Keystone. Such opinions shall also include an opinion that, upon consummation of the Founding Company Mergers or the Keystone Merger, as the case may be, all outstanding shares of capital stock of the Founding Company that is the subject of the opinion or Keystone, as the case may be, will be owned by the Company free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature, and to such counsel's knowledge, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into any shares of capital stock of or other ownership interest in such Founding Company or Keystone will be outstanding.
Keystone. Buyer and 3729 Indy, LLC shall use their Best Efforts to enter into a Separate PA for the purchase of the Assets of Keystone; which shall provide, among other provisions, that:.(i) the Assets of Keystone must transferred free of all mechanics liens, claims or Encumbrances, claims or lawsuits against Seller, and any other Liabilities; and (ii) GCFB and Buyer’s bank must approve such transaction and provide financing for the same on terms satisfactory to Buyer. Buyer may terminate the Separate PA for Keystone if such approval is not obtained. Further as set forth inAmendment No. 1 to the Agreement, (iii) Buyer, 3720 Indy, LLC and the landlord for the lease of the Keystone Restaurant premises must enter into a lease assignment and assumption agreement, whereby Buyer will assume such lease effective upon the Closing (ii) the liquor license for Keystone issued by the Indiana Alcohol and Tobacco Commission (“ATC”) to 3720 Indy, LLC shall be in full force and effect and upon signing and Closing and shall be held by the ATC, pending the approval of the issuance of the license to Buyer by the ATC; (iv) Seller will cooperate with Buyer and use its Best Efforts to assist Buyer in obtaining all necessary licenses that are required to operate Keystone as a bar and restaurant; (v) Seller and Buyer shall enter into a management agreement for the operation of Keystone, pending approval of the transfer of the liquor license therefor by the ATC, on such terms as Buyer and Seller shall agree. Subject to the foregoing, Buyer will waive the requirement that a liquor license for Keystone be issued to Buyer or approved as of the Closing Date.
Keystone. Upon the Closing of the purchase of the Keystone Assets, Buyer and the Selling Parties Representative shall jointly instruct the Escrow Agent in writing of the amount to be disbursed to 3720 Indy, LLC.
Keystone. Keystone, as general partner on behalf of TransCanada Keystone Pipeline Limited Partnership (the “Limited Partnership”), represents and warrants that: (i) it owns the Tank Facilities, (ii) the performance by Keystone of its obligations hereunder has been duly authorized by all necessary corporate action, (iii) this Lease has been duly executed and delivered on its behalf and (iv) the Limited Partnership is a “Canadian partnership” as defined in the Income Tax Act (Canada). In the event that the Limited Partnership’s residency status under the Income Tax Act (Canada) changes such that it is no longer a “Canadian partnership” thereunder, Keystone shall provide Notice to Lessee within 30 days of such status change.
