Licensing Condition definition

Licensing Condition means that (i) the Property Owner that owns the Virginia Property holds the Permit required of it by the Virginia Bureau of Insurance as of the Closing Date, taking into account Purchaser’s acquisition of the Virginia Property Owner contemplated as part of the WSL Transaction, and (ii) each Property Owner and the Florida Tenant shall as of the Closing Date hold all Permits necessary for the operation of their respective businesses in accordance with applicable Law, taking into account Purchaser’s acquisition of the Acquired Companies and the entry into the Florida Lease, each as contemplated as part of the WSL Transaction and the Florida Transaction, excepting any Permits which the failure to hold would not reasonably be expected to result in a Material Adverse Change.
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Licensing Condition shall have the meaning given such term in Section 4.4.
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Licensing Condition means that (i) the Property Owner that owns the Virginia Property holds the Permit required of it by the Virginia Bureau of Insurance as of the Closing Date, and Sellers shall have prepared and submitted an amendment to the pending Disclosure Statement currently being processed by the Virginia Bureau of Insurance disclosing the change of control of the Virginia Property Owner contemplated as part of the WSL Transaction, (ii) each Property Owner shall as of the Closing Date hold all Permits necessary for the operation of their respective businesses in accordance with applicable Law, taking into account Purchaser’s acquisition of the Acquired Companies and the entry into the Florida Lease, each as contemplated as part of the WSL Transaction and the Florida Transaction, excepting any Permits which the failure to hold would not reasonably be expected to result in a Material Adverse Change, and (iii) (A) all SL Tenants, (B) either the Sage Subtenant or ▇▇ ▇▇▇▇ Harbor, L.L.C., and (C) either the ▇▇▇▇▇▇ Subtenant or ▇▇ ▇▇▇▇▇▇, L.L.C., shall, when taken together, as of the Closing Date hold all Permits necessary for the operation of their respective businesses as currently operated on the applicable Properties in accordance with applicable Law, taking into account Purchaser’s acquisition of the Acquired Companies and the entry into the Florida Lease, each as contemplated as part of the WSL Transaction and the Florida Transaction, excepting any Permits which the failure to hold would not reasonably be expected to result in a Material Adverse Change. Notwithstanding the foregoing, until the first to occur of the Closing or termination of this Agreement, Sellers agree to use commercially reasonable efforts to continue to process with the New York State Department of Health the replacement licenses for the New York Properties known as Sage Harbor and ▇▇▇▇▇▇ Place.
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Examples of Licensing Condition in a sentence

  • Except if decided otherwise by the Steering Committee, any and all such damages, liabilities and indemnities shall at all times be capped in the applicable agreement with the Licensee to a maximum percentage of the royalties fee, which shall be an Approved Licensing Condition and in no event exceed [***] percent ([***]%) of such fees unless otherwise agreed by the Steering Committee.

  • Each Tenant and Manager shall hold all Permits necessary for such Tenant and Manager to perform its obligations to provide the services and operate the Properties as required under its respective Lease, and Management Agreement, as applicable ("Licensing Condition").

  • The Licensing Condition shall be satisfied with respect to each of the Properties.

  • At 11:59 p.m. Pacific time on the last day of the calendar month during which the Fairfax Licensing Condition is satisfied (the "Fairfax Effective Time"), CPC of Calif.

  • The Licensing Condition shall be satisfied on or before the Closing Date (the “Licensing Contingency”).

  • No conditions apply to the sale of the Assets, other than the Fairfax Licensing Condition.