Common use of Liquor License Clause in Contracts

Liquor License. The determination to obtain those licenses, consents or other approvals required by the Georgia Department of Revenue Alcohol & Tobacco Tax Division (the “GDR”) or required by the City of Xxxxx Spring or otherwise that may be necessary for the Company to obtain a liquor license or direct that a liquor license be obtained at the Hotel (the “Liquor Licenses”) shall be a Major Decision; provided, however, CWI may elect at any time to cause the Company to apply for the Liquor Licenses by taking any and all actions and filing all necessary applications and/or disclosure forms or other information required by the GDR or the City of Xxxxx Spring in connection with obtaining any of the Liquor Licenses; provided, further, if (i) the application and/or disclosure process is impossible or creates an unreasonable and/or impractical burden on the Members or their respective constituent members, partners, shareholders or other direct and indirect owners thereof (including, without limitation, requiring disclosures or applications from any Person having a direct interest in the REIT and/or any executives or board members of CWI); or (ii) the Company is unable to obtain or subsequently loses any Liquor Licenses, which in any case arises because of a Member’s or its Affiliate’s inability to obtain qualification or the necessary licenses, consents or other approvals required by the GDR, then in either event, the Members may elect to (A) abstain from acquiring the Liquor License; or (B) form a wholly owned subsidiary or other affiliated ownership structure controlled by one or more of the Members or their respective Affiliates (“LiquorCo”) that will apply for and hold the Liquor License(s) in lieu of the Company. In the event that the Members approve the formation of LiquorCo pursuant to clause (ii) of the prior sentence, the Company will enter into an agreement with LiquorCo that will permit the sale of liquor at the Hotel, to the extent legally permissible and on terms and conditions reasonably acceptable to the Members.

Liquor License. The determination to obtain those licenses, consents or other approvals required by the Georgia Department State of Revenue Louisiana Office of Alcohol & and Tobacco Tax Division Control (the “GDRATC”) or required by the City of Xxxxx Spring New Orleans or otherwise that may be necessary for the Company to obtain a liquor license or direct that a liquor license be obtained at the Hotel (the “Liquor Licenses”) shall be a Major Member Decision; provided, however, CWI Member may elect at any time to cause the Company or a Subsidiary to apply for the Liquor Licenses by taking any and all actions and filing all necessary applications and/or disclosure forms or other information required by the GDR ATC or the City of Xxxxx Spring New Orleans in connection with obtaining any one or both of the Liquor Licenses; provided, further, if (ia) the application and/or disclosure process is impossible or creates an unreasonable and/or impractical burden on the Members or their respective constituent members, partners, shareholders or other direct and indirect owners thereof (including, without limitation, requiring disclosures or applications from any Person having a direct interest in the REIT and/or any executives or board members of CWI); or (iib) the Company is unable to obtain or subsequently loses any Liquor Licenses, which in any case arises because of a Member’s or its Affiliate’s inability to obtain qualification or the necessary licenses, consents or other approvals required by the GDRATC, then in either event, the Members may elect to (Ai) abstain from acquiring the Liquor License; or (Bii) form a wholly owned subsidiary or other affiliated ownership structure controlled by one or more of the Members or their respective Affiliates (“LiquorCo”) that will apply for and hold the Liquor License(s) in lieu of the Company. In the event that the Members approve the formation of LiquorCo pursuant to clause (iic) of the prior sentence, the Company will enter into an agreement with LiquorCo that will permit the sale of liquor at the Hotel, to the extent legally permissible and on terms and conditions reasonably acceptable to the Members.

Liquor License. The determination to obtain those Members acknowledge that an Affiliate of FHR is the current holder of the licenses, consents or other approvals required by the Georgia California Department of Revenue Alcohol & Tobacco Tax Division Alcoholic Beverage Control (the “GDRABC”) or required by the City of Xxxxx Spring Sonoma or otherwise that may be necessary for the Company or the TRS SUB to obtain a liquor license or direct that a liquor license be obtained at the Hotel (the “Liquor Licenses”) ). The determination to transfer or obtain new Liquor Licenses shall be a Major Member Decision; provided, however, CWI may elect at any time to cause the Company or TRS SUB to apply for the Liquor Licenses by taking any and all actions and filing all necessary applications and/or disclosure forms or other information required by the GDR ABC or the City of Xxxxx Spring Sonoma in connection with obtaining any of the Liquor Licenses; provided, further, if (ia) the application and/or disclosure process is impossible or creates an unreasonable and/or impractical burden on the Members or their respective constituent members, partners, shareholders or other direct and indirect owners thereof (including, without limitation, requiring disclosures or applications from any Person having a direct interest in the REIT and/or any executives or board members of CWI); or (iib) the Company or TRS SUB is unable to obtain or subsequently loses any Liquor Licenses, which in any case arises because of a Member’s or its Affiliate’s inability to obtain qualification or the necessary licenses, consents or other approvals required by the GDRABC, then in either eventevent and in the sole but good faith discretion of Managing Member, the Members may elect to (A) abstain from acquiring the Liquor License; or (B) Company shall form a wholly owned subsidiary or other affiliated ownership structure controlled by one or more of the Members or their respective Affiliates (“LiquorCo”) that will apply for and hold the Liquor License(s) in lieu of the Company. In the event that the Members approve the formation of LiquorCo pursuant to clause (ii) of the prior sentence, Company and the Company will enter into an agreement with LiquorCo that will permit the sale of liquor at the Hotel, to the extent legally permissible and on reasonable terms and conditions reasonably acceptable to the Membersconditions.

