Common use of Liquor Licenses Clause in Contracts

Liquor Licenses. Prior to Closing, Wolf shall cause the managers under the Management Agreements (the “Managers”) to obtain and hold on behalf of the Tenants all liquor licenses and alcoholic beverage licenses necessary to operate any restaurants, bars and lounges presently located at the Contributed Hotels (collectively, the “Liquor Licenses”). The Management Agreements shall provide that Managers shall, at the election of Tenants, assign or transfer the Liquor Licenses to Tenants. Wolf and CNL hereby agrees that they shall cooperate with the Managers’ filing of such forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion of Closing. If Managers are not permitted to execute and file such forms, applications, and other documents with the appropriate liquor and alcoholic beverage authorities prior to Closing, Wolf agrees that it will, or will cause the submission of all forms, applications and other documents required to effect such acquisition of such Liquor Licenses at the earliest date reasonably practicable, consistent with the laws of the states in which the Contributed Hotels are located, in order that all Liquor Licenses may be acquired by Managers at the earliest reasonably practicable time after Closing. If the Liquor Licenses cannot be obtained by the Managers until after Closing, then Wolf and CNL covenant and agree that they shall mutually cooperate with the Partnership in keeping open the bars and lounges and liquor facilities of the Contributed Hotels between Closing and the time when such Liquor Licenses are obtained by the Managers, including, without limitation, through the execution of the Interim Beverage Facilities Management Agreements.

Liquor Licenses. Prior to Closing, Wolf Summit (or Summit’s designee) shall cause the managers under the Management Agreements (the “Managers”) use commercially reasonable efforts to obtain and/or transfer all licenses, permits and hold on behalf approvals required under any Legal Requirements for the continued sale and service of alcoholic beverages at each Project within one hundred twenty (120) days of the Tenants all liquor licenses and alcoholic beverage licenses necessary to operate any restaurants, bars and lounges presently located at the Contributed Hotels Closing Date (collectively, the “Liquor Licenses”). The Management Agreements shall provide that Managers shallcurrent holder of each of the Liquor Licenses for each Project is listed on Exhibit G (in such capacity, the “Liquor Licensee”). Summit (or Summit’s Designee), at its sole cost and expense, shall submit all necessary applications and other materials to the election appropriate governmental authority, shall thereafter use commercially reasonable efforts to effect the transfer of Tenants, assign or transfer the Liquor Licenses to TenantsSummit (or Summit’s Designee). Wolf Investor shall reasonably cooperate (and CNL hereby agrees that they shall cooperate cause Liquor Licensee to cooperate), at no material cost or expense to Investor or Liquor Licensee, with Summit’s (or Summit’s Designee’s) efforts to cause the Liquor Licenses to be transferred in accordance with the Managers’ filing of such formsterms hereof, applications including without limitation execute and deliver and forms or other documents and necessary to effectuate the Managers’ obtaining transfer of the necessary Liquor Licenses shall take effect simultaneously with or upon completion of ClosingLicense. If Managers are not requested by Summit or required or permitted by Law, Investor shall cause Liquor Licensee to execute and file such formsdeliver to Summit (or Summit’s Designee), applicationsan interim concession agreement (the “Interim Liquor Agreement”), in form and other documents with substance reasonably satisfactory to Investor and Summit, that will permit Seller (or Seller’s Designee) to continue the appropriate liquor purchase, storage, sale and service of alcoholic beverage authorities prior to Closing, Wolf agrees that it will, or will cause the submission of all forms, applications and other documents required to effect such acquisition of such Liquor Licenses beverages at the earliest date reasonably practicable, each Project consistent with the laws practices and procedures in effect as of the states Effective Date, and shall provide for customary indemnities from Summit for the benefit of Liquor Licensee. Notwithstanding anything to the contrary in which this Section 9.10, the Contributed Hotels are located, in order that all Liquor Licenses may be acquired by Managers at issuance or the earliest reasonably practicable time after Closing. If transfer of the Liquor Licenses cannot be obtained by the Managers until after Closing, then Wolf or execution and CNL covenant and agree that they shall mutually cooperate with the Partnership in keeping open the bars and lounges and liquor facilities of the Contributed Hotels between Closing and the time when such Liquor Licenses are obtained by the Managers, including, without limitation, through the execution delivery of the Interim Beverage Facilities Management AgreementsLiquor Agreement by Investor or Liquor Licensee shall be a condition to the Closing.

