Common use of Permits; Liquor Licenses Clause in Contracts

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 relating to liquor licenses, except as would not reasonably be expected to be, individually or in the aggregate, Material.

Permits; Liquor Licenses. (a) Schedule 4.22 of Buyer shall use its commercially reasonable efforts to secure from 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 applicable Governmental Authority consent to be, individually or in the aggregate, Material, (i) each Acquired Entity the issuance of any necessary temporary or provisional Permits required for Buyer’s continued operation of the Restaurants; 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) all Permits required for the operation of the Restaurants that are not transferable by Seller at the Initial Closing. As applicable, Buyer shall comply with and carry out any and all of the requirements, demands, requests, rules, and regulations of the local issuing authority, so as to expedite the approval of the issuance or transfer of such Permits. To the extent that any Permit has not been transferred or reissued to or obtained by Buyer prior to the Initial Closing, for up to one hundred and eighty (180) days after the Initial Closing Date, Seller shall use its commercially reasonable efforts, at Buyer’s reasonable request, to assist Buyer with obtaining any such Permits. Notwithstanding the foregoing, Seller shall not be required to incur any Liabilities, or provide any financial accommodation, in order to transfer, reissue or obtain any 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, respect to the Knowledge purchase and sale of the Acquired Entities, threatened before any Governmental Authority that seek Purchased Assets or the revocation, termination, cancellation, suspension or adverse modification thereof, and (iv) no Acquired Entity or Subsidiary operation 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 Lawsthe Business. (b) Except as have not and would notWithout limiting the foregoing, individually or in Buyer shall be responsible for securing from the aggregate, reasonably be expected to have, a Xxxxx Xxxxxxxx Adverse Effect, (i) the Acquired Entities have no Knowledge that applicable licensing authorities any currently pending application for a material Permit or any liquor license, or amendment or modification of a material Permit or liquor license consent required in connection with respect of 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 change of control of the ability to maintain or renew any Permit or liquor license; provided, that no representation or warranty is made Purchased Subsidiaries with respect to all Liquor Licenses held by the matters set forth Purchased Subsidiaries and the issuance of any necessary temporary or provisional Liquor Licenses required for Buyer’s continued operation of the Restaurants after the Initial Closing, the North Carolina Closing and the Delaware Closing, as applicable. Buyer shall comply with and carry out any and all of the requirements, demands, requests, rules, and regulations of the state and/or local issuing authority, so as to expedite the approval of the issuance or transfer of such Liquor License and temporary or provisional Liquor Licenses and shall file all necessary notifications. Seller and its Subsidiaries shall use commercially reasonable efforts to cooperate with Buyer in transferring or obtaining the Liquor Licenses required to operate the Restaurants, provided that upon Buyer’s request, Seller shall review and respond promptly following delivery by Buyer to Seller (but in no event later than ten (10) Business Days following such delivery) of any documents or forms required to be submitted to any Governmental Authority in respect of any Liquor License and provide any required documentation or authorization on behalf of Seller required under applicable Law with respect thereto. Notwithstanding anything to the contrary in this Section 4.22 insofar as they relate 6.07, Seller and its Subsidiaries shall not be required to Parent incur any Liabilities, or provide any financial accommodation, in order to transfer, reissue or obtain any such Liquor Licenses. Seller and its Subsidiaries shall in no event be required to take any action in violation of its AffiliatesLaw applicable to the Liquor Licenses. (c) If requested by Buyer, Seller will cause at least one officer or manager listed on each Liquor License (to be designated by Seller) to remain in such position following the Initial Closing, and solely for the purposes of facilitating renewals of any Liquor Licenses with the applicable Governmental Authority (each, a “Temporary Officer”). Each Acquired Entity and such Temporary Officer shall remain an officer or manager listed on the applicable Liquor License until such time as Buyer has submitted the applicable change of officer, authorized person or similar filing required by applicable Law to replace such Temporary Officer, each of its respective Subsidiaries is which Buyer shall submit as promptly as practicably after the Initial Closing Date, or such later time as may be mutually agreed by Buyer and since December 31the applicable Temporary Officer. Buyer shall indemnify and hold harmless each such Temporary Officer against any Damages arising out of such Temporary Officer’s continued service as an officer or manager listed on the applicable Liquor License. Upon the submission of the applicable change of officer, 2013 (or, if laterauthorized person or similar filing in respect of any Liquor License replacing any Temporary Officer, the date Temporary Officer shall promptly resign or be removed without cause from each 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 relating to liquor licenses, except as would not reasonably be expected to be, individually or in the aggregate, Materialposition.

