file all necessary applications and supporting materials with the ABC as may be required to obtain a permanent or temporary liquor license for the Hotel and shall diligently pursue the issuance of such liquor license. Seller agrees to, and shall cause BevCo to, promptly execute and deposit into the Liquor Assets Escrow Agreement all other documents and instruments (including, but not limited to, liquor license applications and transfer agreements) that may be required by the Liquor Assets Escrow Holder and/or the ABC. (e) Seller agrees to cause to be prepared a certified schedule of the inventory of Alcoholic Beverages on hand at the Hotel as of 11:59 p.m. of the day before the Closing Date. Such schedule shall list all items of Alcoholic Beverages and shall set forth the amount of each item on hand and the net cost paid by Seller for each item. If the net cost for any item cannot be established, then the current replacement cost for such item shall be used based upon the price lists from the Hotel’s suppliers then in effect. The total cost of the Alcoholic Beverages as established above shall be the portion of the Purchase Price has been deposited with allocated to the Alcoholic Beverages. (f) On the Closing Date, the Escrow Agent shall transfer the Liquor Assets Purchase Price to the Liquor Escrow Agent, Holder for deposit into the Liquor Escrow and the Liquor Escrow shall close on the terms and conditions set forth in the separate Liquor Escrow instructions executed by Seller and Purchaser. Purchaser shall, at its cost shall pay any sales tax attributable to the sale of the Liquor License and expense, submit an application Alcoholic Beverages or any other personal property transferred through the Liquor Escrow. Liquor Escrow fees charged by Liquor Escrow Holder shall be paid equally by Seller and Purchaser. Purchaser shall pay all fees and costs payable to the ABC to transfer of in connection with transferring the Existing Liquor License to the Liquor Designeeand all license and transfer fees, as co-licenseescosts of recordation and publication. Liquor Seller shall use commercially reasonable efforts to cooperate with Purchaser and Liquor Designee to cause the Existing Liquor License to be transferred or issued as provided herein, which such cooperation shall include, without limitation, maintaining and renewing the Existing Liquor License until such time as the Liquor Designee secures approval from If (i) the ABC for disapproves the transfer of the Existing Liquor License to Purchaser or (or receives an unappealable order denying ii) Purchaser purchases the transferHotel pursuant to this Agreement but the Liquor Escrow does not close by the expiration of eight (8) calendar months from the Closing Date, then, in either case, the Liquor Escrow shall terminate and the Liquor License Purchase Price shall be released to Seller. The value assigned to the Alcoholic Beverages shall be returned to Purchaser.

Alcoholic Beverage License. (a) Purchaser acknowledges that Seller and Seller recognize that 43rd Restaurant LLC are the current licensees under the existing alcoholic beverage licenses for the Hotel (the “Existing Liquor License Licenses”). Seller shall cooperate with Purchaser in arranging for Purchaser to obtain all licenses and all approvals required under any Legal Requirements for the continued sale of alcoholic beverages on hand at the Hotel or from and after the Property Closing Date (including temporary permits) consistent with the customary practices and procedures of the Hotel in effect as of the Effective DateDate (collectively, whether issued to the food and beverage department or held in reserve storage (the “Liquor Inventory” and, together with the Existing Liquor License, the “Liquor Assets”) are currently owned by 8440 LLC, a California limited liability company (the “Liquor Seller”). On or prior to Closing, Wolverines Lessee LLC, a Delaware limited liability company (“Wolverines LLCLicenses”), and Liquor provided that such cooperation shall (i) not create any potential liability for Seller or 43rd Restaurant LLC greater than is in existence on the Effective Date (collectively, the “Liquor Designee”) shall execute a separate escrow agreement relating to the extent same is not covered by the present insurance policy at the Property) and (ii) be at no cost or expense to Seller or 