Liquor Licenses. Prior To the extent transferable, Sellers shall transfer to ClosingBuyer or its designee, Wolf shall or cause the managers under the Management Agreements (the “Managers”) to obtain and hold on behalf of the Tenants be transferred to Buyer or its designee, all liquor licenses and alcoholic beverage licenses which are necessary to operate any restaurantsthe restaurant, bars and lounges presently located at within the Contributed Hotels Hotel located in Crystal City, Virginia (collectivelythe “Crystal City Hotel”) and held in the name of Sellers (and not the Manager). To that end, Sellers and Buyer shall reasonably 35 cooperate each with the other, and each shall execute such transfer forms, license applications and other documents as may be necessary to effect such transfer. The parties shall use good faith efforts to effect such transfer prior to Closing. If permitted under the laws of the Commonwealth of Virginia, the “Liquor Licenses”). The Management Agreements parties shall provide that Managers shall, at the election of Tenants, assign or execute and file all necessary transfer the Liquor Licenses to Tenants. Wolf and CNL hereby agrees that they shall cooperate with the Managers’ filing of such forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion of Closing. If Managers are not permitted to execute and file such forms, applications, and other documents papers with the appropriate liquor and alcoholic beverage authorities prior to Closing, Wolf agrees to the end that it willthe transfer shall take effect, or if possible, on the Closing Date, simultaneously with Closing. If not so permitted, then the parties agree each with the other that they will cause the submission of promptly execute all transfer forms, applications and other documents required by the appropriate liquor and alcoholic beverage authorities in order to effect such acquisition of such Liquor Licenses transfer at the earliest date reasonably practicable, in time possible consistent with the laws of the states in which the Contributed Hotels are locatedCommonwealth of Virginia, in order that all Liquor Licenses liquor licenses may be acquired by Managers transferred from Sellers to Buyer or its designee at the earliest reasonably practicable time after Closingpossible time. If under the Liquor Licenses laws of the Commonwealth of Virginia, such licenses cannot be obtained by the Managers transferred or otherwise will not be transferred until after Closing, then Wolf and CNL Sellers covenant and agree that they Sellers shall mutually reasonably cooperate with the Partnership Buyer in keeping open the bars and lounges and liquor facilities of the Contributed Hotels Crystal City Hotel between the Closing Date and the time when such Liquor Licenses are obtained liquor license transfers actually become effective, by causing the Managerscurrent Manager of such facilities to continue exercising supervision and management under Sellers’ licenses pursuant to a written agreement in the substantially the form attached hereto as Exhibit “O” until such time as Buyer obtains licenses for such facilities, includingbut in any event not later than sixty (60) days after the Closing Date (at which time such written agreement shall terminate); provided, without limitationhowever, through that Buyer, at Buyer’s cost and expense, shall maintain in force and effect at all times insurance reasonably acceptable to Sellers (with Sellers as additional named insureds) and shall indemnify and hold Sellers harmless from any liability, damages or claims encountered in connection with such operations during said period of time, except for Sellers’ gross negligence or willful misconduct and no employees of said facilities shall be employees of any Seller. All cost and expense of such operations during said period of time shall be the execution sole responsibility of and be promptly paid by Buyer. Buyer covenants and agrees that upon the filing of all necessary transfer forms, applications and other documents with the appropriate liquor and alcoholic beverage authorities, Buyer will diligently and in good faith prosecute the transfer of the Interim Beverage Facilities Management Agreementsliquor licenses to completion.