Liquor License. The determination In connection with the closing for each Property, if and to obtain those licensesthe extent the laws of the state in which the Property in question is located does not permit Promus Hotels, consents Inc. as manager under the hereinafter defined Management Agreement ("Manager") to hold the liquor licenses and alcoholic beverage licenses necessary to operate any restaurants, bars and lounges presently located within the Improvements for such Property (collectively, the "Liquor Licenses"), Buyer or other approvals its designee shall, or shall cause the party required by the Georgia Department laws of Revenue Alcohol & Tobacco Tax Division (the “GDR”) or required by the City of Xxxxx Spring or otherwise that state in question to, execute such forms, license applications and other documents as may be necessary for Buyer or its designee or such required party (collectively, the Company "Liquor License Holder") to obtain a all Liquor Licenses. If permitted under the laws of the state in which the Property in question is located, Manager shall execute and file all necessary forms, applications and other documents (and the related Seller, at no cost or expense to it and without liability to it, shall cooperate with Manager's filing of such forms, applications and other documents) with the appropriate liquor license and alcoholic beverage authorities prior to the closing for the Property in question, and Manager's obtaining the necessary Liquor Licenses shall take effect, if possible, simultaneously with or direct that a liquor license be obtained upon completion of closing for such Property. If not so permitted, Buyer or its designee will, or will cause the Liquor License Holder to, submit all forms, applications and other documents required to effect such acquisition of such Liquor Licenses at the Hotel earliest date reasonably practicable, consistent with the laws of the State where the Property in question is located, in order that all Liquor Licenses may be acquired by Buyer or such Liquor License Holder at the earliest reasonably practicable time after closing for such Property. The related Seller, at no cost and expense to it and without liability to it, shall cooperate reasonably with Manager's and/or such other Liquor License Holder's (the “as applicable) execution and filing of such forms, applications and other documents. The Liquor Licenses”) shall be a Major Decision; provided, however, CWI may elect at any time License Holder's attempts to cause the Company to apply for obtain the Liquor Licenses by taking any shall, under no circumstances, diminish, prior to the closing for the Property in question, the full force and all actions and filing all necessary applications and/or disclosure forms or other information required by the GDR or the City of Xxxxx Spring in connection with obtaining any effect of the Liquor Licenses maintained in the operation of the restaurants, lounges and bars presently located within the related Improvements. If the Liquor Licenses cannot be obtained by Manager or such other Liquor License Holder (as applicable) until after closing for such Property, then the related Seller covenants and agrees that such Seller shall cooperate with Buyer in keeping open the bars and lounges and liquor facilities of the Property in question between the closing for such Property and the time when such Liquor Licenses are obtained by Manager or such other Liquor License Holder (as applicable), but in no event for a period to exceed sixty (60) days following the Closing Date in question, whichever is less (unless Manager or such other Liquor License Holder has during the period following closing diligently and continuously sought to obtain such Liquor Licenses; provided, furtherin which event Buyer shall have the right to obtain an extension of the time period during which the related Seller shall cooperate to keep such facilities open, if which extension shall not exceed two (2) consecutive thirty (30) day periods) by entering into at closing a "Liquor License Agreement" with respect to the Property in question mutually acceptable to the related Seller and Buyer pursuant to which (i) Buyer shall indemnify, defend and hold the application and/or disclosure process Seller and Manager (to the extent Manager is impossible or creates an unreasonable and/or impractical burden on the Members or their respective constituent members, partners, shareholders or other direct and indirect owners thereof (including, without limitation, requiring disclosures or applications Liquor License Holder) in question harmless from any Person having a direct interest liability, damages, claims, costs, penalties, losses or expenses (including reasonable attorney's fees) encountered by such Seller in connection with, arising out of or growing from such operations and the REIT and/or any executives or board members sale of CWI); or alcoholic beverages at and from the restaurants, bars and lounges located at such Property, during said period of time and (ii) Buyer shall reimburse such Seller and Manager (to the Company extent Manager is unable the Liquor License Holder) for their respective costs in maintaining the liquor licenses and alcoholic beverage licenses in full force and effect. In no event shall any Seller be required to obtain any additional liquor or subsequently loses any Liquor Licenses, alcoholic beverage licenses which such Seller does not possess at the time of closing in any case arises because of a Member’s or its Affiliate’s inability to obtain qualification or the necessary licenses, consents or other approvals required by the GDR, then in either event, the Members may elect to (A) abstain from acquiring the Liquor License; or (B) form a wholly owned subsidiary or other affiliated ownership structure controlled by one or more respect of the Members or their respective Affiliates (“LiquorCo”) Property owned by it, except that will apply for and hold the Liquor License(s) in lieu of the Company. In the event that the Members approve the formation of LiquorCo pursuant to clause (ii) of the prior sentence, the Company will enter into an agreement with LiquorCo that will permit the sale of liquor at the HotelManager, to the extent legally permissible and on terms and conditions reasonably acceptable Manger (or such party) is required as the Liquor License Holder, shall obtain or cooperate with Buyer to obtain (as applicable) the MembersLiquor Licenses for such Properties.

