Southern Ute Tribal Liquor License. 3.8 Tax Deferred Exchanges 3.8.1 1031 Tax Deferred Exchange at Closing 3.8.2 1031 Tax Deferred Exchange Upon Buyer s Exercise of Options 3.8.3 Costs and Expenses of 1031 Exchange
Southern Ute Tribal Liquor License Sample Clauses
Related to Southern Ute Tribal Liquor License
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.
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.
Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:
Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.
Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Status as Business Development Company The Borrower is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.
Office Space for Receiver and Corporation For the period commencing on the day following Bank Closing and ending on the one hundred eightieth (180th) day thereafter, the Assuming Bank agrees to provide to the Receiver and the Corporation, without charge, adequate and suitable office space (including parking facilities and vault space), furniture, equipment (including photocopying and telecopying machines), email accounts, network access and technology resources (such as shared drive) and utilities (including local telephone service and fax machines) at the Bank Premises occupied by the Assuming Bank for their use in the discharge of their respective functions with respect to the Failed Bank. In the event the Receiver and the Corporation determine that the space provided is inadequate or unsuitable, the Receiver and the Corporation may relocate to other quarters having adequate and suitable space and the costs of relocation and any rental and utility costs for the balance of the period of occupancy by the Receiver and the Corporation shall be borne by the Assuming Bank. Additionally, the Assuming Bank agrees to pay such bills and invoices on behalf of the Receiver and Corporation as the Receiver or Corporation may direct for the period beginning on the date of Bank Closing and ending on Settlement Date. Assuming Bank shall submit it requests for reimbursement of such expenditures pursuant to Article VIII of this Agreement.
U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).