Liquor Licenses. Prior to Closing, Wolf (a) The Buyer shall cause the managers under the Management Agreements make and ---------------- prosecute (the “Managers”and each Seller will reasonably cooperate in connection therewith) to obtain and hold on behalf applications for approval of the Tenants transfer of all liquor licenses and alcoholic beverage licenses necessary to operate any the restaurants, bars and lounges presently located at within such Seller's Hotel from such Seller (and/or such other Person or Persons as may hold such licenses) to the Contributed Hotels Buyer (collectively, or for the “Liquor Licenses”issuance of new licenses in favor of the Buyer or its designee). The Management Agreements shall provide that Managers shall, at the election of Tenants, assign or transfer the Liquor Licenses to Tenants. Wolf Buyer and CNL hereby agrees each Seller agree that they shall cooperate with the Managers’ filing of such forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion of Closing. If Managers are not permitted to will promptly execute and file such forms, applications, and other documents with the appropriate liquor and alcoholic beverage authorities prior to Closing, Wolf agrees that it will, or will cause the submission of all transfer forms, applications and other documents required by the liquor authorities in order to effect such acquisition transfers (or the issuance of such Liquor Licenses new licenses) in accordance with all applicable laws on the Closing Date or at the earliest date possible time thereafter. To the extent necessary, each Seller will reasonably practicable, consistent with the laws of the states in which the Contributed Hotels are located, in order that all Liquor Licenses may be acquired by Managers at the earliest reasonably practicable time after Closing. If the Liquor Licenses cannot be obtained by the Managers until after Closing, then Wolf and CNL covenant and agree that they shall mutually cooperate with the Partnership Buyer in keeping open the bars and lounges and liquor facilities of its Hotel between the Contributed Hotels between Closing Date and the time when such Liquor Licenses liquor license transfers (or the issuance of new licenses) actually become effective, by exercising management and supervision of such facilities under the existing liquor license, to the extent such licenses are in the name of such Seller or Affiliates thereof; provided, however, that (i) Buyer shall indemnify and hold -------- ------- such Seller and Affiliates harmless from any liability, damages or claims encountered in connection with such operations during such period, and Buyer shall procure and pay for dram shop liability insurance naming Buyer and such Seller and Affiliates as insured thereunder, and (ii) such obligation of such Seller to cooperate and keep open the liquor facilities of its Hotel shall terminate on the earlier to occur of (A) 60 days after the Closing and (B) Buyer (or its designee) having obtained by liquor licenses to operate at such Hotel. If any liquor license is in the Managersname of a Manager or any Affiliate thereof, includingthe applicable Seller shall use commercially reasonable good faith efforts (without the payment of any money or the incurrence of any liability or obligation) to cause such Manager (or such Affiliate) to comply with the foregoing requirements applicable to such Seller as if such Seller were the holder of such license. (b) With respect to the Hotel located in Marina del Ray, without limitationCalifornia, through Buyer and the execution applicable Seller acknowledge that applicable laws require that Buyer and such Seller enter into an escrow arrangement with a qualified escrow agent pursuant to which a portion of the Interim Beverage Facilities Management AgreementsPurchase Price for each such Hotel be allocated to the liquor and alcoholic beverage licenses applicable to such Hotel, and that a portion of the Purchase Price for each such Hotel be allocated to the liquor and alcoholic beverage inventory at such Hotel on the Closing Date. The parties agree that on or prior to the end of the Review Period, they will agree upon such escrow procedures (and if the Escrow Agent or one of its Affiliates is qualified to so act, the parties agree to use the Escrow Agent or such Affiliate as the escrow agent for such purposes) and will agree upon the amounts to be allocated for the purpose of such escrow at or prior to the end of the Review Period.

