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. From the date hereof through the Closing, Seller shall cause the Company to use its reasonable commercial efforts to remediate the Permit matters set forth on Schedule 4.20. After the Closing, Buyer shall cause the Company to use its reasonable commercial efforts to remediate the Permit matters set forth on Schedule 4.20.
Licensing Matters. (a) Upon the request of the Company:
(i) Purchaser will promptly and reasonably cooperate with the Company in connection with the Company’s reasonable requests pertaining to the Company obtaining, maintaining, or renewing any license, registration, or permit from the Oregon Health Authority, the Oregon Liquor Control Commission, or any other federal, state, or local governmental authority; and
(ii) Purchaser will promptly sign and deliver to the Company any documents that the Company, based upon the advice of legal counsel, deems reasonably necessary to obtain, maintain, or renew any such license, registration, or permit.
(b) Purchaser acknowledges that:
(i) Purchaser may have to be listed on one or more applications to be filed with one or more state or local governmental authorities;
(ii) such applications may become public documents once filed; and
(iii) Purchaser may have to provide to one or more state or local governmental authorities information and fingerprints for a criminal background check, an individual history form, and other information required in connection with such applications.
(c) Purchaser represents and warrants to the Company that, as of the Effective Date, to the best of Purchaser’s knowledge, Purchaser satisfies the requirements as an investor of the Company with respect to the Company’s application for a recreational marijuana license issued by the Oregon Liquor Control Commission under OAR 845-025-1000 et seq. If Purchaser’s status as the holder of the Note would prevent the Company from obtaining, maintaining, or renewing: (i) any necessary or desired license, registration, or permit from the Oregon Health Authority, the Oregon Liquor Control Commission, or any other state or local governmental authority; or (ii) any material license, registration, or permit from any governmental authority; then Purchaser shall reasonably cooperate with the Company to take all actions the Company, based on upon advice of legal counsel, deems reasonably necessary to make the Company eligible to obtain, maintain, or renew any such license, registration or permit, which may include the Company’s repayment of the Note in full without any prepayment penalty or premium.
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.
Licensing Matters. Acquisition, monitoring and preservation of all mining and land titles associated with the company and its subsidiaries
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) 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) 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. Between the date hereof and the Closing Date, Seller shall use commercially reasonable efforts to cure the Florida and Massachusetts licensing deficiencies identified in Schedule 2.1 (b) and shall bear the costs of any fines or penalties (whenever incurred) resulting from such deficiencies.
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.