Permits; Liquor Licenses. (a) Schedule 4.22 of the Disclosure Schedule sets forth a true, complete and correct list of each material Permit and each liquor license held by an Acquired Entity or any Subsidiary of an Acquired Entity. Except as would not reasonably be expected to be, individually or in the aggregate, Material, (i) each Acquired Entity and each of its Subsidiaries is in possession of all Permits and liquor licenses necessary for it to own, lease and operate its properties and to carry on its business as conducted, (ii) such Permits and liquor licenses are valid and in full force and effect, (iii) no Acquired Entity and none of its Subsidiaries is in default under, and no condition exists that with notice or lapse of time or both could permit any revocation, non-renewal or termination, or other adverse modification, of any Permit or liquor license, or constitute a default under, the Permits or liquor licenses, and there are no Proceedings pending or, to the Knowledge of the Acquired Entities, threatened before any Governmental Authority that seek the revocation, termination, cancellation, suspension or adverse modification thereof, and (iv) no Acquired Entity or Subsidiary of an Acquired Entity has a pending application for registration to sell franchises for a restaurant, or for an exemption under any jurisdiction’s franchise Laws.
(b) Except as have not and would not, individually or in the aggregate, reasonably be expected to have, a Xxxxx Xxxxxxxx Adverse Effect, (i) the Acquired Entities have no Knowledge that any currently pending application for a material Permit or any liquor license, or amendment or modification of a material Permit or liquor license required in connection with the Transactions will be ultimately denied, and (ii) there are no pending disciplinary actions, unresolved citations or unsatisfied penalties relating to Permits or liquor licenses that is reasonably likely to have or result in a material adverse impact on any Acquired Entity or the ability to maintain or renew any Permit or liquor license; provided, that no representation or warranty is made with respect to the matters set forth in this Section 4.22 insofar as they relate to Parent or any of its Affiliates. Each Acquired Entity and each of its respective Subsidiaries is and since December 31, 2013 (or, if later, the date such Acquired Entity or its Subsidiaries began conducting its business) has been, in compliance in all material respects with any policy of any Governmental Authority r...
Permits; Liquor Licenses. (a) Sellers shall cooperate, at Buyer's sole cost and expense, with Buyer and Buyer's representatives to enable and assist Buyer to procure and maintain all licenses, permits and authorizations necessary for Buyer's ownership and operation of the Hotel. Buyer shall promptly apply for and use all reasonable efforts to obtain all such requisite licenses, permits and authorizations, but the obtaining of such licenses, permits and authorizations shall not be a condition to Buyer's obligations hereunder.
(b) Prior to the Closing Date, Buyer shall seek to have all existing liquor licenses at the Hotels transferred to Buyer or to an entity designated by Buyer, or shall seek to have new liquor licenses issued in the name of Buyer or an entity designated by Buyer, whichever shall be in compliance with local law. Buyer acknowledges that the current liquor licenses may not be assignable by Sellers to Buyer, and in such event Buyer shall apply for new liquor licenses. Buyer shall use all reasonable efforts at Buyer's sole expense to obtain the approval of the applicable state and local authorities for such transfer or issuance. Sellers shall cooperate, at Buyer's sole cost and expense, with Buyer and Buyer's representatives to assist Buyer to procure and maintain all liquor licenses 77 -72- necessary and required for the sale and service of alcoholic beverages at the Hotels. In the event that such transfer or issuance with respect to any Hotel has not been approved prior to the Closing Date, Sellers and Buyer shall proceed with the Closing notwithstanding the lack of such approval. Sellers shall cooperate with Buyer to permit the continued sale of alcoholic beverages at the Hotels after the Closing in accordance with all applicable laws, notwithstanding the sale of the Hotels to Buyer, until such approval has been obtained. In such event, Sellers agree to execute, or cause Manager to execute, such leases, management agreements and other documents each in form reasonably acceptable to Sellers, as are legal and customary in the respective jurisdictions to permit the continued sale of alcoholic beverages after the Closing pending such approval, including, in the case of the Hotels located in Massachusetts, a beverage service agreement in the form attached hereto as Exhibit P. Buyer agrees to maintain liquor liability insurance in amounts not less than Twenty-Five Million Dollars ($25,000,000) naming the applicable Seller as an additional insured, and further agrees to in...
Permits; Liquor Licenses. (a) To the knowledge of Management all ------------------------ material governmental licenses, permits or authorizations of the Company, the Subsidiary and the Liquor Affiliates (other than those relating to environmental matters, which are dealt with separately in Section 2.17, and the Liquor Licenses, which are dealt with separately in paragraph (b) below) (the "Permits") are in full force and effect and are validly held by the Company, the Subsidiary or the Liquor Affiliates, as applicable, and the Company, the Subsidiary and the Liquor Affiliates are in compliance in all material respects with such Permits. Except as set forth on Schedule 2.16 such Permits will not be ------------- subject to suspension, modification or revocation solely as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. The Company, the Subsidiary and the Liquor Affiliates have all of the Permits (other than those referred to above) which are required to carry on the business of the Company, the Subsidiary and the Liquor Affiliates as such business is now conducted, except where the failure to have any such Permit would not have a Material Adverse Effect. Except as set forth on Schedule --------