Liquor Licenses. Prior If permitted by applicable law, Seller shall cooperate in the transfer to Closing, Wolf shall cause the managers under the Management Agreements (the “Managers”) to obtain and hold on behalf Purchaser of the Tenants all liquor licenses and alcoholic beverage licenses (“Liquor Licenses”) necessary to operate any restaurantsthe restaurant, bars bars, lounges and lounges banquet facilities presently located at the Contributed Hotels (collectivelyBlue Harbor Resort and the Convention Center Project. Notwithstanding the foregoing, Seller does hereby disclose to Purchaser that Seller is not the “current holder of the Liquor License for the Blue Harbor Conference Center, that the Restaurant Tenant is the current holder of such Liquor License for the Blue Harbor Conference Center. Seller makes no representation, warranty or assurances to Purchaser regarding the Purchaser’s ability to secure the Liquor License for the Blue Harbor Conference Center. Purchaser shall promptly apply for and use all reasonable efforts to obtain necessary consents for the transfer of such Liquor Licenses”). The Management Agreements shall provide that Managers shallIf such transfer is not permitted by applicable law, then Purchaser agrees to make diligent efforts to apply for and procure new Liquor Licenses in Purchaser’s name. In either event, Seller and Purchaser, at the election of TenantsPurchaser’s sole cost and expense, assign or transfer the Liquor Licenses to Tenants. Wolf and CNL hereby agrees that they shall cooperate with the Managers’ filing of other, and each shall execute such forms, license applications and other documents as may be reasonably necessary to assist Purchaser in obtaining the Liquor Licenses for the operations presently located on the Land. The parties shall execute and file all necessary forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion of Closing. If Managers are not permitted to execute and file such forms, applications, and other documents papers with the appropriate liquor and alcoholic beverage authorities prior to Closing, Wolf agrees to the end that it willthe transfer or new Liquor License shall take effect, if possible, on the Closing Date, simultaneously with Closing. If such transfer or will cause new Liquor License is not possible simultaneously with Closing, at Purchaser’s option, the submission Closing Date shall be extended for a reasonable period of time for the sole purpose to allow the parties sufficient time to promptly execute all forms, applications and other documents required by the liquor authorities in order to effect such acquisition transfer or new Liquor License as of the Closing Date, or if permitted by applicable laws, Purchaser shall operate under Seller’s liquor license (and indemnify Seller therefore) if such transfer or new Liquor Licenses at the earliest date reasonably practicable, consistent with the laws of the states in which the Contributed Hotels are located, in order that all Liquor Licenses may be acquired by Managers at the earliest reasonably practicable time after Closing. If the Liquor Licenses cannot be obtained by the Managers until after Closing Date. If Purchaser is unable to obtain satisfactory assurances prior to the Outside Closing Date that the applicable licensing authority will issue a transfer or new Liquor License to Purchaser at or prior to Closing, then Wolf Purchaser may, in its sole and CNL covenant and agree that they shall mutually cooperate absolute discretion, elect not to proceed with the Partnership in keeping open the bars and lounges and liquor facilities purchase of the Contributed Hotels between Closing Acquired Assets by giving written notice thereof to Seller, in which event: (i) the Deposit and the time when such Liquor Licenses are obtained all interest earned thereon shall be returned by the ManagersEscrow Agent to Purchaser, including(ii) this Agreement shall be terminated automatically, without limitationand (iii) both parties will be relieved of all other rights, through the execution of the Interim Beverage Facilities Management Agreementsobligations and liabilities hereunder, except as otherwise set forth herein.

Liquor Licenses. Prior If allowed by law, and if Purchaser so elects, --------------- Seller shall assign its alcoholic beverage, liquor, beer and/or wine licenses and/or permits with respect to Closing, Wolf shall cause the managers under the Management Agreements Hotel (the “Managers”"LIQUOR LICENSES") to obtain and hold on behalf Purchaser or its lessee or management --------------- company at Closing as part of the Tenants Licenses. Otherwise, Purchaser or its lessee or management company (hereinafter "OPERATOR") for the Hotel shall execute such -------- forms, license applications and other documents as may be necessary for the Operator to obtain all liquor licenses and alcoholic beverage licenses Liquor Licenses necessary to operate any restaurants, bars and lounges presently located at within the Contributed Hotels Hotel. If permitted under the laws of the jurisdiction in which the Hotel is located, Operator shall execute and file all necessary forms, applications and other documents (collectively, the “Liquor Licenses”). The Management Agreements and Seller shall provide that Managers shall, at the election of Tenants, assign or transfer the Liquor Licenses to Tenants. Wolf and CNL hereby agrees that they shall reasonably cooperate with the Managers’ Operator in filing of such forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion of Closing. If Managers are not permitted to execute and file such forms, applications, and other documents documents) with the appropriate liquor and alcoholic beverage authorities prior to the Closing so that such acquisition of the necessary Liquor Licenses shall take effect, if possible, simultaneously with or upon completion of Closing. If not so permitted, Wolf Operator agrees that it will, or will cause