Permits; Liquor Licenses. (a) Schedule 4.22 The Company and each of the Disclosure Schedule sets forth a trueSubsidiaries have complied with and are in compliance with all permits, complete approvals, licenses, authorizations, certificates, rights, exemptions, orders and correct list franchises from Governmental Entities necessary for the ownership of each material Permit their assets and each liquor license held by an Acquired Entity or lawful conduct of their businesses as now conducted, including those relating to, among others, food preparation and handling, alcoholic beverage control, public health and safety, zoning and fire codes (collectively, the "COMPANY PERMITS"), and there has not occurred any Subsidiary of an Acquired Entity. Except as default under any such Company Permit, except to the extent that any failure to hold Company Permits and any such defaults have not resulted in and would not reasonably be expected likely to beresult in, individually or in the aggregate, Material, a Company Material Adverse Effect. (ib) each Acquired Entity Section 3.16(b) of the Company Disclosure Letter sets forth a complete and each of its Subsidiaries is in possession correct list of all Permits and liquor licenses necessary (including, without limitation, beer and wine licenses) held or used by the Company or any of the Subsidiaries (collectively, the "LIQUOR LICENSES") in connection with the operation of each restaurant owned or operated by the Company or any of the Subsidiaries (each, a "COMPANY RESTAURANT"), along with the address of each such Company Restaurant and the expiration date of each such Liquor License. To the extent required by applicable law, rule, regulation or ordinance, each Company Restaurant currently in operation possesses a Liquor License. The Company has no reason to believe that it will not be able to obtain Liquor Licenses for it to own, lease restaurants currently being brought into operation identified in Section 3.16(b) of the Company Disclosure Letter. Each of the Liquor Licenses has been validly issued and operate its properties and to carry on its business as conducted, (ii) such Permits and liquor licenses are valid and is in full force and effect, (iii) no Acquired Entity effect and none is adequate for the current conduct of its the operations at the Company Restaurant for which it is issued. Neither the Company nor any of the Subsidiaries is in default under, and no condition exists that with has received any written 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 EntitiesCompany's Knowledge, threatened before any Governmental Authority that seek the revocation, termination, cancellationmodification, suspension or adverse modification thereof, and (iv) no Acquired Entity cancellation of a Liquor License 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 proceeding related thereto that 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 Company Restaurant, the ability to maintain or renew any Permit Liquor License or liquor license; providedthe nature or level of discipline imposed on account of future violations of the laws related to sales and service of alcoholic beverages. Since January 31, that 1999, there have been no representation or warranty is made with respect such proceedings relating to the matters set forth in this Section 4.22 insofar as they relate to Parent or any of its Affiliatesthe Liquor Licenses. Each Acquired Entity and each of its respective Subsidiaries is and since December 31, 2013 (or, if later, the date such Acquired Entity There are no pending disciplinary actions or its Subsidiaries began conducting its business) has been, in compliance in all material respects with any policy of any Governmental Authority relating to liquor licenses, except as past disciplinary actions that would not reasonably be expected to behave any material adverse impact on any Company Restaurant, individually the ability to maintain or in renew any Liquor License or the aggregate, Materialnature or level of discipline imposed on account of future violations of the laws related to sales and service of alcoholic beverages.

Permits; Liquor Licenses. (a) Schedule 4.22 The Company and each of the Subsidiaries have complied with and are in compliance with, in all materials respects, all Permits. (b) Section 4.13(b) of the Disclosure Schedule sets forth a true, true and complete and correct list of each material Permit all liquor licenses (including, without limitation, beer and each liquor license wine licenses) held or used by an Acquired Entity the Company or any Subsidiary (collectively, the “Liquor Licenses”) as of an Acquired Entitythe date hereof in connection with the operation of each restaurant owned or operated by the Company, Hawk-Eye or any Subsidiary (the “Company Restaurants”), along with the identity of the license holder, the store number, the jurisdiction of the licensing authority, and the expiration date of each such Liquor License. Except as would To the extent required by applicable law, rule, regulation or ordinance, each Company Restaurant currently in operation that sells alcohol possesses a Liquor License. None of the Sellers, the Company or any Subsidiary has any reason to believe that it will not reasonably be expected able to be, individually or obtain Liquor Licenses for those dine-in restaurants currently being brought into operation which are identified in Section 4.13(b) of the aggregate, Material, (i) each Acquired Entity Disclosure Schedule. Each of the Liquor Licenses has been validly issued 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 effecteffect and is adequate for the current conduct of the operations at the Company Restaurant for which it is issued. None of the Sellers, (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 terminationthe Company, or other adverse modification, any Subsidiary has received any written notice 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 knowledge of the Acquired EntitiesCompany, threatened before any Governmental Authority that seek the revocation, termination, cancellationmodification, suspension or adverse modification thereof, and (iv) no Acquired Entity cancellation of a Liquor License 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 proceeding related thereto that 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 Company Restaurant, the ability of the Company or any Subsidiary to maintain or renew any of their Liquor Licenses. Except as set forth in Section 4.13(b) of the Disclosure Schedule, there have been no such proceedings relating to any Liquor License since January 1, 2004. There are no pending disciplinary actions or past disciplinary actions that would reasonably be expected to affect adversely any Company Restaurant, the ability to maintain or renew any Permit Liquor License or liquor license; provided, that no representation the nature or warranty is made with respect level of discipline imposed on account of future violations of the laws related to the matters sales and service of alcoholic beverages. Except as set forth in Section 4.13(b) of the Disclosure Schedule, neither the execution of this Section 4.22 insofar as they relate Agreement or the Escrow Agreement nor the consummation of the transactions contemplated hereby or thereby will conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to Parent others any rights of termination, amendment, acceleration, suspension, revocation or any of its Affiliates. Each Acquired Entity and each of its respective Subsidiaries is and since December 31cancellation of, 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 or third party pursuant to any applicable laws relating to liquor licenses, except as would not reasonably be expected to be, individually the sales and service of alcoholic beverages or in the aggregate, MaterialLiquor Licenses.

