Common use of Liquor Licenses Clause in Contracts

Liquor Licenses. As a condition to Buyer’s obligations under this Contract, (i) the Manager or an Affiliate thereof approved by Buyer shall have or shall have obtained all liquor licenses and alcoholic beverage licenses necessary or desirable to operate any restaurants, bars and lounges presently located within the Hotel (collectively, the “Liquor Licenses”) and, in the case of an Affiliate of the Manager, the Hotel has the right to use such Liquor License, (ii) if permitted under the laws of the jurisdiction in which the Hotel is located, the Manager shall execute and file any and all necessary forms, applications and other documents (and Seller shall cooperate with the Manager in filing such forms, applications and other documents) (including interim or transition agreements) with the appropriate liquor and alcoholic beverage authorities so that the Liquor Licenses remain in full force and effect upon completion of Closing. Notwithstanding the foregoing, Buyer covenants and agrees to submit a complete application for the Liquor Licenses with the appropriate liquor and alcoholic beverage authorities prior to the end of the Review Period , and to provide Seller evidence of submission on or before the expiration of the Review Period in the form of a written receipt from such liquor and alcoholic beverage authorities. In the event Buyer fails to comply with the foregoing and has not terminated this Contract as provided in Section 9.1, this condition shall be deemed waived by Buyer.

Liquor Licenses. As a condition to Buyer’s obligations under this Contract, (i) the Manager or an Affiliate thereof approved by Buyer shall have or shall have obtained all liquor licenses and alcoholic beverage licenses necessary or desirable to operate any restaurants, bars and lounges presently located within the Hotel (collectively, the “Liquor Licenses”) and, in the case of an Affiliate of the Manager, the Hotel has the right to use such Liquor License, (ii) if permitted under the laws of the jurisdiction in which the Hotel is located, the Manager shall execute and file any and all necessary forms, applications and other documents (and Seller shall cooperate with the Manager in filing such forms, applications and other documents) (including interim or transition agreements) with the appropriate liquor and alcoholic beverage authorities so that the Liquor Licenses remain in full force and effect upon completion of Closing. Notwithstanding the foregoing, Buyer covenants and agrees to submit a complete application for the Liquor Licenses with the appropriate liquor and alcoholic beverage authorities prior to the end of the Review Period Period, and to provide Seller evidence of submission on or before the expiration of the Review Period in the form of a written receipt from such liquor and alcoholic beverage authorities. In the event Buyer fails to comply with the foregoing and has not terminated this Contract as provided in Section 9.1, this condition shall be deemed waived by Buyer.

Liquor Licenses. As a condition Seller represents, warrants and covenants that (x) neither Seller nor any affiliate of Seller nor any manager or other third party holds or has applied for any liquor or alcoholic beverage license for the Hotel and (y) no liquor or alcoholic beverages are sold or served, and none will be sold or served, at the Hotel prior to the Closing for the Hotel. Prior to Closing, Seller agrees to cooperate with and assist Buyer’s obligations under this Contract, (i) the Manager and/or its or an Affiliate thereof their Affiliates approved by Buyer shall have or shall have obtained all Buyer, in obtaining liquor licenses and alcoholic beverage licenses necessary or desirable to operate in connection with the sale or service of liquor and alcoholic beverages and/or the operation of any restaurants, bars and lounges presently located within the Hotel (collectively, the “Liquor Licenses”) and, in the case of an Affiliate of the Manager, the Hotel has the right to use such Liquor License, (ii) if permitted under the laws of the jurisdiction in which the Hotel is locatedevent Buyer, the Manager shall execute and/or its or their Affiliates elect to apply for any such Liquor Licenses, including, without limitation, executing and file any and all necessary forms, applications and other documents (and Seller shall cooperate filing by Buyer with the Manager in filing such forms, applications and other documents) (including interim or transition agreements) with the appropriate liquor and alcoholic beverage authorities so that the Liquor Licenses remain in full force and effect upon completion of Closing. Notwithstanding the foregoing, Buyer covenants and agrees to submit a complete application for the Liquor Licenses with the appropriate applicable liquor and alcoholic beverage authorities prior to Closing all forms, applications and other documents as may be necessary or appropriate, such that the end Hotel will have the right to use such Liquor Licenses upon completion of the Review Period Closing; provided, and to provide Seller evidence of submission on or before the expiration of the Review Period in the form of a written receipt from such liquor and alcoholic beverage authorities. In the event Buyer fails to comply with however, that the foregoing and has shall not terminated this Contract as provided in Section 9.1, this be a condition shall be deemed waived by Buyerprecedent to Closing.