43rd Restaurant LLC. In no event shall Seller or 43rd Restaurant LLC be required to transfer of the Liquor Assets to Liquor Designee, as co-licensees, (the “Liquor Assets Escrow Agreement”), Purchaser any alcoholic beverage inventory which is located at or held for use in the form of Exhibit I attached hereto, Hotel unless and any other documents required by until Purchaser has obtained a valid and effective license entitling Purchaser to sell alcoholic beverages at the California Department of Alcoholic Beverage Control (Hotel and only to the “ABC”) and reasonably required by the Liquor Assets Escrow Agent (as defined below) extent that Seller or 43rd Restaurant LLC is permitted to effectuate transfer such transfer, and the parties shall, at or prior inventories pursuant to Closing, deliver a fully executed Liquor Assets Escrow Agreement to Bay Commercial Bank, 0000 Xxxx Xxxxxx Xxxxxx Boulevard—Suite A, Castro Valley, CA 94552, Attention Chloe Flowers (the “Liquor Assets Escrow Agent”) along with the Liquor Assets Purchase Priceapplicable law. (b) Simultaneously with Promptly following the ClosingEffective Date but in no event sooner than 30 days after the notice to the Community Board, Purchaser shall deposit into file all necessary applications and supporting materials with the New York State Liquor Assets EscrowAuthority as may be required for the issuance of all Liquor Licenses, and shall thereafter use commercially reasonable efforts to diligently pursue and obtain the issuance of such Liquor Licenses or a temporary permit prior to, or contemporaneously with, the Closing. If Purchaser has not secured a Liquor License or temporary permit as of the Outside Closing Date, then Purchaser shall be entitled to adjourn the Outside Closing Date by no more than 30 days upon giving notice of such election to Seller and depositing an additional ONE MILLION EIGHT HUNDRED NINETY THOUSAND AND NO/100 DOLLARS ($1,890,000.00) with the Escrow Agent to be held as, and which shall become a part of, the Xxxxxxx Money, in cash each case prior to the Outside Closing Date. If Purchaser has not secured a Liquor License or temporary permit as of the Outside Closing Date, so adjourned, Purchaser’s obligation to close the purchase of the Hotel shall not be excused or delayed or in any other immediately available fundsway be affected thereby, an amount equal to Seventy-Five Thousand and 00/100 Dollars ($75,000.00) (the “Liquor Assets Purchase Price”), which amount shall be allocated as set forth in the Liquor Assets Escrow Agreement. The amount deposited as the Liquor Assets Purchase Price shall not be reduced and Seller shall have no additional obligation as a credit result thereof. Purchaser shall keep Seller informed of the status of such applications, and shall promptly respond to Purchaser against Seller’s inquiries regarding the Purchase Price at Closingstatus of the same. (c) The Liquor Assets Escrow If this Agreement shall close as promptly as possible after is terminated and Purchaser has filed an application or otherwise commenced the Closing, subject to Applicable Law. Upon the closing process of obtaining the Liquor Assets Escrow Agreement, the Liquor Assets Escrow Agent shall deliver to Liquor Seller the Liquor Assets Purchase Price (less Licenses or obtaining any amounts disbursed to third parties by the Liquor Assets Escrow Agent from the Liquor Assets Escrow pursuant to the terms of the Liquor Assets Escrow Agreement). (d) Promptly after the Liquor Assets Escrow Agreement new licenses and Liquor Assets Purchase Price has been deposited with the Liquor Assets Escrow Agentpermits, Purchaser shall, at its cost shall withdraw all such applications and expense, submit an application cease all other activities with respect to the ABC to such transfer of the Existing Liquor License to the Liquor Designee, as co-licensees. Liquor Seller shall use commercially reasonable efforts to cooperate with Purchaser or such new licenses and Liquor Designee to cause the Existing Liquor License to be transferred or issued as provided herein, which such cooperation shall include, without limitation, maintaining and renewing the Existing Liquor License until such time as the Liquor Designee secures approval from the ABC for the transfer of the Existing Liquor License (or receives an unappealable order denying the transferpermits.