the submission of promptly execute all forms, applications and other documents required to effect such acquisition of such Liquor Licenses at the earliest date reasonably practicable, consistent with the laws of the states in which States where the Contributed Hotels are Hotel is located, in order that all Liquor Licenses may be acquired by Managers Operator at the earliest reasonably practicable time after Closing. Operator's attempts to obtain the Liquor Licenses shall not diminish, prior to the Closing, the full force and effect of the Liquor Licenses maintained by Seller in its operation of the restaurants, lounges and bars presently located within the Hotel. If the such Liquor Licenses cannot be obtained by the Managers Operator until after Closing, then Wolf Seller covenants and CNL covenant and agree agrees that they Seller shall mutually cooperate reasonably with the Partnership Operator in keeping open the bars and lounges and liquor facilities of the Contributed Hotels Hotel between the Closing and the time when such Liquor Licenses are obtained by Operator, or a period not to exceed sixty (60) days following the ManagersClosing Date, includingwhichever is less (unless Operator has during this time period following Closing diligently and continuously sought to obtain such Liquor Licenses, without limitationin which event Operator shall have the right to obtain an extension of such time period from Seller, through not to exceed two (2) thirty-day (30 day) extensions) by entering into a "LIQUOR LICENSE AGREEMENT" for the execution continued ------------------------ operation of and under the Interim Beverage Facilities Management AgreementsLiquor Licenses with respect to the Hotel, mutually acceptable to Seller and Operator in their reasonable discretion, pursuant to which (i) Operator shall indemnify, defend and hold Seller harmless from any liability, damages, claims, costs, penalties, losses or expenses (including reasonable attorney's fees) encountered by Seller in connection with, arising out of, or growing from such operations and the sale of alcoholic beverages at and from the restaurants, bars and lounges located at the Hotel during said period of time, and (ii) Operator shall reimburse Seller for Seller's costs in maintaining the Liquor Licenses in full force and effect. In no event shall Seller be required to obtain any additional liquor or alcoholic beverage licenses which Seller does not possess at the time of Closing.

Liquor Licenses. Prior Sellers shall execute (and shall cause any necessary third parties to execute) any and all instruments and take any reasonable action necessary for Buyer to obtain all approvals (i) to continue use of the current liquor licenses as a result of Buyer’s purchase of the Interests and/or (ii) to secure, as of the Closing, Wolf shall cause the managers under the Management Agreements (the “Managers”) to obtain any and hold on behalf of the Tenants all liquor licenses for the operation of the Business not held by each Company or the Sellers or, if held, not transferable by each Company or the Sellers. Seller and alcoholic beverage licenses Buyer recognize that Buyer may not obtain the all of the necessary approvals as set forth in subsection (i) and (ii) above prior to operate any restaurants, bars and lounges presently located at the Contributed Hotels Closing (collectively, the “Liquor LicensesApprovals”). The Management Agreements shall provide that Managers shallTherefore, at Sellers and Buyer hereby agree to cooperate in order to prevent a cessation of the election sale of Tenantsbeer and wine (and other alcoholic beverages) governed by the existing liquor licenses in connection with the operation of the Restaurants for the period of time from and after the Closing until the time Buyer receives the required approvals. In connection therewith, assign or transfer the Liquor Licenses to Tenants. Wolf and CNL Buyer hereby agrees that they shall cooperate with the Managers’ filing Buyer will promptly file all of such forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion documents to obtain the above-referenced approvals for each of Closingthe Restaurants. If Managers are not permitted Buyer fails to execute and file such forms, applications, and other documents with obtain the appropriate liquor and alcoholic beverage authorities Approvals prior to Closing, Wolf agrees that it will, or will cause the submission of all forms, applications and other parties may mutually agree to have the closing documents required which relate to effect such acquisition of such Liquor Licenses at the earliest date reasonably practicable, consistent with the laws transfer of the states Interests in DWHI and Pittsfield held in escrow on the Closing Date and not released to Buyer until Buyer has obtained the necessary Approvals, in which case, the Contributed Hotels parties shall execute a management agreement that is effective until the transfer documents are locatedreleased to Buyer from Escrow, in order that all Liquor Licenses may be acquired by Managers at form and substance satisfactory to the earliest reasonably practicable time after Closingparties, whereby Sellers retain Buyer to operate and manage the Restaurants during such period. If Notwithstanding the Liquor Licenses cannot be obtained by failure to obtain the Managers until after Closing, then Wolf and CNL covenant and agree that they shall mutually cooperate with the Partnership in keeping open the bars and lounges and liquor facilities of the Contributed Hotels between Approvals prior to Closing and the time when such Liquor Licenses are obtained by escrow of certain closing documents, the Managers, including, without limitation, through parties shall still proceed with the execution transfer of the Interim Beverage Facilities Management AgreementsInterests in DWHII to Buyer on the Closing Date, and the Purchase Price shall still be paid by Buyer on the Closing Date.

