Liquor Assets Sample Clauses

Liquor Assets. Purchaser acknowledges and agrees that the Liquor Entities hold the Liquor Licenses for the applicable Hotels. Within five (5) Business Days following the expiration of the Feasibility Period, Purchaser shall (a) notify the applicable liquor authorities of the proposed sale of the applicable Property and proposed issuance to Purchaser (or its designee) of new Liquor Licenses or a transfer of the Liquor Licenses at the Hotels, (b) complete an application, including all exhibits, in the form required by the applicable liquor authorities for the issuance to Purchaser (or its designee) of the temporary or permanent Liquor Licenses or transfer the existing Liquor Licenses, (c) deliver such completed application to Purchaser’s liquor license counsel, to be held and filed by such counsel as soon as legally permitted, and (d) following expiration of the Feasibility Period and following written notice from Seller to Purchaser (which notices shall not be delivered more frequently than bi-monthly except during the thirty (30) days prior to the Closing Date), use commercially reasonable efforts to apprise Seller on the status of the transfer of the Liquor Licenses to Purchaser or its agent or designee. Purchaser shall be responsible for all costs and expenses in connection with the issuance of the new (temporary or permanent) Liquor Licenses or the transfer of the existing Liquor Licenses, as applicable. Seller agrees, without cost to Seller, to cooperate (and use commercially reasonable efforts to cause the Liquor Entities to cooperate) until and after the Closing Date with Purchaser (or its designee) in effectuating the issuance of the new Liquor Licenses or the transfer of the existing Liquor Licenses for the Hotels. If despite the exercise of such efforts by Purchaser, Purchaser is unable to obtain a transfer of a Liquor License or a new Liquor License on or before the Closing Date, then Seller shall, to the extent requested by Purchaser and to the extent legally permissible, where an entity that comprises Seller is not the sole licensee under the applicable Liquor License, (x) exercise diligent efforts to obtain from the licensee an agreement as similar to Exhibit V as is feasible and (y) use commercially reasonable efforts (including exercise any relevant rights under the applicable Existing Management Agreement) to cause the applicable Manager under the applicable Existing Management Agreement to enter an agreement as similar to Exhibit V as is feasible. Notwit...
Sample 1
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Liquor Assets. Purchaser shall receive a credit in an amount equal to the Liquor Assets Purchase Price actually paid to Liquor Seller.
Sample 1
Liquor Assets. Purchaser acknowledges and agrees that an Affiliate of Manager currently holds the Liquor License for the Hotel. Within ten (10) days following the Effective Date, Purchaser shall (a) notify the applicable liquor authorities of the proposed sale of the Property and issuance to Purchaser (or its designee) of new Liquor Licenses or a transfer of the Liquor Licenses at the Hotel, (b) complete an application, including all exhibits, in the form required by the applicable liquor authorities for the issuance to Purchaser (or its designee) of the temporary or permanent Liquor Licenses or transfer the existing Liquor Licenses, (c) deliver such completed application to Purchaser’s liquor license counsel, to be held and filed by such counsel as soon as legally permitted, and (d) deliver to Seller copies of the foregoing and any other notices, correspondence or other documentation sent to or received from such liquor authorities by Purchaser. Purchaser shall be responsible for all costs and expenses in connection with the issuance of the new (temporary or permanent) Liquor Licenses or the transfer of the existing Liquor Licenses, as applicable. Seller agrees, without cost to Seller, to cooperate (and cause Manager or its applicable Affiliate to cooperate) until and after the Closing Date with Purchaser (or its designee) in effectuating the issuance of the new Liquor Licenses or the transfer of the existing Liquor Licenses for the Hotel. Purchaser and Manager, by separate agreement, may enter into an agreement to provide for continued temporary management on such terms and conditions as agreed upon by Purchaser and Manager.
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Liquor Assets 
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Related to Liquor Assets

  • Other Assets i. Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Transfer Assets Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

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