Alcoholic Beverage License. (a) Purchaser and acknowledges that Seller recognize that is the Existing Liquor License and all current licensee under the existing alcoholic beverages on hand at beverage license for the Hotel or the Property as of the Effective Date, whether issued to the food and beverage department or held in reserve storage (the “Liquor Inventory” and, together with the Existing Liquor License, ”). Seller shall reasonably cooperate with Purchaser in submitting documents to the “New York State Liquor Assets”) are currently owned by 8440 LLC, a California limited liability company Authority (the “Liquor Seller”). On or prior to Closing, Wolverines Lessee LLC, a Delaware limited liability company (“Wolverines LLC”), and Liquor Seller (collectively, the “Liquor Designee”) shall execute a separate escrow agreement relating to the transfer of the Liquor Assets to Liquor Designee, as co-licensees, (the “Liquor Assets Escrow Agreement”), in the form of Exhibit I attached hereto, and any other documents required by the California Department of Alcoholic Beverage Control (the “ABCNYSLA”) and reasonably required obtaining all necessary approvals needed by Purchaser in order to obtain all appropriate licenses and permits for the Liquor Assets Escrow Agent sale of alcoholic beverages at the Hotel; provided, that such cooperation shall (as defined belowi) to effectuate such transfernot create any potential liability for Seller, and (ii) be at no cost or expense to Seller. To that end, upon the parties shallissuance of a temporary retail permit for the Hotel, at or prior Seller hereby agrees to Closing, deliver a fully executed Liquor Assets Escrow Agreement to Bay Commercial Bank, 0000 Xxxx Xxxxxx Xxxxxx Boulevard—Suite A, Castro Valley, CA 94552, Attention Chloe Flowers (the “Liquor Assets Escrow Agent”) along with the Liquor Assets Purchase Price. (b) Simultaneously with the Closing, Purchaser shall deposit into the Liquor Assets Escrow, in cash or other immediately available funds, an amount equal to Seventy-Five Thousand and 00/100 Dollars ($75,000.00) (the “Liquor Assets Purchase Price”), which amount shall be allocated as set forth in the Liquor Assets Escrow Agreement. The amount deposited as the Liquor Assets Purchase Price shall be a credit to Purchaser against the Purchase Price at Closing. (c) The Liquor Assets Escrow Agreement shall close as promptly as possible after the Closing, subject to Applicable Law. Upon the closing of the Liquor Assets Escrow Agreement, the Liquor Assets Escrow Agent shall deliver to Liquor Seller the Liquor Assets Purchase Price (less any amounts disbursed to third parties by the Liquor Assets Escrow Agent from the Liquor Assets Escrow pursuant to the terms of the Liquor Assets Escrow Agreement). (d) Promptly after the Liquor Assets Escrow Agreement and Liquor Assets Purchase Price has been deposited with the Liquor Assets Escrow Agent, Purchaser shall, at its cost and expense, submit an application to the ABC to transfer of the Existing Liquor License to the Liquor DesigneeNYSLA for safekeeping and, as co-licensees. Liquor upon the issuance of a liquor license for the Hotel, Seller shall use commercially reasonable efforts to cooperate with Purchaser and Liquor Designee hereby agrees to cause the Existing Liquor License to be transferred or issued as provided hereinsurrendered to the NYSLA and shall provide the NYSLA with all necessary documentation, which such cooperation shall includeincluding, without limitation, maintaining a Petition for Surrender of License, in connection therewith. In no event shall Seller be required to transfer to Purchaser any unopened alcoholic beverage inventory which is located at or held for use in the Hotel unless and renewing until Seller has received a liquidators permit and Purchaser has obtained a valid and effective license entitling Purchaser to sell alcoholic beverages at the Existing Hotel and only to the extent that Seller is permitted to transfer such inventories pursuant to applicable law. Promptly following the Effective Date, Purchaser shall file all necessary applications and supporting materials with the New York State Liquor License until Authority as may be required to obtain a temporary retail permit and liquor license for the Hotel, and shall diligently pursue the issuance of such temporary retail permit and liquor license. If Purchaser has not secured a temporary retail permit or liquor license for the Hotel as of the Scheduled Closing Date, then Purchaser shall have the one-time right to adjourn the Scheduled Closing Date to any Business Day occurring on or before June 8, 2011 by giving notice to Seller at least three (3) Business Days prior to the then Scheduled Closing Date; provided, that, the failure of Purchaser to secure a temporary retail permit or liquor license by the Scheduled Closing Date (as the Liquor Designee secures approval from same may be adjourned pursuant to the ABC for immediately preceding sentence) shall not excuse or in any other way affect Purchaser’s obligation to consummate the transfer of transaction contemplated under this Agreement and the Existing Liquor License (or receives an unappealable order denying the transferPurchase Price shall not be reduced and Seller shall have no additional obligation as a result thereof.