Liquor Licenses. Buyer acknowledges that there may be various liquor licenses associated with the operation of the Hotel. As a condition to Buyer’s obligations under soon as is reasonably practicable after the full execution and delivery of this ContractAgreement, (i) the Manager or an Affiliate thereof approved by Buyer shall have file an application with the required state and local agencies (the “Board”) for the issuance as of the Closing Date of such licenses or shall have obtained all the transfer of the various liquor licenses and alcoholic beverage licenses necessary or desirable to operate any restaurants, bars and lounges presently located within associated with the operation of the Hotel (collectively, the “Required Liquor Licenses”) and, as are necessary for the continued service of alcoholic beverages at the Hotel. Seller shall reasonably cooperate with Buyer in connection with the case of an Affiliate application process. Buyer shall diligently pursue the obtaining of the Manager, the Hotel has the right to use such Required Liquor License, (ii) if permitted under the laws Licenses at Buyer’s sole cost and expense. The issuance of the jurisdiction in which the Hotel is located, the Manager shall execute and file any and all necessary forms, applications and other documents (and Seller shall cooperate with the Manager in filing such forms, applications and other documents) (including interim or transition agreements) with the appropriate liquor and alcoholic beverage authorities so that the Required Liquor Licenses remain in full force and effect upon completion shall not be a condition of Closing. Notwithstanding If despite the foregoingexercise of such efforts by Buyer, Buyer covenants and agrees is unable to submit a complete application for obtain the Required Liquor Licenses with the appropriate liquor and alcoholic beverage authorities prior to the end of the Review Period , and to provide Seller evidence of submission on or before the expiration of Closing Date, then Seller agrees that to the Review Period in the form of a written receipt from extent required it shall enter, or cause Manager that holds such liquor licenses, to enter into a customary form interim beverage services agreement with Buyer in form reasonably satisfactory to Seller or Manager, as the case may be, including without limitation, an indemnification from Buyer of Seller or Manager, as the case may be, with respect to any and alcoholic all damages, claims, losses, expenses, costs or other liabilities arising during the term of such interim beverage authorities. In the event Buyer fails to comply with the foregoing and has not terminated this Contract as provided in Section 9.1, this condition shall be deemed waived by Buyerservices agreement.