Liquor Licenses. Prior Seller shall transfer to ClosingPurchaser or its designee, Wolf shall or cause the managers under the Management Agreements (the “Managers”) to obtain and hold on behalf of the Tenants be transferred to Purchaser or its designee, all liquor licenses and alcoholic beverage licenses necessary to operate any restaurantsthe restaurant, bars and lounges presently located within the Hotel, but only to the extent assignable and at no additional cost to Seller. To that end, Seller and Purchaser agree to cooperate each with the Contributed Hotels (collectivelyother, and each shall execute or cause to be executed such transfer forms, licenses applications and other documents as may be necessary to effect such transfer. If permitted under the laws of the jurisdiction in which the Hotel is located, the “Liquor Licenses”). The Management Agreements parties shall provide that Managers shall, at the election of Tenants, assign or execute and file all necessary transfer the Liquor Licenses to Tenants. Wolf and CNL hereby agrees that they shall cooperate with the Managers’ filing of such forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion of Closing. If Managers are not permitted to execute and file such forms, applications, and other documents papers with the appropriate liquor and alcoholic beverage authorities prior to Closing, Wolf agrees so that it willthe transfer shall take effect, or if possible, on the Closing Date, simultaneously with Closing. The parties agree each with the other that they will cause the submission of promptly execute all transfer forms, applications and other documents required by the liquor authorities in order to effect such acquisition of such Liquor Licenses transfer at the earliest date reasonably practicable, in time possible consistent with the laws of the states in which State where the Contributed Hotels are Property is located, in order that all Liquor Licenses liquor licenses may be acquired by Managers transferred from Seller to Purchaser or its designee at the earliest reasonably practicable time after Closingpossible time. If under the Liquor Licenses laws of the State where the Property is located, such licenses cannot be obtained by the Managers transferred until after Closingthe Closing of the transaction contemplated hereby, then Wolf Seller covenants and CNL covenant and agree agrees that they Seller shall mutually cause the Seller to reasonably cooperate with the Partnership Purchaser in keeping open the bars and lounges and liquor facilities of the Contributed Hotels hotel between the Closing Date and the time when such Liquor Licenses are obtained liquor license transfers actually become effective, by the Managersexercising management and supervision of such facilities until such time under Seller's licenses, includingprovided, without limitationhowever, through the execution that Purchaser shall indemnify and hold Seller harmless from any liability, damages or claims encountered in connection with such operations during said period of the Interim Beverage Facilities Management Agreements.time, except for Seller's gross negligence or willful misconduct, and provided further that Purchaser provides Seller with insurance coverages reasonably acceptable to Seller. Exhibit (10)(p)

Liquor Licenses. Prior Seller shall transfer or cause to Closingbe transferred to Buyer or, Wolf shall cause the managers under the Management Agreements (the “Managers”) to obtain and hold on behalf of the Tenants at Xxxxx's discretion, Xxxxx's nominee all liquor licenses and alcoholic beverage licenses licenses, if any, necessary to operate any restaurantsthe restaurant, bars, snack bars and lounges presently located at within the Contributed Hotels (collectivelyProperty, if any. To that end, Xxxxxx and Buyer, or Xxxxx's nominee, shall cooperate each with the other, and each shall execute such transfer forms, license applications and other documents as may be necessary to effect such transfer. If permitted under the laws of the jurisdiction in which the Property is located, the “Liquor Licenses”). The Management Agreements parties shall provide that Managers shall, at the election of Tenants, assign or execute and file all necessary transfer the Liquor Licenses to Tenants. Wolf and CNL hereby agrees that they shall cooperate with the Managers’ filing of such forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion of Closing. If Managers are not permitted to execute and file such forms, applications, and other documents papers with the appropriate liquor and alcoholic beverage authorities prior to Closing, Wolf agrees to the end that it willthe transfer shall take effect, or if possible, on the Closing Date, simultaneously with Closing. If not so permitted, then the parties agree each with the other that they will cause the submission of promptly execute all transfer forms, applications and other documents required by the liquor authorities in order to effect such acquisition of such Liquor Licenses transfer at the earliest date reasonably practicable, in time possible consistent with the laws of the states in which the Contributed Hotels are located, State in order that all Liquor Licenses liquor licenses may be acquired by Managers transferred from Seller to Buyer, or Xxxxx's nominee, at the earliest reasonably practicable time after