Alcoholic Beverage License. (a) Purchaser acknowledges that Oxford Union Square Beverage Company LLC, a Delaware limited liability company and affiliate of Seller recognize that (“BevCo”), and Club Minibar Inc., a California corporation (“Club Minibar”), are the current licensees under the existing alcoholic beverage license(s) for the Hotel (collectively, the “Existing Liquor License”). The Existing Liquor License and all the alcoholic beverages on hand at the Hotel or the Property as of the Effective DateHotel, whether issued to the food and beverage department departments or held in reserve storage (but excluding the minibar inventory)(“Alcoholic Beverages”), shall be transferred pursuant to a separate escrow (“Liquor Escrow”) between Seller, BevCo, Club Minibar and Purchaser and the parties shall execute customary escrow instructions in connection therewith and consistent with the terms of this Agreement. (b) The Existing Liquor License shall be included in the Purchase Price, but a value of Twenty Thousand Dollars ($20,000) (“Liquor License Purchase Price”) shall be separately allocated to it for the purposes of the Liquor Escrow. The cost of the Alcoholic Beverages is not included in the Purchase Price. A value shall be separately allocated to it for the purposes of the Liquor Escrow at Closing and, collectively with the Liquor License Purchase Price, shall constitute the “Liquor Inventory” and, together with the Existing Purchase Price”. (c) The Liquor License, the “Liquor Assets”) are currently owned by 8440 LLC, a California limited liability company Escrow shall be established at Heritage Bank of Commerce (the “Liquor SellerEscrow Holder”), attention: Chloe Flowers, unless the parties mutually agree otherwise. On or prior to Closing, Wolverines Lessee LLC, a Delaware limited liability company The parties acknowledge that the terms and conditions of the Liquor Escrow shall be conducted under Sections 24049 and 24070-24082 of the California Business & Professions Code (“Wolverines LLCB & P Code”), and the Liquor Seller (collectivelyEscrow Holder shall be authorized and instructed to publish and record all required notices, handle creditor claims, and to obtain tax releases in accordance therewith. Liquor Escrow Holder shall further be directed to handle funds in the “Liquor Designee”) shall execute a separate escrow agreement relating to the transfer Escrow in accordance with Section 24049 and 24070-24082 of the B & P Code. The Liquor Assets Escrow shall close and the Liquor License Purchase Price shall be paid over and released to Liquor DesigneeSeller, as co-licenseeswithout further claim by Purchaser, (on the “Liquor Assets Escrow Agreement”), in the form of Exhibit I attached hereto, and any other documents required by date that the California Department of Alcoholic Beverage Control (the “ABC”) and reasonably required by approves the Liquor Assets Escrow Agent (as defined below) to effectuate such transfer, and the parties shall, at or prior to Closing, deliver a fully executed Liquor Assets Escrow Agreement to Bay Commercial Bank, 0000 Xxxx Xxxxxx Xxxxxx Boulevard—Suite A, Castro Valley, CA 94552, Attention Chloe Flowers (the “Liquor Assets Escrow Agent”) along with the Liquor Assets Purchase Price. (b) Simultaneously with the Closing, Purchaser shall deposit into the Liquor Assets Escrow, in cash or other immediately available funds, an amount equal to Seventy-Five Thousand and 00/100 Dollars ($75,000.00) (the “Liquor Assets Purchase Price”), which amount shall be allocated as set forth in the Liquor Assets Escrow Agreement. The amount deposited as the Liquor Assets Purchase Price shall be a credit to Purchaser against the Purchase Price at Closing. (c) The Liquor Assets Escrow Agreement shall close as promptly as possible after the Closing, subject to Applicable Law. Upon the closing transfer of the Liquor Assets Escrow Agreement, the Liquor Assets Escrow Agent shall deliver License to Liquor Seller the Liquor Assets Purchase Price (less any amounts disbursed to third parties by the Liquor Assets Escrow Agent from the Liquor Assets Escrow pursuant to the terms Purchaser. The Closing of the Liquor Assets Escrow Agreement)is not a condition to Closing. (d) Promptly after the Liquor Assets Escrow Agreement and Liquor Assets Purchase Price has been deposited with the Liquor Assets Escrow Agent, Purchaser shall, at its cost and expense, submit