Transfer of Liquor License Sample Clauses
Transfer of Liquor License. At the Closing, Buyer's designee (the "Operator") and Seller shall enter into and deliver a management agreement (the "Management Agreement") in form of Exhibit "A" hereto providing for the Operator's operation of the Hotel as Seller's agent under Seller's liquor permit. The term of such management agreement shall be until Operator has obtained a liquor permit for the operation of the Hotel from the State of Ohio or transferred Seller's liquor license to Operator. During such term, the Operator shall pay to the Seller all employee's wages, including the employer's portion of payroll taxes thereon and union benefit contributions, and all sales tax obligations with respect to the operation of the Hotel during such term. The Seller shall process the Hotel payroll and pay the employees thereof under its workers compensation account number. The Seller shall also file all sales tax returns under the Seller's vendors license number. In consideration of Seller's processing of such payments as aforesaid, Operator shall pay Seller a fee of $250.00 per month during the term of such management agreement.
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Transfer of Liquor License. The Company shall have been successful in obtaining in the name of the Company's designated concession operator a liquor license of the same class as is currently held by Sellers or their third party concession operator with respect to the sale of alcoholic beverages at the Complex.
Transfer of Liquor License. As of the date of this First Amendment, both Landlord and Tenant are the named holders/permittees under State of Florida Temporary Liquor License No. BEV5808147, dated October 17, 2000 (the "Liquor License"). Landlord has elected to not be included as a permittee on and under the Liquor License, and therefore Tenant shall be obligated to file and pursue with the State of Florida Department of Business and Professional Regulation the transfer of the Liquor License sufficient to terminate and exclude Landlord as a named permittee. Tenant shall be obligated to pursue and accomplish the foregoing as soon as possible, using commercially reasonable diligence. In addition to the foregoing, Tenant shall protect, indemnify and hold harmless Landlord for, from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and reasonable expenses (including, without limitation, reasonable attorneys' fees) to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of the inclusion of the Landlord as a permittee or holder under the Liquor License; provided, however, that Tenant's obligations hereunder shall not apply to any liability, obligation, claim, damage, penalty, cause of action, cost or expense arising from any gross negligence or willful misconduct of Landlord, its employees, agents, contractors or invitees.
Transfer of Liquor License. The liquor license for the Hotel shall have been transferred to Buyer or, if the transfer has not been achieved on or before the Closing Date, at Closing, Buyer shall enter into the Operating Agreement.
Transfer of Liquor License. 31 17. Remedies. . . . . . . . . . . . . . . . . . . . . . .31 17.1.Seller's Remedies. . . . . . . . . . . . . . . .31 17.2.Buyer's Remedies . . . . . . . . . . . . . . . .32 18.
Transfer of Liquor License. As soon as reasonable practicable after execution of this Agreement, Buyer and Buyer Designee shall file or cause to be filed an application for transfer of the Hotel Liquor License, and thereafter shall prosecute such application with due diligence. Seller agrees, both in connection with the application for transfer of the Hotel liquor license to cooperate with Buyer in supplying information required or reasonably requested by the licensing authority in executing authority in executing any necessary documents for filing with the licensing authority, provided that Buyer shall pay all application fees and other cost attributable to the application and transfer. In the event that the Hotel liquor license is not transferred to Buyer on or before the Closing, at Closing, Buyer and Seller shall enter into an Interim License Operating Agreement, collectively (the "OPERATING AGREEMENT"), in a form to be negotiated by Buyer and Seller by June 18, 1998 and which shall, in any event, be mutually satisfactory to Buyer and Seller. The provisions of this SECTION 16 shall survive Closing, and if the Hotel liquor license is not transferred to Buyer at the Closing, Buyer and Seller shall continue to be obligated to pursue such transfer pursuant to the provisions hereof.
Transfer of Liquor License. Subject to the terms and conditions of this Agreement and subject to the approval by the California Department of Alcoholic Beverage Control (the “ABC”) of the procedures contemplated herein, Seller agrees to sell and Buyer agrees to purchase, the Liquor License owned by an affiliate of Seller, LJABC, Inc, ‘a Texas corporation (“Licensee”) and utilized by Owner at the Hotel Property and all wine, beer and other alcoholic beverages on hand at the Hotel (the “Liquor Assets”) through a separate escrow to be established by the parties for such purpose (the “Liquor Escrow”), upon the following terms and conditions. That portion of the Purchase Price allocated to the Liquor Assets (the “Liquor Asset Amount”) is set forth on Exhibit 2.