Liquor License. The determination to obtain those licenses, consents or other approvals required by the Georgia State of California Department of Revenue Alcohol & Tobacco Tax Division Alcoholic Beverage Control (the “GDRABC”) or required by the City of Xxxxx Spring or otherwise that may be necessary for the Company or its Subsidiaries to obtain a liquor license or direct that a liquor license be obtained at the Hotel Hotels (the “Liquor Licenses”) shall be a Major Member Decision; provided, however, CWI CW Member may elect at any time to transfer the Liquor Licenses from either or both of the current holders of the Liquor License (e.g., EHP and Marriott) to the Company or its Subsidiaries and cause the Company or its Subsidiaries to apply for the Liquor Licenses by taking any and all actions and filing all necessary applications and/or disclosure forms or other information required by the GDR or the City of Xxxxx Spring ABC in connection with obtaining any one or both of the Liquor Licenses; provided, further, if (i) the application and/or disclosure process is impossible or creates an unreasonable and/or impractical burden on the Members or their respective constituent members, partners, shareholders or other direct and indirect owners thereof (including, without limitation, requiring disclosures or applications from any Person having a direct interest in the REIT and/or any executives or board members of CWI); or (ii) the Company is unable to obtain or subsequently loses any Liquor Licenses, or fails to obtain temporary licenses pending the permanent transfer of the Liquor Licenses from the current Liquor License licensees to the Company or its Subsidiaries which in any case arises because of a Member’s or its Affiliate’s inability to obtain qualification or the necessary licenses, consents or other approvals required by the GDRABC, then in either event, the Members may elect to (A) abstain from acquiring the Liquor LicenseLicense and transferring the same from the current Liquor License licensees; or (B) form a wholly owned subsidiary or other affiliated ownership structure controlled by one or more of the Members or their respective Affiliates (“LiquorCo”) that will apply for and hold the Liquor License(s) in lieu of the Company. In the event that the Members approve the formation of LiquorCo pursuant to clause (ii) of the prior sentence, the Company will enter into an agreement with LiquorCo that will permit the sale of liquor at the applicable Hotel, to the extent legally permissible and on terms and conditions reasonably acceptable to the Members.

Liquor License. The determination to obtain those licenses, consents or other approvals required by the Georgia Department State of Revenue Louisiana Office of Alcohol & and Tobacco Tax Division Control (the “GDRATC”) or required by the City of Xxxxx Spring New Orleans or otherwise that may be necessary for the Company or the TRS SUB to obtain a liquor license or direct that a liquor license be obtained at the Hotel (the “Liquor Licenses”) shall be a Major Member Decision; provided, however, CWI Member may elect at any time to cause the Company or TRS SUB to apply for the Liquor Licenses by taking any and all actions and filing all necessary applications and/or disclosure forms or other information required by the GDR ATC or the City of Xxxxx Spring New Orleans in connection with obtaining any one or both of the Liquor Licenses; provided, further, if (ia) the application and/or disclosure process is impossible or creates an unreasonable and/or impractical burden on the Members or their respective constituent members, partners, shareholders or other direct and indirect owners thereof (including, without limitation, requiring disclosures or applications from any Person having a direct interest in the REIT and/or any executives or board members of CWI); or (iib) the Company is unable to obtain or subsequently loses any Liquor Licenses, which in any case arises because of a Member’s or its Affiliate’s inability to obtain qualification or the necessary licenses, consents or other approvals required by the GDRATC, then in either event, the Members may elect to (Ai) abstain from acquiring the Liquor License; or (Bii) form a wholly owned subsidiary or other affiliated ownership structure controlled by one or more of the Members or their respective Affiliates (“LiquorCo”) that will apply for and hold the Liquor License(s) in lieu of the Company. In the event that the Members approve the formation of LiquorCo pursuant to clause (iic) of the prior sentence, the Company will enter into an agreement with LiquorCo that will permit the sale of liquor at the Hotel, to the extent legally permissible and on terms and conditions reasonably acceptable to the Members.