an application to the ABC to transfer of the Existing Liquor License to the Liquor Designee, as co-licensees. Liquor Seller shall use commercially reasonable efforts to cooperate file all necessary applications and supporting materials with Purchaser the ABC as may be required to obtain a permanent or temporary liquor license for the Hotel as soon as possible, but in any event such filing shall occur on or before June 14, 2010, and following filing shall diligently pursue the issuance of such liquor license. Seller agrees to (and shall request BevCo and Club Minibar to) promptly execute and deposit into the Liquor Designee Escrow all other documents and instruments (including, but not limited to, liquor license applications and transfer agreements) that may be required by the Liquor Escrow Holder and/or the ABC. (e) Seller agrees to cause to be prepared a certified schedule of the Existing inventory of Alcoholic Beverages on hand at the Hotel as of 11:59 p.m. of the day before the Closing Date. Such schedule shall list all items of Alcoholic Beverages and shall set forth the amount of each item on hand and the net cost paid by Seller for each item. If the net cost for any item cannot be established, then the current replacement cost for such item shall be used based upon the price lists from the Hotel’s suppliers then in effect. The total cost of the Alcoholic Beverages as established above shall be the portion of the Purchase Price allocated to the Alcoholic Beverages. (f) On the Closing Date, the Escrow Agent shall transfer the Liquor Purchase Price to the Liquor Escrow Holder for deposit into the Liquor Escrow and the Liquor Escrow shall close on the terms and conditions set forth in the separate Liquor Escrow instructions executed by Seller and Purchaser. Purchaser shall pay any sales tax attributable to the sale of the Liquor License and Alcoholic Beverages or any other personal property transferred through the Liquor Escrow. Liquor Escrow fees charged by Liquor Escrow Holder shall be paid equally by Seller and Purchaser. Purchaser shall pay all fees and costs payable to be transferred the ABC in connection with transferring the Liquor License and all license and transfer fees, costs of recordation and publication. (g) If Purchaser is unable prior to Closing to obtain a temporary liquor license permitting Purchaser or issued Manager to continue to sell Alcoholic Beverages at the Hotel, then BevCo and Club Minibar shall execute and deliver to Purchaser, subject to the indemnification below, an interim management agreement (the “Interim Beverage Agreement”) in substantially the form attached as provided hereinExhibit J hereto, and shall keep open the bars and lounges and liquor facilities of the Hotel between the Closing Date and the time when such existing alcoholic beverage license transfers or the issuance of new licenses actually become effective, in the manner in which such cooperation shall includebars, without limitationlounges and liquor facilities were operated prior to Closing, maintaining by such license holders exercising management and renewing supervision of such facilities under the Existing Liquor License until such time as of transfer or issuance; provided, however, that Purchaser at Closing shall indemnify and hold Seller, BevCo and Club Minibar harmless from any liability, damages or claims encountered in connection with such operations during said period of time and all costs and expenses (including reasonable attorneys’ fees) arising therefrom. Seller’s obligation under this Section 4.9(g) to enter into the Liquor Designee secures approval from Interim Beverage Agreement shall be conditioned upon none of Seller, BevCo or Club Minibar being obligated to assume (except to the ABC for extent provided in the transfer of the Existing preceding sentence) any liability with respect to any Liquor License (or receives the serving of alcoholic beverages following Closing unless each of them is satisfied as to the scope of its or their potential liability and such liability is indemnified and insured against by Purchaser in an unappealable order denying the transferamount, form and from a third party carrier, all reasonably satisfactory to each of Seller, BevCo and Club Minibar. In no event shall Seller, BevCo nor Club Minibar be obligated to assume any liability for activities of Purchaser that would expose any of them to criminal liability.

