Common use of Transfer of Liquor Inventory Clause in Contracts

Transfer of Liquor Inventory. Notwithstanding any other provision of this Agreement, the Liquor Inventory shall be sold and transferred to Buyer (or Buyer's nominee) only in such manner as complies with applicable alcoholic beverage control Laws and the terms of the Liquor Licenses. If applicable Law requires or practically necessitates that the Liquor Inventory of any Hotel (and any other aspects of the Liquor Operations of any Hotel) be transferred in a transaction separate and apart from the sale and purchase of such Hotel, then: (A) such Liquor Inventory shall be excluded from the Inventory sold as part of such Hotel under this Agreement and Sellers and Buyer shall reduce the Purchase Price by the book value (unless applicable alcoholic beverage control laws shall require a different value, then such other required value) of such Liquor Inventory, and (B) Buyer shall in good faith negotiate with the applicable Liquor Licensee (and Sellers, if not such Liquor Licensee, shall cause such Liquor Licensee to negotiate in good faith with Sellers) a separate agreement and escrow incorporating the provisions of Section 7.2(c), to close concurrently with Closing or as soon thereafter as practicable, for the sale of such Liquor Inventory and the transfer of such Liquor Operations to Buyer (or Buyer's nominee), at a price equal to the price by which the Purchase Price was reduced pursuant to (A) above in respect of the Liquor Inventory.

Appears in 1 contract

Samples: Domain Name Assignment Agreement (Capital Lodging)

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Transfer of Liquor Inventory. Notwithstanding any other provision of this Agreement, the Liquor Inventory shall be sold and transferred to Buyer (or Buyer's nominee) only in such manner as complies with applicable alcoholic beverage control Laws and the terms of the Liquor Licenses. If applicable Law requires or practically necessitates that the Liquor Inventory of any Hotel (and any other aspects of the Liquor Operations of any Hotel) be transferred in a transaction separate and apart from the sale and purchase of such Hotel, then: (A) such Liquor Inventory shall be excluded from the Inventory sold as part of such Hotel under this Agreement and Sellers and Buyer shall reduce the Purchase Price by the book value (unless applicable alcoholic beverage control laws shall require a different value, then such other required value) of such Liquor Inventory, and (B) Buyer shall in good faith negotiate with the applicable Liquor Licensee (and Sellers, if not such Liquor Licensee, shall cause such Liquor Licensee to negotiate in good faith with Sellers) a separate agreement and escrow incorporating the provisions of Section 7.2(c7.1(c), to close concurrently with Closing or as soon thereafter as practicable, for the sale of such Liquor Inventory and the transfer of such Liquor Operations to Buyer (or Buyer's nominee), at a price equal to the price by which the Purchase Price was reduced pursuant to (A) above in respect book value of the Liquor Inventory, and (C) the conclusion of such separate agreement, in a form and substance reasonably satisfactory to Buyer, shall be a condition to Buyer's obligation to close hereunder.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Capital Lodging)

Transfer of Liquor Inventory. Notwithstanding any other provision of this Agreement, the Liquor Inventory shall be sold and transferred to Buyer (or Buyer's ’s nominee) only in such manner as complies with applicable alcoholic beverage control Laws and the terms of the Liquor Licenses. If applicable Law requires or practically necessitates that the Liquor Inventory of any Hotel (and any other aspects of the Liquor Operations of any HotelOperations) be transferred in a transaction separate and apart from the sale and purchase of such the Hotel, then: (A) such the Liquor Inventory shall be excluded from the Inventory sold as part of such the Hotel under this Agreement and Sellers Seller and Buyer shall reduce the Purchase Price by the book value (unless applicable alcoholic beverage control laws shall require a different value, then such other required value) of such the Liquor Inventory, and (B) Buyer shall in good faith negotiate with the applicable Liquor Licensee (and SellersSeller, if not such the Liquor Licensee, shall cause such Liquor Licensee to negotiate in good faith with SellersSeller) a separate agreement and escrow incorporating the provisions of Section 7.2(c)7.2.3, to close concurrently with Closing or as soon thereafter as practicable, for the sale of such the Liquor Inventory and the transfer of such the Liquor Operations to Buyer (or Buyer's its nominee), at a price equal to the price by which the Purchase Price was reduced pursuant to (A) above in respect book value of the Liquor Inventory, and (C) the conclusion of such separate agreement, in a form and substance reasonably satisfactory to Buyer, shall be a condition to Buyer’s obligation to close hereunder.

Appears in 1 contract

Samples: Joint Escrow Instructions (Marcus Corp)

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Transfer of Liquor Inventory. Notwithstanding any other provision of this Agreement, the Liquor Inventory shall be sold and transferred to Buyer (or Buyer's ’s nominee) only in such manner as complies with applicable alcoholic beverage control Laws and the terms of the Liquor Licenses. If applicable Law requires or practically necessitates that the Liquor Inventory of any Hotel (and any other aspects of the Liquor Operations of any Hotel) be transferred in a transaction separate and apart from the sale and purchase of such Hotel, then: (A) such Liquor Inventory shall be excluded from the Inventory sold as part of such Hotel under this Agreement and Sellers and Buyer shall reduce the Purchase Price by the book value (unless applicable alcoholic beverage control laws shall require a different value, then such other required value) of such Liquor Inventory, and (B) Buyer shall in good faith negotiate with the applicable Liquor Licensee (and Sellers, if not such Liquor Licensee, shall cause such Liquor Licensee to negotiate in good faith with Sellers) a separate agreement and escrow incorporating the provisions of Section 7.2(c7.1(c), to close concurrently with Closing or as soon thereafter as practicable, for the sale of such Liquor Inventory and the transfer of such Liquor Operations to Buyer (or Buyer's ’s nominee), at a price equal to the price by which the Purchase Price was reduced pursuant to (A) above in respect book value of the Liquor Inventory, and (C) the conclusion of such separate agreement, in a form and substance reasonably satisfactory to Buyer, shall be a condition to Buyer’s obligation to close hereunder.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Capital Lodging)

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