Permits; Liquor Licenses. (a) Schedule 4.22 of Buyer shall use its commercially reasonable efforts to secure from 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 applicable Governmental Authority consent to be, individually or in the aggregate, Material, (i) each Acquired Entity the issuance of any necessary temporary or provisional Permits required for Buyer’s continued operation of the Restaurants; 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) all Permits required for the operation of the Restaurants that are not transferable by Seller at the Initial Closing. As applicable, Buyer shall comply with and carry out any and all 32 of the requirements, demands, requests, rules, and regulations of the local issuing authority, so as to expedite the approval of the issuance or transfer of such Permits. To the extent that any Permit has not been transferred or reissued to or obtained by Buyer prior to the Initial Closing, for up to one hundred and eighty (180) days after the Initial Closing Date, Seller shall use its commercially reasonable efforts, at Buyer’s reasonable request, to assist Buyer with obtaining any such Permits. Notwithstanding the foregoing, Seller shall not be required to incur any Liabilities, or provide any financial accommodation, in order to transfer, reissue or obtain any 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, respect to the Knowledge purchase and sale of the Acquired Entities, threatened before any Governmental Authority that seek Purchased Assets or the revocation, termination, cancellation, suspension or adverse modification thereof, and (iv) no Acquired Entity or Subsidiary operation 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 Lawsthe Business. (b) Except as have not and would notWithout limiting the foregoing, individually or in Buyer shall be responsible for securing from the aggregate, reasonably be expected to have, a Xxxxx Xxxxxxxx Adverse Effect, (i) the Acquired Entities have no Knowledge that applicable licensing authorities any currently pending application for a material Permit or any liquor license, or amendment or modification of a material Permit or liquor license consent required in connection with respect of 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 change of control of the ability to maintain or renew any Permit or liquor license; provided, that no representation or warranty is made Purchased Subsidiaries with respect to all Liquor Licenses held by the matters set forth Purchased Subsidiaries and the issuance of any necessary temporary or provisional Liquor Licenses required for Buyer’s continued operation of the Restaurants after the Initial Closing, the North Carolina Closing and the Delaware Closing, as applicable. Buyer shall comply with and carry out any and all of the requirements, demands, requests, rules, and regulations of the state and/or local issuing authority, so as to expedite the approval of the issuance or transfer of such Liquor License and temporary or provisional Liquor Licenses and shall file all necessary notifications. Seller and its Subsidiaries shall use commercially reasonable efforts to cooperate with Buyer in transferring or obtaining the Liquor Licenses required to operate the Restaurants, provided that upon Buyer’s request, Seller shall review and respond promptly following delivery by Buyer to Seller (but in no event later than ten (10) Business Days following such delivery) of any documents or forms required to be submitted to any Governmental Authority in respect of any Liquor License and provide any required documentation or authorization on behalf of Seller required under applicable Law with respect thereto. Notwithstanding anything to the contrary in this Section 4.22 insofar as they relate 6.07, Seller and its Subsidiaries shall not be required to Parent incur any Liabilities, or provide any financial accommodation, in order to transfer, reissue or obtain any such Liquor Licenses. Seller and its Subsidiaries shall in no event be required to take any action in violation of its AffiliatesLaw applicable to the Liquor Licenses. (c) If requested by Buyer, Seller will cause at least one officer or manager listed on each Liquor License (to be designated by Seller) to remain in such position following the Initial Closing, and solely for the purposes of facilitating renewals of any Liquor Licenses with the applicable Governmental Authority (each, a “Temporary Officer”). Each Acquired Entity and such Temporary Officer shall remain an officer or manager listed on the applicable Liquor License until such time as Buyer has submitted the applicable change of officer, authorized person or similar filing required by applicable Law to replace such Temporary Officer, each of its respective Subsidiaries is which Buyer shall submit as promptly as practicably after the Initial Closing Date, or such later time as may be mutually agreed by Buyer and since December 31the applicable Temporary Officer. Buyer shall indemnify and hold harmless each such Temporary Officer against any Damages arising out of such Temporary Officer’s continued service as an officer or manager listed on the applicable Liquor License. Upon the submission of the applicable change of officer, 2013 (or, if laterauthorized person or similar filing in respect of any Liquor License replacing any Temporary Officer, the date Temporary Officer shall promptly resign or be removed without cause from each 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 relating to liquor licenses, except as would not reasonably be expected to be, individually or in the aggregate, Materialposition.