Alcoholic Beverage License. (a) Purchaser and Seller recognize acknowledges that PCH is the Existing Liquor License and all current licensee under the existing alcoholic beverages on hand at beverage license for the Hotel or the Property as of the Effective Date, whether issued to the food and beverage department or held in reserve storage (the “Liquor Inventory” and, together with the Existing Liquor License, the “Liquor Assets”) are currently owned by 8440 LLC, a California limited liability company (the “Liquor Seller”). On or prior to Closing, Wolverines Lessee LLC, a Delaware limited liability company (“Wolverines LLC”), and Liquor Seller (collectively, the “Liquor Designee”) shall execute a separate escrow agreement relating to the transfer of the Liquor Assets to Liquor Designee, as co-licensees, (the “Liquor Assets Escrow Agreement”), in the form of Exhibit I attached hereto, and any other documents required by the California Department of Alcoholic Beverage Control (the “ABC”) and reasonably required by the Liquor Assets Escrow Agent (as defined below) to effectuate such transfer, and the parties shall, at or prior to Closing, deliver a fully executed Liquor Assets Escrow Agreement to Bay Commercial Bank, 0000 Xxxx Xxxxxx Xxxxxx Boulevard—Suite A, Castro Valley, CA 94552, Attention Chloe Flowers (the “Liquor Assets Escrow Agent”) along with the Liquor Assets Purchase Price. (b) Simultaneously with the Closing, Purchaser shall deposit into the Liquor Assets Escrow, in cash or other immediately available funds, an amount equal to Seventy-Five Thousand and 00/100 Dollars ($75,000.00) (the “Liquor Assets Purchase Price”), which amount shall be allocated as set forth in the Liquor Assets Escrow Agreement. The amount deposited as the Liquor Assets Purchase Price shall be a credit to Purchaser against the Purchase Price at Closing. (c) The Liquor Assets Escrow Agreement shall close as promptly as possible after the Closing, subject to Applicable Law. Upon the closing of the Liquor Assets Escrow Agreement, the Liquor Assets Escrow Agent shall deliver to Liquor Seller the Liquor Assets Purchase Price (less any amounts disbursed to third parties by the Liquor Assets Escrow Agent from the Liquor Assets Escrow pursuant to the terms of the Liquor Assets Escrow Agreement). (d) Promptly after the Liquor Assets Escrow Agreement and Liquor Assets Purchase Price has been deposited with the Liquor Assets Escrow Agent, Purchaser shall, at its cost and expense, submit an application to the ABC to transfer of the Existing Liquor License to the Liquor Designee, as co-licensees. Liquor Seller shall use commercially reasonable efforts to cooperate with Purchaser and Liquor Designee to cause the Existing Liquor License to be transferred or issued as provided herein, which such cooperation shall include, without limitation, maintaining and renewing the Existing Liquor License until such time as the Liquor Designee secures approval from the ABC in arranging for the transfer of the Existing Liquor License to Purchaser (including, if requested by Purchaser, Seller depositing its license in safekeeping with the New York State Liquor Authority during the pendency of Purchaser’s temporary retail permit), provided that such transfer and cooperation shall (i) not create any potential liability for Seller and (ii) be at no cost or receives expense to Seller. In no event shall Seller be required to transfer to Purchaser any alcoholic beverage inventory which is located at or held for use in the Hotel unless and until Purchaser has obtained a valid and effective license entitling Purchaser to sell alcoholic beverages at the Hotel and only to the extent that Seller is permitted to transfer such inventories pursuant to applicable law. (b) Promptly following the expiration of the Inspection Period, Purchaser shall file all necessary applications and supporting materials with the New York State Liquor Authority as may be required to obtain a temporary liquor license for the Hotel, and shall diligently pursue the issuance of such liquor license. If Purchaser has not secured a temporary or permanent liquor license or the transfer of the Existing Liquor License as of the Closing Date, then Purchaser’s obligation to close the purchase of the Hotel shall not be excused or delayed or in any other way be affected thereby, the Purchase Price shall not be reduced and Seller shall have no additional obligation as a result thereof. If this Agreement is terminated and Purchaser has filed an unappealable order denying application or otherwise commenced the transferprocessing of obtaining new licenses and permits, Purchaser shall withdraw all such applications and cease all other activities with respect to such new license and permits. Purchaser’s obligations under this Section 4.9(b) shall survive the termination of this Agreement.