Examples of Business closure in a sentence
Sublessee shall be responsible for terminating and closing all Environmental Permits held by Sublessee (and not required to have been previously assigned to Sublessor) in accordance with Environmental Laws and shall provide Sublessor and Master Lessor with a Business Closure Report issued by the San Mateo County Environmental Health Department and a Radioactive Material License Termination issued by the relevant Governmental Authority pursuant to Section 12.01 of the Master Lease, as applicable.
Buyer understands and agrees that it is solely Buyer’s responsibility to obtain any and all operating agreements and Approvals necessary to operate the Property from and after the Lease Termination Date; provided, that the foregoing shall not relieve Seller of its obligations under Section 7.9 and Buyer shall have no responsibility to obtain any Approval necessary to operate the Property in connection with the conduct of the Business (including during the Business Closure Period).
Seller and ROC shall be liable and responsible for any and all federal, state and local income Taxes incurred in connection with the Transfer, other than any real estate transfer taxes, whether resulting from ordinary income, capital gains, or otherwise, and Seller and ROC agree that no portion of the Business Closure Escrow Amount shall be utilized for payment of such Taxes.
Seller shall not be permitted to satisfy any costs and expenses incurred in connection with the removal of Excluded Assets from the Business Closure Escrow Amount except with respect to Excluded Assets that are Personal Property and the proceeds of which are deposited in the Business Closure Escrow Account in accordance with this Agreement.
The Business Closure Escrow Amount shall be used solely to satisfy the Business Closure Costs incurred in accordance with this Agreement, including Reserved Business Closure Costs and Deferred Business Closure Costs.
Notwithstanding anything to the contrary contained herein, upon the seventy-two (72)-month anniversary of the Asset Closing Date, any party may instruct Escrow Agent to promptly release to Buyer any and all amounts remaining in the Business Closure Escrow Account, irrespective of whether any amounts therein have been reserved or earmarked by Seller for Deferred Business Closure Costs.
Upon written notice from Seller that all Business Closure Costs incurred by Seller have been satisfied, which Seller shall provide promptly after all Business Closure Costs have been satisfied, the parties hereto shall instruct the Escrow Agent to promptly release the amount remaining in the Business Closure Escrow Account, if any, to Buyer, pursuant to the terms of the Escrow Agreement.
Notwithstanding the foregoing, the representations and warranties of the parties hereto contained herein shall survive the delivery of the Grant, Bargain and Sale Deed and the Asset Closing and through three (3) months after the end of the Business Closure Period (the “Representation and Warranty Survival Period”).
Notwithstanding the foregoing, ROC shall procure and maintain fire insurance, casualty insurance, liability insurance and other insurance policies for the Property for the period after the Asset Closing through the Lease Termination Date, the premiums of which shall be payable from the Business Closure Escrow Amount.
Neither Seller nor ROC nor their respective Affiliates shall have any further recourse to funds released from the Business Closure Escrow Account in accordance with this Section 3.2.