Licensing Matters. (a) If prior to the Closing or within one (1) year following any Closing Date, there is a cost incurred to resolve any conditions relating to the Facilities, Real Property or the Personal Property that existed as of the Closing Date subject to and required by Governmental Authorities as a result of a survey and/or re-licensing inspection by any Governmental Authority in connection with Purchaser's attempts to obtain Governmental Approvals (a "Licensing Survey"), Seller shall bear all such costs to the extent they are based on Applicable Laws in effect as of the relevant Closing Date for the applicable Facility and the condition of the relevant Facility(ies) as of Closing. Seller shall have the right to promptly approve any third party whose services are engaged to resolve any condition described above to the extent the cost to resolve such condition exceeds $10,000, such approval not to be unreasonably withheld.
(b) In connection with any Licensing Survey, Seller and Purchaser agree to cooperate fully with each other in preparing, filing, prosecuting, and taking any other actions with respect to any applications, requests, or actions that are or may be reasonable and necessary to obtain the Governmental Approvals.
(c) With respect to (i) any Licensing Survey, and (ii) any other survey or other relicensing inspection by any Governmental Authority conducted at any time after the applicable Closing Date for any Facility as a result of Purchaser's application for Governmental Approvals, Seller agrees to be responsible for all citations and/or deficiencies attributable to (i) pre-closing activities that violate a healthcare statute, rule or regulation (and which violation did not first occur after the Closing Date) and (ii) pre-closing conditions, and Seller shall correct and/or pay for such citations and/or deficiencies to the extent applicable. Seller's responsibility shall include correcting all non-compliances and/or citations, paying any and all fines, providing a Plan of Correction (prior to Closing), providing and bearing the expense for all consultants, staff, materials, supplies and equipment necessary to complete the Plan of Correction, and achieve full compliance. To the extent that such corrections cannot be completed prior to Closing, then Seller shall be required to place in escrow an amount equal to one hundred percent (100%) of the reasonable estimated cost of the corrections required in the Plan of Correction. Nothing herein shall limit Seller'...
Licensing Matters. Each Member covenants and agrees to provide all information, execute all documents, and do all other things requested (without, however, assuming any monetary liability) by the Board in connection with the Company's application for, or obtaining of, any liquor, beverage, entertainment, operating or other license or permit sought by the Company. The Members acknowledge that the Company may require that the Members provide certain information or documents, and may require the Members' execution of such documents and other certificates, in connection with the Company's operations and activities, including but not limited to any application for and ownership of licenses related to the production, manufacture and sale of alcoholic beverages. Each Member covenants and agrees to fully cooperate with the Company and the Board in connection with the foregoing. If the Board determines in its sole and absolute discretion that the Member’s continued ownership of a Membership Interest is prohibited by any such license or permit or that the Company’s compliance with any such license or permit is jeopardized by the Member’s continued ownership of a Membership Interest or if any Member fails to provide such cooperation or fails to provide all of the information, documents, certificates and other things requested by the Board within ten (10) days of written request therefor, then, upon the written election of the Board, to be exercised in the Board’s sole and absolute discretion, such Member shall sell to the Company or any person designated by the Board, such Member's Membership Interest. The purchase price and other terms and conditions of sale of the Membership Interest shall be determined in accordance with Article 8, with all time periods being calculated from the date of the Board’s written notice pursuant to this Section 4.9. Any failure by the Company or the Board to request any information, documents, certificates or any other things from any Member at any time or from time to time shall not constitute a waiver of the right to do so at any other time or the application of the aforementioned provisions at any such other time.
Licensing Matters. (a) Acquiree shall maintain: (i) a License issued and administered by the State of Arizona. Acquiree covenants and agrees to maintain such License.
(b) On the Closing Date, all licensing shall be in good standing, and, to Acquiree's knowledge, this transaction shall not jeopardize the license of Acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of Acquiree after Closing.
Licensing Matters. (a) From and after the Closing, in the event there is a cost incurred to resolve any conditions relating to the Real Property or the Personal Property subject to and required by governmental authorities as a result of change of ownership survey and/or re-licensing inspection by a governmental authority arising from this transaction (a "First Post-Closing Survey"), Purchaser shall bear all such costs and shall indemnify and hold harmless Seller therefrom. Such covenant and indemnity shall survive Closing.
(b) In connection with survey and re-licensing matters, Seller and the Purchaser agree to cooperate fully with each other in preparing, filing, prosecuting, and taking any other actions with respect to any applications, requests, or actions that are or may be reasonable and necessary to obtain the consent of any governmental instrumentality.
Licensing Matters. (a) HRS and HRS Mobile shall maintain: (i) all licenses issued and administered by any regulatory authority. HRS and HRS Mobile covenant and agree to maintain such licenses through Closing.
(b) On the Closing Date, all licensing shall be in good standing, and, to the respective knowledge HRS and HRS Mobile's respective Managers, this transaction shall not jeopardize the licenses of acquiree, nor its material contracts with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of HRS and HRS Mobile after Closing.
Licensing Matters. (a) Interest Holders shall maintain: (i) all licenses issued and administered by any regulatory authority until such time as TPT can change title to Purchased Assets. Interest Holders covenants and agrees to maintain such licenses.
(b) On the Closing Date, all licensing shall be in good standing, and, to Interest Holders' knowledge, this transaction shall not jeopardize the licenses of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of Interest Holders after Closing.
Licensing Matters. (a) SDM shall maintain: (i) all Licenses issued and administered by any regulatory authority ____________and covenants and agrees to maintain such license.
(b) On the Closing Date, all licensing shall be in good standing, and, to SDM's knowledge, this transaction shall not jeopardize the licenses of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of SDM after Closing.
Licensing Matters. (a) Seller covenants that it shall maintain any required licenses issued and administered by any governmental or other applicable authority in order to operate the Assets.
(b) On the Closing Date, all licensing shall be in good standing, and, to Seller’s knowledge, this transaction shall not jeopardize the required licenses to operate the Assets, nor any contract with any vendors or customers related thereto. TPTG shall obtain or maintain, where applicable, any approvals necessary for the operations and licenses to operate the Assets after Closing.
Licensing Matters. (a) Seller shall maintain: (i) all Licenses issued and administered by any regulatory authority related to the Assets. Seller covenants and agrees to maintain such license, where it exists and is necessary.
(b) On the Closing Date, all licensing shall be in good standing, and, to Seller's knowledge, this transaction shall not jeopardize the licenses of the Assets, if any, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license, if any, of the Assets after Closing.
Licensing Matters. (a) Seller shall maintain: (i) all Licenses issued and administered by any regulatory authority, as applicable.
(b) On the Closing Date, all licensing shall be in good standing, and, to Seller's knowledge, this transaction shall not jeopardize the licenses of acquiree, nor its contract with any vendors or customers. TPTG shall obtain and maintain any approvals necessary for the operations and license of Seller after Closing.