Closingpossible time. If under the Liquor Licenses laws of the State such licenses cannot be obtained by the Managers transferred until after Closingthe Closing of the transaction contemplated hereby, then Wolf Seller covenants and CNL covenant and agree agrees that they shall mutually Seller will cooperate with the Partnership Buyer, or Buyer's nominee, in keeping open the bars and lounges and liquor facilities of the Contributed Hotels Property between the Closing Date and the time when such Liquor Licenses are obtained liquor license transfers actually become effective, by the Managersexercising management and supervision of such facilities until such time under Seller's licenses, includingprovided, without limitationhowever, through the execution that Buyer shall indemnify and hold Seller harmless from any liability, damages or claims encountered in connection with such operations during said period of the Interim Beverage Facilities Management Agreementstime, except for Seller's gross negligence or willful misconduct.

Liquor Licenses. Prior To the extent transferable, Sellers shall transfer to ClosingBuyer or its designee, Wolf shall or cause the managers under the Management Agreements (the “Managers”) to obtain and hold on behalf of the Tenants be transferred to Buyer or its designee, all liquor licenses and alcoholic beverage licenses which are necessary to operate any restaurantsthe restaurant, bars and lounges presently located at within the Contributed Hotels Hotel located in Crystal City, Virginia (collectivelythe “Crystal City Hotel”) and held in the name of Sellers (and not the Manager). To that end, Sellers and Buyer shall reasonably cooperate each with the other, and each shall execute such transfer forms, license applications and other documents as may be necessary to effect such transfer. The parties shall use good faith efforts to effect such transfer prior to Closing. If permitted under the laws of the Commonwealth of Virginia, the “Liquor Licenses”). The Management Agreements parties shall provide that Managers shall, at the election of Tenants, assign or execute and file all necessary transfer the Liquor Licenses to Tenants. Wolf and CNL hereby agrees that they shall cooperate with the Managers’ filing of such forms, applications and other documents and the Managers’ obtaining the necessary Liquor Licenses shall take effect simultaneously with or upon completion of Closing. If Managers are not permitted to execute and file such forms, applications, and other documents papers with the appropriate liquor and alcoholic beverage authorities prior to Closing, Wolf agrees to the end that it willthe transfer shall take effect, or if possible, on the Closing Date, simultaneously with Closing. If not so permitted, then the parties agree each with the other that they will cause the submission of promptly execute all transfer forms, applications and other documents required by the appropriate liquor and alcoholic beverage authorities in order to effect such acquisition of such Liquor Licenses transfer at the earliest date reasonably practicable, in time possible consistent with the laws of the states in which the Contributed Hotels are locatedCommonwealth of Virginia, in order that all Liquor Licenses liquor licenses may be acquired by Managers transferred from Sellers to Buyer or its designee at the earliest reasonably practicable time after Closingpossible time. If under the Liquor Licenses laws of the Commonwealth of Virginia, such licenses cannot be obtained by the Managers transferred or otherwise will not be transferred until after Closing, then Wolf and CNL Sellers covenant and agree that they Sellers shall mutually reasonably cooperate with the Partnership Buyer in keeping open the bars and lounges and liquor facilities of the Contributed Hotels Crystal City Hotel between the Closing Date and the time when such Liquor Licenses are obtained liquor license transfers actually become effective, by causing the Managerscurrent Manager of such facilities to continue exercising supervision and management under Sellers’ licenses pursuant to a written agreement in the substantially the form attached hereto as Exhibit “O” until such time as Buyer obtains licenses for such facilities, includingbut in any event not later than sixty (60) days after the Closing Date (at which time such written agreement shall terminate); provided, without limitationhowever, through that Buyer, at Buyer’s cost and expense, shall maintain in force and effect at all times insurance reasonably acceptable to Sellers (with Sellers as additional named insureds) and shall indemnify and hold Sellers harmless from any liability, damages or claims encountered in connection with such operations during said period of time, except for Sellers’ gross negligence or willful misconduct and no employees of said facilities shall be employees of any Seller. All cost and expense of such operations during said period of time shall be the execution sole responsibility of and be promptly paid by Buyer. Buyer covenants and agrees that upon the filing of all necessary transfer forms, applications and other documents with the appropriate liquor and alcoholic beverage authorities, Buyer will diligently and in good faith prosecute the transfer of the Interim Beverage Facilities Management Agreementsliquor licenses to completion.