Liquor Licenses. As a condition Operator shall cooperate and use all reasonable efforts to Buyer’s obligations under this Contract, (i) assist the Manager Owner to transfer to Owner or an Affiliate thereof approved by Buyer shall have or shall have obtained its designee all liquor licenses and alcoholic beverage beverages licenses necessary or desirable to operate any restaurants, bars and lounges presently located within currently in use in connection with the Hotel (collectivelythe "Liquor Licenses"). In such event, Operator shall reasonably cooperate with Owner, and shall execute such transfer forms, license applications and other documents as may be necessary to effect such transfer, including the assignment of the Owner's interest in any leases held for the benefit or convenience of Operator or Owner in connection with the sale of alcoholic beverages in the Hotel. If permitted under applicable law, at Owner's request, the “Liquor Licenses”) and, in the case of an Affiliate of the Manager, the Hotel has the right to use such Liquor License, (ii) if permitted under the laws of the jurisdiction in which the Hotel is located, the Manager parties shall execute and file any and all necessary forms, applications and other documents (and Seller shall cooperate with the Manager in filing such forms, applications and other documents) (including interim or transition agreements) with the appropriate liquor and alcoholic beverage authorities so that the Liquor Licenses remain in full force and effect upon completion of Closing. Notwithstanding the foregoing, Buyer covenants and agrees to submit a complete application for the Liquor Licenses papers with the appropriate liquor and alcoholic beverage authorities prior to the Termination Date, to the end that the issuance of new licenses shall take effect, if possible, during the Review Period transition period. If not so permitted, then the parties agree that they will promptly execute all applications and other documents required by the liquor authorities in order to effect the issuance of new licenses at the earliest date possible consistent with applicable law in order that all liquor licenses may be issued to Owner or its designee at the earliest possible time after the Termination Date. Owner shall reimburse Operator for the reasonable incremental out-of-pocket costs incurred by Operator in performing its obligations under this Section 12.1(j). Operator agrees, if so requested by Owner or purchaser, to continue operation under the Liquor Licenses pending such transfer pursuant to a beverage services agreement for a period not to exceed ninety (90) days following the termination of this Agreement provided that Owner or such purchaser shall in accordance with customary industry practice provide Seller evidence of submission on or before the expiration of the Review Period in the form of a written receipt proper insurance and an indemnity against liability arising from Operator's performance under such liquor and alcoholic beverage authorities. In the event Buyer fails to comply with the foregoing and has not terminated this Contract as provided in Section 9.1, this condition shall be deemed waived by Buyerservices agreement.

Liquor Licenses. As The Sellers shall cooperate in such manner as the Buyer may reasonably request, in connection with the Buyer's efforts to maintain in effect existing licenses or, if required, obtain new licenses, in either case to permit the sale of alcoholic beverages at the Properties following the Closing, including without limitation providing as soon as practicable all information in the possession of the Sellers or their affiliates necessary or appropriate to permit the Buyer to make such governmental applications as it deems necessary or appropriate and making available for consultation the Sellers' personnel and contractors. If as of the Closing Date a condition valid license is not, in the Buyer's reasonable judgment, in effect at any Property permitting the sale of alcoholic beverages after the Closing, the Sellers shall enter into (or shall cause any affiliate of Seller which holds a liquor license at a Property to enter into) such agreements and arrangements as are reasonably requested by the Buyer’s obligations under this Contract, including liquor management or other management agreements, in form and substance reasonably satisfactory to the Buyer and the Sellers and which agreements by their terms would permit the sale of alcoholic beverages to occur at the Property utilizing the licenses then in effect; provided, (i) the Manager or an Affiliate thereof approved by Buyer shall have indemnify and hold the Sellers, their affiliates and the Seller-Related Entities harmless from any Liability or shall have obtained all liquor licenses and alcoholic beverage licenses necessary or desirable to operate expense incurred under any restaurants, bars and lounges presently located within the Hotel (collectively, the “Liquor Licenses”) and, in the case of an Affiliate of the Manager, the Hotel has the right to use such Liquor Licenseagreements, (ii) if permitted under the laws Closing shall not be contingent upon the effectiveness or legality of any such agreements and (iii) the jurisdiction in which term of any such agreements shall not be longer than 90 days. In no event shall the Hotel is located, transfer of any existing liquor licenses or the Manager shall execute and file any and all necessary forms, applications and other documents (and Seller shall cooperate with the Manager in filing such forms, applications and other documents) (including interim or transition agreements) with the appropriate liquor and alcoholic beverage authorities so that the Liquor Licenses remain in full force and effect upon completion issuance of Closing. Notwithstanding the foregoing, Buyer covenants and agrees to submit a complete application for the Liquor Licenses with the appropriate liquor and alcoholic beverage authorities prior new license be a condition precedent to the end Buyer's obligations under this Agreement. The provisions of this Section 14.3 shall survive the Review Period , and to provide Seller evidence of submission on or before the expiration of the Review Period in the form of a written receipt from such liquor and alcoholic beverage authorities. In the event Buyer fails to comply with the foregoing and has not terminated this Contract as provided in Section 9.1, this condition shall be deemed waived by BuyerClosing without limitation.