Transfer of Liquor License. Buyer has received approvals from the County of El Paso and the Colorado Department of Liquor Licenses and Control for the transfer of the Tavern Liquor License.
Transfer of Liquor License. Commencing upon the Date of Agreement and continuing until the date which is six (6) months after the Closing Date, Buyer and Seller shall, at the sole cost and expense of Seller, use their commercially reasonable efforts to obtain all governmental approvals necessary to transfer the Liquor License to Buyer as soon as reasonably possible, but in any event not sooner than the Closing Date. Seller and Buyer shall follow all legal procedures and processes necessary or advisable to accomplish the transfer of the Liquor License to Buyer, including the establishment of one or more escrows to accomplish the same. Notwithstanding the foregoing, to the extent the Liquor License is not transferrable, in lieu of its obligations under the preceding two sentences, Seller shall, at no cost or risk of liability to Seller, execute such documents (including, without limitation, terminating Buyer’s existing Liquor License) as Buyer reasonably requests in order for Buyer to obtain a new liquor license which permits Buyer to serve alcoholic beverages at the Golf Course. If such transfer does not occur prior to the Closing Date, or if Buyer has not obtained such new liquor license by the Closing Date, then, during the period commencing on the Closing Date and continuing until the date which is six
Related to Transfer of Liquor License
- Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.
- Liquor License Purchaser shall use diligent, good faith efforts to effect the transfer of any existing Liquor License held by Seller, Manager or their applicable Affiliate to Purchaser or its designee or management company as of the Closing Date or to permit Purchaser or its designee or management company to obtain a new Liquor License for the Hotel. Purchaser agrees to pay all fees, charges and related costs in connection with the transfer of the existing Liquor License or to obtain a new Liquor License. Promptly following the full execution and delivery of this Agreement, Purchaser shall, or shall cause its designee to, complete, execute and file with the applicable liquor licensing authority all necessary applications for transfer of the Liquor License or to obtain a new Liquor License. In connection with Purchaser’s actions described in the foregoing sentence, at the request of Purchaser, (i) Seller shall, or shall cause the current holder of the Liquor License to, execute and deliver a liquor escrow agreement in a form and on such terms as are reasonable and customary for the transfer of a liquor license and liquor assets in the State of California and (ii) the parties shall allocate a portion of the Purchase Price to the Liquor License in accordance with the terms of Section 3.1, (provided, however, the parties acknowledge that no portion of the cost of the liquor inventory shall be allocated to the Purchase Price and such costs shall be paid to Seller (or the current holder of the Liquor License) pursuant to the terms of Section 7.01(i)). Purchaser specifically acknowledges and agrees that the transfer of the Liquor License to Purchaser on the Closing Date (or the issuance of a new Liquor License) shall not be a condition to Purchaser’s obligation to close the transaction contemplated under this Agreement. If despite the exercise of such efforts by Purchaser, Purchaser is unable to obtain a transfer of the Liquor License or a new Liquor License on or before the Closing Date, then Seller agrees that it shall cause Xxxxxxx Beverage, LLC, an Affiliate of Manager and Seller that holds the Liquor License, to enter into a customary form interim beverage services agreement or lease with Purchaser in form reasonably satisfactory to Manager and Xxxxxxx Beverage, LLC, to the extent permitted by applicable law, including without limitation, an indemnification from Purchaser of Manager and Xxxxxxx Beverage, LLC with respect to any and all damages, claims, losses, expenses, costs or other Liabilities arising during the term of such services agreement for a period not to exceed one hundred eighty (180) days following the Closing Date.
- Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.
- Transfer of Know-How For the avoidance of doubt, unless specifically stated otherwise, nothing under this Agreement shall obligate Licensor to provide or otherwise make available to Licensee any copies or embodiments of any Know-How or make or provide or otherwise make available to Licensee any updates to any Know-How (even if Licensor or its Affiliates updates same for their own use).
- Transfer of Rights This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
- Liquor Licenses To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.
- Transfer of Data The Participant consents to the Company or any Affiliate thereof processing data relating to the Participant for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data relating to the Participant. The Company may make such information available to any Affiliate thereof, those who provide products or services to the Company or any Affiliate thereof (such as advisers and payroll administrators), regulatory authorities, potential purchasers of the Company or the business in which the Participant works, and as may be required by law.
- Transfer or Sale The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.
- Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital.
- Transfer of Permits Seller will use its best efforts to assist Buyer to effect the assignment or other transfer of Permits from Seller to Buyer as of or as soon as practicable after the Closing Date.