Liquor Licenses. Prior to Closing, Wolf shall cause (a) The Interest Owners represent and warrant that (i) alcoholic beverages are sold at the managers under the Management Agreements (the “Managers”) to obtain Hotel and hold on behalf in accordance with any brand standard requirements of the Tenants Franchisor, (ii) the Hotel has any and all liquor licenses and licenses, permits or other authorizations of governmental authorities required to lawfully sell alcoholic beverage licenses necessary to operate any restaurants, bars and lounges presently located beverages at the Contributed Hotels Hotel as currently conducted (collectively, the “Liquor Licenses”). The Management Agreements shall provide that Managers shall, at the election of Tenants, assign or transfer (iii) the Liquor Licenses are in full force and effect and there is no reason to Tenants. Wolf believe that any of them will be rescinded or revoked, (iv) the Liquor Licenses have been issued to the Company and CNL hereby agrees that they the Hotel has the right to use the Liquor Licenses, and (v) the Hotel, the Company and the Manager are in compliance in all material respects with the terms and conditions of the Liquor Licenses and with all applicable laws and regulations relating to the sale of alcoholic beverages at the Hotel. (b) Before the Closing, the Company or the Manager, as necessary, shall execute and file, and shall cooperate with the Managers’ filing of such Buyer in executing and filing, any and all necessary forms, applications and other documents in order to permit the Liquor Licenses to continue in full force and effect after the Managers’ obtaining Closing or, at Buyer’s option, for the necessary Company or the New Manager to obtain new liquor licenses for operating the Hotel after the Closing. (c) It shall be a condition to Buyer’s obligations proceed to Closing under this Contract that, upon Buyer’s purchase of the Interests and consummation of the other transactions contemplated hereunder, if permitted by law, all Liquor Licenses shall take be and shall remain after the Closing in full force and effect simultaneously with or, at Buyer’s option, new licenses, permits or upon completion of Closing. If Managers are not permitted approvals shall have been issued and shall be in full force and effect, in either case as required to execute and file such forms, applications, and other documents sell or serve alcoholic beverages at the Hotel in accordance with the appropriate liquor and alcoholic beverage authorities brand standard requirements of the Franchisor, as conducted prior to Closingthe Closing and in accordance all applicable laws and regulations. Buyer hereby indemnified and holds the Interest Owners, Wolf their heirs, personal representatives, successors and assigns, harmless from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind arising after Closing out of the sale or service of alcoholic beverages by Buyer or the Company under the Company’s current Liquor License and before Buyer’s new Liquor License is obtained. Buyer agrees that it will, or will cause the submission of all forms, applications and other documents required proceed in a timely manner to effect such acquisition of such obtain a new Liquor Licenses at the earliest date reasonably practicable, consistent with the laws of the states in which the Contributed Hotels are located, in order that all Liquor Licenses may be acquired by Managers at the earliest reasonably practicable time after Closing. If the Liquor Licenses cannot be obtained by the Managers until after Closing, then Wolf and CNL covenant and agree that they shall mutually cooperate with the Partnership in keeping open the bars and lounges and liquor facilities of the Contributed Hotels between Closing and the time when such Liquor Licenses are obtained by the Managers, including, without limitation, through the execution of the Interim Beverage Facilities Management AgreementsLicense.